Definitions

• The following list refers to any employee of, or consultant working for, Influxive Web Design Limited.
  • "Influxive Web Design", "Influxive IT Solutions", "Influxive IT", "Influxive Hardware", "Influxive"
• The following list are trading names of Influxive Web Design Limited.
  • "Influxive Web Design", "Influxive IT Solutions", "Influxive IT", "Influxive Hardware", "Influxive"
• Influxive Web Design Limited is a registered company in New Delhi, India.
• "Client" refers to any organisation Influxive is working for or on behalf of

General Terms - These Conditions of Sale apply to all our customers

Prices and Payment

Health & Safety

• The Client is responsible for ensuring that suitable precautions and measures are in place for safe working by Influxive whilst on-site. Any accidents should be reported back to Influxive and a formal record kept by the Client;

Telephone Calls

• We reserve the right to monitor or record telephone conversations for training, security and auditing purposes;

Web Service related

Ownership

Influxive retain ownership of all documents, scripts, and images created unless otherwise specified;

Copyright

Influxive owns copyright for all originally created documents, scripts, and images. Any documents, scripts, and images not originally created retain copyright from the creator;

Hereafter 'INFLUXIVE' refers to INFLUXIVE TECHNOLOGIES whose registered address is at New Delhi, India. ‘Customer’, refers to the prospective or actual customer to whom INFLUXIVE are making an offer of sale.

1. All prices within any INFLUXIVE proposal exclude VAT at the standard rate unless otherwise stated.

2. Any proposal made by INFLUXIVE is valid of a period of 28 days from the date it was sent by post, email or fax from INFLUXIVE’s offices. INFLUXIVE’s record of when a proposal is sent is the data which will be used at all times.

3. All proposals are subject to survey and technical acceptance and sign off by INFLUXIVE.

4. Delivery charges are not included with any proposal made by INFLUXIVE unless otherwise stated. Any such charges will be added to your invoice.

5. E&OE – If any errors or omissions exist with regard to this order e.g. If INFLUXIVE have misunderstood your requirements and/or we have made errors in the cost calculations and/or omitted components from your order, INFLUXIVE reserve the right to make an additional charge to cover such occurrences.

6. Title and ownership of all equipment supplied under this proposal remains the property of Influxive Technologies until paid for in full.

7. Title and ownership of any and all equipment located on the customer’s premises as part of a managed service remains with Influxive Technologies at all times. In the event that the customer cancels the service agreement with INFLUXIVE, the customer shall be responsible for returning any such goods to INFLUXIVE at their expense and via a safe and secure means of transportation – with adequate insurance to cover the replacement of lost or damaged goods.

8. All hardware supplied under any proposal, estimate or quotation will be delivered to the customer’s premises and signed for by a representative of the customer. An invoice for 50% of the equipment cost will be issued immediately upon the customer placing any order and will be due payment within fourteen (14) days. An invoice for the remainder of the equipment will be issued upon completion of the project or after fourteen (14) days from the initial invoice, whichever is the sooner.

9. The customer will not withhold payment for any hardware or third party software and/or services as a result of the customer’s project not being completed. Any and all such invoices become due irrespective of the life-span of the entire project.

10. INFLUXIVE may ask for a deposit on some project/service types . This will be up to fifty (50) percent and not less than twenty-five (25) percent of any service and/or software element of the project.

11. Payment for product and/or service of any project will become due at key milestone points to be agreed between INFLUXIVE and the customer but shall not exceed a part-payment at least every thirty (30) days.

12. Interest will be charged at three (3) percent above Lloyds HSBC Bank Base Rate from the date that any invoice becomes overdue.

13. All hardware provided by INFLUXIVE will be supplied with the following support/maintenance: ‘Dead On Arrival’ (DOA) – many manufacturers provide a period whereby equipment that fails within a short period of delivery will be replaced immediately at no charge. Any defects must be reported to INFLUXIVE within twenty-four (24) hours of the customer accepting delivery. In addition to any DOA policy, INFLUXIVE will provided telephone support for equipment and/or systems provided to the customer for a period of thirty days after installation is complete – installation is deemed to be complete when the customer signs the INFLUXIVE systems acceptance form (Job Sheet). During this thirty day period, any liaison with the manufacturer and/or their distributor, will be undertaken and managed by INFLUXIVE. After this thirty day period, the responsibility for any and all liaison with the manufacturer of the equipment under their terms of warranty is the explicit responsibility of the customer unless the customer has purchased a INFLUXIVE support agreement. It is the customer’s responsibility to ensure that any and all warranty registration cards are completed and returned to the equipment manufacturer.

14. All payments for Internet, hosting and/or web site packages and/or support services are due in advance and are subject to a minimum contract term of one (1) year. Following the initial one (1) year term, services can be renegotiate for a new fixed term – minimum of one (1) additional year; or they may revert to a rolling ninety (90) day arrangement at the same cost as the initial contract whereby the customer may cancel the agreement by providing no less than ninety (90) days written notice to INFLUXIVE. INFLUXIVE reserve the right not to renegotiate any agreement for less than one (1) year.

