This Agreement is made and entered into on the 27th MARCH, 2024 at THANE for the period for ______________ starting from ____________________ until ______________________, unless extended by any subsequent written indication.
BY AND BETWEEN
MBIZAPI Informatics LLP , a Company incorporated under the Indian Companies Act, 1956, having its Registered Office at 9C Holly House Edenwoods, Smt. Glady Alwares Road, Thane (W), Thane – 400610, represented by its Designated Partner Mr. Jitendra Kothari hereinafter referred to as the “MBIZAPI”/ “FIRST PARTY” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its subsidiaries, group companies successors, administrators, executors, successors-in-interest and assigns)of the ONE PART;
AND
Client, A Company incorporated under the Indian Companies Act, 1956, having its Registered Office at _______________ and, represented by its Authorized Signatory ____________________________ hereinafter referred to as the “CUSTOMER”/ “SECOND PARTY” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its subsidiaries, group companies’ successors, administrators, executors, successors-in-interest and assigns) of the OTHER PART;
PURPOSE :
The purpose of these Specific Terms and Conditions, which are complementary to MBIZAPI’s General Terms and Conditions of Service, is to define the technical and financial terms and conditions pursuant to which MBIZAPI agrees to provide subscription-based software to customers.
MBIZAPI acknowledges its responsibility to provide basic training on the operation of its software to customers. However, it is explicitly stated that MBIZAPI shall not engage in the provision of educational services related to accounting principles or practices. While training on the software's functionalities will be provided, MBIZAPI shall not be held accountable for ensuring customers' proficiency or passing any related assessments or examinations pertaining to accounting knowledge.
TECHNICAL SUPPORT :
Technical assistance is made available to the Customer by MBIZAPI pursuant to the terms and conditions provided under the General Terms and Conditions of Service.
DELIVERY OF SERVICE TERMS AND CONDITIONS :
MBIZAPI hereby agrees to notify the customer via email promptly upon completion and readiness of the software, with a commitment to ensure such notification is dispatched within a maximum period of seven (7) days from the initiation of the software setup process. In the event that MBIZAPI fails to provide said notification within the stipulated timeframe, the customer reserves the right to request cancellation of the service. Upon such cancellation request, MBIZAPI agrees to refund the entirety of the paid amount to the customer without delay or undue hindrance.
MBIZAPI further stipulates that the software provided to the customer shall remain the exclusive property of MBIZAPI. Additionally, it is expressly understood that the software shall solely be hosted on the MBIZAPI platform, with no authorization granted for its deployment on any other platform or server. Any attempt to do so without explicit consent from MBIZAPI shall be considered a breach of this agreement.
MBIZAPI’S OBLIGATIONS :
MBIZAPI warrants that the software provided to the customer shall be free from errors and defects, and shall be available for use on a continuous basis, 24 hours a day, 7 days a week. In the event of any malfunction, error, or disruption in the functionality of the software, MBIZAPI agrees to promptly and diligently endeavour to resolve the issue in a timely manner. This commitment extends to providing necessary updates, patches, or maintenance as deemed necessary to ensure the uninterrupted operation of the software.
MBIZAPI acknowledges its responsibility to safeguard customer data and hereby assures the implementation of regular backup procedures. In the event of application or server failure, or loss of data, MBIZAPI retains the capability to retrieve and restore the customer's data from its last available backup. This measure aims to mitigate potential disruptions or losses and uphold the integrity of the customer's information. However, MBIZAPI shall not be held liable for any damages or losses resulting from data loss beyond the extent of its ability to restore data from backups.
MBIZAPI’S LIABILITIES :
MBIZAPI reserves the right to interrupt or terminate a customer's software subscription, without liability, if MBIZAPI reasonably determines that the customer poses a threat to the maintenance or security of the software. Furthermore, it is expressly understood and agreed that MBIZAPI shall not be held liable for any audio, video, text, or image data entered by the customer into the software. The customer acknowledges and accepts full responsibility for the content entered into the software, and MBIZAPI assumes no responsibility or liability for such content.
