REALITY-BIT will provide Software Programming, Design and Consulting Service as mutually agreed ("Services"), in consideration of Client's payment of the fees specified in the given proposal. Such Services may include provision of "Deliverables", defined as software, websites, mobile app or other materials as REALITY-BIT may deliver to Client pursuant to the performance of Services. Deliverables may include or require the use of software, designs, data or information provided by Client ("Client Materials"). Client retains all right, title and interest in Client Materials but hereby grants to REALITY-BIT the right to use such Client Materials, solely in furtherance of REALITY-BIT's provision of Services.
REALITY-BIT’s ability to successfully provide Services depends on Client's reasonable and necessary cooperation. Client is responsible for procuring any necessary information and deliverables as may be required for delivery or use of the Services. Client may appoint a single point of contact to liaise with REALITY-BIT personnel in the ongoing provision of Services; REALITY-BIT is entitled to rely on the instructions and statements of such contract as binding on Client.
As between the parties, Client is and will be the sole and exclusive owner of the Deliverables and all associated intellectual property rights. Deliverables are works made for hire under applicable copyright law, and/or are hereby assigned by REALITY-BIT to Client, at no additional cost. With respect to any pre-existing or independently developed software, works or material in the Deliverables, REALITY-BIT hereby grants to Client at no additional charge, to the fullest extent of REALITY-BIT's rights to such works and materials, a perpetual and irrevocable license to use, copy, reproduce, distribute and exploit such works or material. This section 5.0 does not apply to any third-party software, works or material included in the Deliverables as required by the project; such third party retains all rights in same.
Neither party may use, except in furtherance and for the purposes of receiving and providing Services, or disclose, the other party's "Confidential Information", defined as any confidential or proprietary written or oral information or materials disclosed or revealed during the Services and originating from one party (the "disclosing party") to the other party ("receiving party"). Client's Confidential Information will include the Client Materials and Deliverables. REALITY-BIT's Confidential Information will include the pricing and other terms of this Agreement and any information or knowledge regarding REALITY-BIT's staff, including personal information. Receiving party will protect the confidentiality of disclosing party's Confidential Information to the same degree of care, but no less than reasonable care, as such party uses to protect its own confidential information. The obligations of confidentiality will not apply to any portion of Confidential Information that: (a) is now, or hereafter through no violation of this Agreement, becomes generally known; (b) is independently developed by the receiving party without any use of Confidential Information; (c) is hereafter rightfully furnished to the receiving party by a third party without restriction on disclosure; (d) was rightfully known to or lawfully in the possession of the receiving party at the time of disclosure; (e) is authorized to be released by the disclosing party; or (f) is hereafter required to be disclosed pursuant to a legal proceeding or otherwise required by law, provided reasonable prior notice is given to the disclosing party with sufficient opportunity to contest or limit such disclosure.
All payments under the Agreement are not tied to acceptance of Deliverables, are nonrefundable and are due within three business days of Client's receipt of REALITY-BIT's invoice. REALITY-BIT may on notice terminate or suspend Services if Client is delinquent in the payment of any invoice from REALITY-BIT for a period in excess of five business days.
At any time within the first Two weeks after the Effective Date, if Client is dissatisfied with the Services or Deliverables for any reason, Client may terminate the Agreement via written notice and receive a percentage of refund of fees Client has paid hereunder, for a maximum of two weeks of Services, excluding fees for value-added services such as analysis or design.
This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship. Neither party may act in a manner that expresses or implies a relationship other than that of an independent contractor, nor bind the other party. The client will have no right to control the means, manner or method by which REALITY-BIT performs Services. REALITY-BIT has sole discretion over assignment and replacement of REALITY-BIT personnel involved in provision of Services. REALITY-BIT reserves the right at its discretion to subcontract Services. No exclusivity is provided by REALITY-BIT hereunder, and nothing in this Agreement will be construed as preventing REALITY-BIT from working with other clients on projects that may be similar to or competitive with the project that is the subject of the Services hereunder. Notwithstanding any other provision herein:
(a) REALITY-BIT and its staff may freely utilize general knowledge, experience, skills and know-how acquired during the performance of the Services; and
(b) REALITY-BIT will have the same rights as members of the general public with respect to public domain or uncopyrightable content contained within the Deliverables
Post successful project delivery there will be free maintenance service for a next few months, after that monthly maintenance/service fee will be applicable. Which will solely depend on the nature of the project.