15. Any Internet related service provided by INFLUXIVE whether or not such service includes the use of an Internet domain name, email addresses, web site programming code or data, broadband or any other contracted service, will not be transferred away from INFLUXIVE whilst any monies are owing to INFLUXIVE for the provision of this or any related service. An administration charge of £40 is payable to provide Mac Code (Broadband) and IPSTAG or equivalent (domain name) information whether or not the transfer of services away from INFLUXIVE is effected or service is maintained with INFLUXIVE. All such payments must be received by INFLUXIVE prior to such information be provided by INFLUXIVE.

16. All services of a recurring nature including but not limited to IT Support Agreements, Internet access, rented web sites (WebPlans), Internet website & server hosting, Email services and/or any other service provided by INFLUXIVE will be paid by a Standing Order agreement to be set up by the customer with their bank. No service will be provided until the first payment has been received and cancellation of the Standing Order will result in immediate cessation of the INFLUXIVE service. All payments are due in advance.

17. Influxive Technologies reserves the right to carry out a credit check with recognised credit agencies. Should the value of the customers order exceed the recommended credit rating the entire value of the difference may, at INFLUXIVE InfoNet’s discretion, be requested at the time of the order being placed.

18. Upon signed acceptance of a proposal, Influxivemay issue an order acknowledgement by return. Once an order has been accepted by Influxive, it is not cancellable and any and all monies due to Influxivewithin this proposal will become payable under the terms and conditions herein.

19. In no event shall Influxivebe liable for any loss of data, lost income and / or loss of profits, or any special, indirect or consequential damages, whether based on contract, tort or any other theory, incurred by any person as a result of Influxive’s performance or failure to provide service and/or support under the terms of this agreement.

20. All access to the Internet and subsequent use of the service are subject to Influxive’s terms and conditions and Acceptable Use Policy, copies of which are available on request.

21. Any product or service provide to the customer under a rental agreement will be clearly identified as such at the proposal stage. Title to all such equipment, services and intellectual property developed by Influxiveremain the sole property of Influxiveat all times and will be returned to Influxiveupon cessation of the relevant agreement/contract.

22. The customer will not unreasonably withhold any payment due following the acceptance of any proposal, estimate or quotation in line with the conditions outlined herein.

23. In no event shall Influxivebe liable for any loss of data, lost income and/or loss of profits, or any special, indirect or consequential damages, whether based upon contract, or any other theory, incurred by any person as a result of Influxive’s performance or failure to provide service and/or support under these terms and conditions of sale.

24. This schedule of terms and conditions; Influxive’s Acceptable Use Policy for Internet access and any contractual Support Agreement, represent the sole agreement(s) between the customer and InfluxiveTECHNOLOGIES and supersede any and all existing agreements between the parties. By ordering and/or paying Influxivefor any service, you are agreeing to be bound by these terms until such time as new terms are issued by Influxiveat which point, those terms supersede those contained herein.

25. This contract and all subsequent transactions shall be governed by Indian Law.

This agreement shall stay in force for until cancelled in writing by Influxiveor superseded by any new agreement issued by Influxive

Confidential Information and Confidential Materials

“Confidential Information” means nonpublic information that Disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, information relating to released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party Subsidiary and/or agents is covered by this Agreement.

“Confidential Information” shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable, and know-how acquired as a result of contractual relationships.

“Confidential Information” includes commercial secrets, personal secrets, artistic secrets and state secrets. The terms confidential information and trade secrets are often used interchangeably but strictly speaking, trade secrets are a subset of confidential information in the context of business, commerce or trade. Examples of trade secrets can include manufacturing processes, recipes, engineering and technical designs and drawings, product specifications, customer lists, business strategies and sales and marketing information.

“Confidential Information” includes technical information; methods; processes; formulae; compositions; inventions; machines; computer programs; research projects and business information as well such as customer lists; pricing data; sources of supply; and marketing, production, or merchandising systems or plans.

Exclusions from Confidential Information

”Confidential Information” shall not include any information that:

(a) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed Disclosing Party,
(b) became known to Receiving Party prior to disclosing Party’s disclosure of such information to Receiving Party,
(c) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of       confidentiality owed to Disclosing Party, or
(d) is independently developed by Receiving Party.

Disclosure

Disclosing Party agrees to disclose, and Receiving Party agrees to receive the Confidential Information.

Non-Disclosure & Nonuse

Receiving Party shall not disclose, make use of or disseminate any Confidential Information to third parties for two (1) year following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party’s consultants as provided below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Material only to Receiving Party’s employees or consultants on a need-to-know basis during execution of the project(s). Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.

Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party’s business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.