LIMITED LIABILITY
The customer acknowledges that MBIZAPI authorizes other users to utilize its subscription-based software services. MBIZAPI shall not be liable for any damages, costs, or losses incurred by the customer (or the customer's clients) as a result of the actions, materials, or failures of other users. MBIZAPI's liability, whether in contract, tort (including negligence), by statute, or otherwise, to the customer (or the customer's clients) for performance or non-performance of any obligation under this agreement, shall be limited. In no event shall MBIZAPI's liability exceed the total fees paid by the customer to MBIZAPI under this agreement in the three (3) months preceding the date of the claim. MBIZAPI shall not be liable for lost profits or any special, indirect, consequential, incidental, or punitive damages."
GENERAL TERMS & CONDITIONS :
1. Payment should be preferably made by Cheque in favour of MBIZAPI INFORMATICS LLP.
2. Interest 18% P.A. will be charged if amount not paid within 15 days from bill date.
3. Services once provided will not be refunded or exchanged.
4. Upon acceptance of this bill you are agreeing with the terms & condition mentioned here and, in the website, (in details).
5. Software Warranty: "MBIZAPI warrants that its subscription-based software shall perform substantially in accordance with the specifications outlined in the applicable documentation provided by MBIZAPI. This warranty shall remain in effect for the duration of the subscription term.
6. In no event shall MBIZAPI be liable to anyone for special, collateral, incidental, or consequential damages in connection with arising out of the subscription or use of the software or materials associated with it.
7. You subscribe to the license only to use the software API. Copyright of the software belongs exclusively to MBIZAPI. Any attempt to infringe the copyrights of the owner shall automatically result into termination of your license to use the software. In such circumstances MBIZAPI shall suspend all the future services to such customer.
8. All matters related to this transaction are subject to Thane Jurisdiction only.
9. MBIZAPI reserves the right to alter the software without assigning their prior notices to its customers also reserves the right to withdraw support on the software to the user, if such user defaults in any of the terms mentioned herein.
10. Any additional service requested by the customer will be provided on actuals’ basis and cost of the service shall be beared by the customer.
11. None of the software or the Memberships provided pursuant to this Agreement is designed or intended to be fault-tolerant or designed or intended for used where their failure or malfunction could lead to death, personal injury, or economic, physical or environmental damage.
12. The Warranty does not cover the data lost that might happen at the Client Place or Cloud Server. The application is provided with the backup and restores facility that is to be used regularly (only if your subscription included with backup feature). The mismanagement of data at the client place or cloud server is total responsibility of the customer. Data lost in any terms caused by any unauthorized user or person or persons' is also not our responsibility.
13. The warranty does not cover any change in the scope of development that might arise due to any hardware / software modifications made by the client authorities. The scope of the warranty is mainly to fix the bugs (any programming mistakes causing the system to work improperly). The warranty does not cover any changes / formatting of the reports etc. that the client might need after the software is supplied.
14. Software application made for legal use only. In case of any illegal use of application, customer shall be liable for government duties & penalties and cannot make any claim against MBIZAPI.
15. Under any circumstance when customer wants a refund or claim, refund or claim cannot be claimed more than the amount paid for service or product by customer as per current bill through Cheque/ NEFT/ RTGS/ IMPS, refund or claim will be settled after deduction of actual value of service provided and use of product on pro-rata basis as per our policy.
16. MBIZAPI exclusively reserves the right to amend, add or remove the above terms & conditions without any priors notice to its customers.
RATES AND INVOICING :
MBIZAPI hereby clarifies that all software rates are exclusive of taxes unless otherwise specified. The pricing outlined in the purchase order represents the total amount payable by the customer, inclusive of any applicable taxes. Once the contract is in effect, the terms and rates specified therein shall remain unchanged, barring any mutually agreed-upon modifications. The customer agrees to pay any subscription pricing adjustments communicated by MBIZAPI from time to time, with MBIZAPI committed to notifying customers regarding changes in subscription pricing promptly.
ENTIRE AGREEMENT :
This Agreement contains the whole Agreement between the parties and supersedes all previous written or oral agreements relating to it.
TERMINATION :
Either Party may cancel or terminate this Agreement before the expiry date mentioned above by giving 1 (One) months advance notice in writing to this effect to the other Party.
TAX OBLIGATIONS :
Each Party shall be liable to pay for their respective tax obligations.