*Monthly maintenance/service includes following:
- Revision & Enhancement,
- 99.99% Server Uptime as we are using AWS services,
- Performance Enhancement,
- Technical Support,
- Web Hosting & Maintaining Backend Servers,
- Server Scaling as per Need.
Project duration and project plan
Project plan and schedule is prepared based upon requirements documented at the time of requirement analysis. Schedule is subject to change due to changes in project requirements, additional revision requests, delay in data submission etc.
Client hereby authorizes REALITY-BIT to include Client, and the projects in which REALITY-BIT was engaged, in REALITY-BIT marketing materials, including demos, screenshots, web sites, advertisements and publicity, provided that such marketing materials describe project(s) that have been publicly announced or released.
For Digital Marketing Service
This service is valid from the Effective Date outlined herein and is valid until further notice. This service should be reviewed at a minimum once per year; however, in line of a review during any period specified, the current terms will remain in effect. The service provider (“Company”) is responsible for facilitating regular reviews of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the primary stakeholders and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements / approvals as required.
Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
Changes to services will be communicated and documented to all stakeholders.
Service Provider is not responsible for changes made to the Customer’s website/campaigns by other parties that adversely affect the search engine rankings, traffic, revenue, or other performance of the Customer’s website/campaigns.
Maintenance & Support
Telephone & Email Support in between working Time and Days: 9.30 AM to 6.30 PM ( IST) Monday - Friday
- Payment for all support costs at the agreed interval.
- Reasonable availability of customer representative(s) when resolving a service related incident or request.
Service Provider’s (“Company”) Requirements
- Meeting response times associated with service related incidents.
- Appropriate notification to Customer for all scheduled maintenance.
Client agrees to retain Service Provider (“Company”) for Marketing Services, which services are described in the given proposal. The price for these Services is as stated in the given proposal, with each 50% payment to be paid in advance for the month and another 50% at the end of the same month.
Termination/ Refund Policy
Either party may terminate this service at any time by providing 14 days’ advance written notice. In the event of such termination, the Customer shall be obligated to pay a prorated fee for that month.
Sensitive Customer information provided to or collected by Service Provider is confidential, including traffic and subscriber numbers, revenue, target keywords, and strategic initiatives, unless otherwise agreed. Information in the form of “case studies” can be shared only if such information is made anonymous, unless Customer agrees otherwise in advance.
For Resource Outsourcing
The Service Provider (Reality-BIT) will assign a dedicated Account Manager to coordinate with the Company's representative(s) and also devote a Talent Acquisition Specialist to work on Company’s recruitment assignments/ requirements.
The invoice raising date will be after the candidate joins the Company. Payment shall be due and payable after 30 days from receipt of invoice by the Company. If the Company has any valid reason for disputing any portion of an invoice, Company will so notify the Service Provider (Reality-BIT) within Seven (7) business days of receipt of invoice by Service Provider (Reality-BIT), and if no such notification is given, the invoice will be deemed valid. The portion of Service Provider (Reality-BIT)'s invoice that is not in dispute shall be paid in accordance with the procedures set forth herein.
In the event of a candidate leaving employment or engagement within three (3) months of joining or appointment by client, the service provider shall provide a replacement of the candidate of equivalent caliber, experience and candidature without charging any fees, within two months, failing which the fees paid shall be adjusted against future payments or shall be dealt with in the manner as client may deem fit and proper.
Non-Solicitation of Employees
During the term of this Agreement, the Service Provider (Reality-BIT) will not directly or indirectly through third parties, solicit or approach any of the client's employees for placement in any other company, within India OR Abroad.
If either party is uncomfortable with the above arrangement during the tenure of the relationship, these terms can be reviewed at an interval of six (6) months.
Any modification and/or clarification to this Agreement shall not be effective unless it is in writing and shall be signed by a duly authorized representative of each party.
Each Party is an independently owned business entity and the relationship of the Parties shall that be of independent contractors. Nothing contained herein is intended to nor shall be deemed to create any partnership, joint venture, employment or relationship of principal and agent between the parties hereto or between both Parties representatives and/or employees. Neither Party has express or implied right or authority to assume or to undertake any obligation in respect of or on behalf of or in the name of the other Party, make any claims, commitments or representations on behalf of the other Party or to bind the other Party in any manner other than as stated herein.
All Intellectual Property Rights and other proprietary rights in the deliverables produced by ‘the Service Provider (Reality-BIT)’ professionals including all New Software and documentation will be the exclusive property of ‘the Company’. ‘The Service Provider (Reality-BIT)’ agrees not to sell, assign or transfer these to any third party without the prior written consent of ‘the Company’.