Exclusions from Nondisclosure and Nonuse obligations

Each party's obligations under Clause 4 ("Nondisclosure and Nonuse") with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under such Paragraph can document that a disclosure of Confidential Information:

(a)          occurred in response to a valid order by a court or other governmental body,

(b)          was/is otherwise required by law, or

(c)           was/is necessary to establish the rights of either party under this Agreement

Such a disclosure as described in this clause 5 shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Receiving Party shall provide prompt written notice thereof to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure.

Ownership of Confidential Information

All Confidential Information and Confidential Materials are and shall remain the property of Disclosing Party. By disclosing information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.

This is in regard to the purchase of Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories from Influxive Technologies. The Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories won’t be encrypted in any form. I as a buyer have full rights to modify it or get it modified from anywhere else where I as a buyer feel like. Influxive Technologies is responsible for installation and solving any bugs which comes out during installation and within support period of 6 months starting from day of installation and it is my responsibility to inform them for the errors. Additional modules or new developments will be charged extra at 70% of price of market.

I as a buyer do not have reselling rights for the Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories and if I do so or found to have done so, Influxive Technologies has full rights to take up the penalty in terms of financial loss from me if they have faced from my side. In future, though I as a Buyer  free to get the Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories modified from any place, I will be solely responsible for the sending the Codes/Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories to other service providers and if they are found selling , same is the responsibility of mine in that case too and I will bear the penalty whatsoever.

I as a buyer will not harm Influxive Technologies in any sense or way thereby misusing, reselling or running of Product/Services/Modules/Add-ons/Applications/Softwares Or Anything else falling in above said categories failing which will have no responsibility/implications on Influxive Technologies.

No Warranty

If either party provides pre-release software as Confidential Information or Confidential Materials under this Agreement, such pre-release software is provided “as is” without warranty of any kind. Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever relating to Receiving Party’s use of such pre-release software.

Miscellaneous 

The terms of confidentiality under this Agreement shall not be construed to limit either party’s right to independently develop or acquire products without use of the other party’s Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term “residuals” means information in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights or patents. Receiving party cannot benefit from use of Confidential Information directly or indirectly in any form, without explicit written permission of Disclosing Party.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
This agreement constitutes that the license of the software to the buyer will be for lifetime period and there will no additional fees taken in future for the same. The buyer will receive the final code copy when all is done with all sources and full source code. The whole of the source code for theloop is owned and created from scratch by Influxive Technologies and is copyrighted by us. After selling the software, the same license and copyrights are transferred to the buyer with full rights except for reselling of it thereby removing all responsibilities from Influxive.

Attorney Fees

If client/buyer party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall not be entitled to recover reasonable attorneys’ fees.

Choice of Law

This Agreement shall be constructed and controlled by the laws of Indian Govt.(New Delhi). Process may be served on either party by mail, postage prepaid, certified or registered, return receipt requested, or by such other traceable method as authorized by law.

Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.

Severability and Survival of Rights & Obligations

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.

Influxive Technologies Employees, Consultants and Contractors

During the course of the contract(s) between __________________and Influxive Technologies there may be “Confidential Information” as defined in paragraph 1 (one) of this document disclosed to the employee, contractors, and consultants of Influxive Technologies.

The employee, contractors, and consultants of Influxive Technologies shall not during, or at any time after the termination of my employment with the Influxive Technologies , use for themselves or others, or disclose or divulge to others any trade secrets, confidential information, or any other data of the Company in violation of this agreement.

Upon the termination of employment from the Influxive Technologies, the employee, contractors, and consultants shall return to the Influxive Technologies. all documents relating to the company, including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to the contracts with __________________, or in any way obtained by me during the course of the contract with Influxive Technologies.

Influxive Technologies further agrees to notify current, future or prospective employee of the existence of this agreement and ensure compliance with this agreement according to the generally acceptable best practices for handling Confidential information.

In case of any employee leaving the job from Influxive Technologies after damaging the buyer/client property or creating any type of loss, Influxive Technologies will not be responsible in this case and will not bear any loss.

Rights and Remedies

Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and/or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorized use.

Disclosing Party may visit Receiving Party’s premises, with reasonable prior notice and during normal business hours, to review Receiving Party’s compliance with the terms of this Agreement.

This agreement shall be binding for signing parties and successors in interest, and shall inure to the benefit of the Disclosing Party, its successors and assigns.

The unenforceability of any provision to this agreement shall not impair or affect any other provision.

In the event of any breach of this agreement, the Disclosing Party shall have full rights to injunctive relief, in addition to any other existing rights, without requirement of posting bond.

Suggestions and Feedback

Either party may from time to time provide suggestions, comments or other feedback to the other party with respect to Confidential Information provided originally by the other party (hereinafter “Feedback”). Both parties agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for the Receiving Party. However, the Receiving Party shall not disclose the source of any feedback without the providing party’s consent. Feedback shall be clearly designated as such and, except as otherwise provided herein, each party shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to the other party. The foregoing shall not, however, affect either party’s obligations hereunder with respect to Confidential Information of the other party.

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