Terms and Conditions of Use and Employing DIGITALBERGE
Digitalberge does not give or imply any right under its copyrights, trademarks, patents or secret information of business. In case any of our image or content copyrights belong to any known party or you, we will immediately remove it once you contact us. We share business connections with several suppliers, governments, clients and others. For simplicity and convenience, words such as partner, partnership and joint venture have been used to imply business connections that involve mutual activities and interests. Therefore, we do not indicate precise legal connections through these terms.
Third Party Content
Through this website, users can avail information that belongs to third parties. These include reports, articles, news reports, company information, tools for facilitating calculation and any other data (content of the third party). Hereby, you acknowledge that this content from a third party is not endorsed by us or created by Digitalberge. Neither do we offer any services or products through the same. Third party content is present in our website only for the purpose of general information. Therefore, this information does not constitute any solicitation or recommendation. Besides, we do not intend third party content to provide any advice pertaining to investment, law or tax. Therefore, you hereby acknowledge that the third-party content that we provide to you is obtained from some sources that we believe, are reliable. However, this website does not guarantee the completeness, accuracy and timeliness of third-party content present on it. You agree that you would not hold this portal, any commercial services or products through the portal or any third-party content provider liable for any decision on investment or other transaction you might make, relying on such data. Neither can you hold us liable for any interruption or delay in the delivery of content from third parties for any possible reason.
When you use third party content, there are chances that you might be directed to another website, and you would be leaving this portal. These websites are not maintained by Digitalberge, but other entities. In case you make a decision to visit one of these websites, you do so at your own responsibility and risk. Therefore, you need to undertake necessary measures to safeguard yourself against destructive elements such as viruses. Digitalberge also does not warrant, endorse or represent any website linked to this portal or any information that you obtain there, or any of the services or products described in other portals. Besides, the links do not indicate that Digitalberge endorses, sponsors or is associated or affiliated with such websites. Neither is Digitalberge authorized legally to use any trade name, trademark, copyright symbol or logo that can be accessed through those links. No linked website has the permission to use Digitalberge’s logo, trade name, trademark or copyright symbols. This is applies to all our subsidiaries or affiliates.
The website, materials and information present the website and any software that you can avail on the site are furnished ‘as is’, devoid of any depiction of warranty, implied or expressed, of any kind. This includes, but is not limited to warranties of fitness, non infringement or merchantability for any specific purpose. Regarding content that belongs to third party, we do not provide any kind of warranty, implied or expressed. Besides, we do not warrant this website to be free of any viruses of computers. Due to certain jurisdictions, the implied warranties cannot be excluded. Therefore, the exclusions mentioned above may not be applicable for you.
Limitation of Damages
Neither Digitalberge, nor any of its affiliates or subsidiaries, under any given event, will be liable to any party for any special, consequential, direct, indirect or other damages. This includes without limitation, interruption of business, lost profits, loss of programs or information, or any other data. This is applicable for the use or inability to use the materials, content or features of the website or any of the websites that are linked to ours, even if any entity expressly advises Digitalberge about the chances of these damages.
This website may have clerical or typographical errors and inaccuracies. We hereby disclaim any obligation, which would require us to update the website, or any material used on the portal. Besides, Digitalberge does not provide any warranty on the completeness or accuracy of these materials. Neither do we warrant the reliability of any statement, opinion, advise or other information that we distribute through the website or display here. Therefore, you acknowledge that you would be at your own risk in case you rely on any such statement, advice, information, memorandum or opinion. We reserve the right to correct any visible omissions or errors at our sole discretion in any part of our website. We may also bring about other changes in the website, including its products, materials, prices, services and programs without any prior notice at any point of time.
International Users and Choice of Law
This website is operated, administered and controlled by Digitalberge and we operate from our offices in India.
When you visit our website and read the emails from our dedicated IT services, you agree to the clauses that we have mentioned on this page, apart from the ones discussed and agreed upon with you distinctly according to the choice or discretion of Digitalberge IT Service.
In case you agree to carry out any proceedings with Digitalberge, you automatically come to an agreement to:
The wire transfer, money order, cheque or PayPal payments have to be paid to Digitalberge Delhi. We would commence with the project immediately after we accept the proposal of our clients, the professional fees and requested information.
Digitalberge will not be liable at no event to any third party or the client for any damages that may be the outcome of the operation, or the failure to deploy the presentation application. This also includes lost businesses, lost profits, lost savings or any other consequential, special or incidental damages.
If collection becomes necessary, our clients agree to shoulder all the fees incurred while involving third parties or legal entities, along with the penalty for late fees. A compound interest of 1.5% would be applicable per month on the due amount remaining. The application taxes will be applicable according to the actual ones.
For this paragraph only, ‘employees’ indicate the current people employed by the company before the referenced project. During the phase of service performance by Digitalberge now and 24 months thereafter, 1) Digitalberge does not agree to induce or solicit any employee of client to end the employment with client, or to hire any of the client’s employee without the client’s prior approval in written format. 2) The client agrees not to induce or solicit any of our employees to end the employment contract with Digitalberge or to recruit any of our employees without any written prior approval from us.
This agreement, or any work statement of licenses or rights granted hereunder will not be assigned, subcontracted or delegated by any other party without obtaining a written consent of the other party, except for the case that 1) A party transfers and assigns this Agreement and any other statement of work, along with its obligations and rights hereunder and thereunder to a third party succeeding to significantly own most all its assets or business, or transfer or allocate any rights to get payments hereunder, and 2) Digitalberge might be subcontracting its responsibilities to one of our completely owned subsidiaries or third party vendors or service providers, provided that we remain liable to the respective client. This includes with respect to its omissions and acts of the parties that are engaged and employed by us. However, client might not transfer or assign this agreement directly to any of our competitors.
The client represents an unconditional guarantee to Digitalberge that all the elements of graphics, text, designs, photos, source code, trademark or any other artwork provided to Digitalberge to include in the web pages, are owned by the respective client. Alternatively, the client guarantees that he or she has got the authorization from the rightful owner to deploy all these elements. The client will protect defend and protect Digitalberge, holding the company harmless from any suit or claim that may possibly arise from using these elements that the client furnishes to us.
We, at Digitalberge, retain the ownership or copyrights of the design or source code of all the files that we develop, design or produce during the process of working on this particular project. When the final payment is received, we will hand over the ownership and project rights of the respective design or source code to the respective client.
The contract was signed in Uttar Pradesh, India, regardless of the venue and time. Therefore, any possible dispute will be arbitrated or litigated in Uttar Pradesh, India.
In this agreement, the present proposal constitutes the primary agreement between the client or its owners on one side, and Digitalberge on the other.
Any further work that we have not mentioned in this proposal has to be distinctly estimated. An amendment may be required to this particular proposal.
The client has to provide all the text, content and images. If we do not receive these materials from the client, we assume that the client has given us the right to deploy images available on the internet. We will try our level best to use images that are free from royalty. However, when we deliver the project, the client is responsible for checking the work we have provided and agreeing on the same. In case the client realizes that the project includes something which he or she does not own, he or she has to get back to us immediately, so that we can change it. Once we deliver the work, we do not own the obligation or any infringement of copyright, performance issues, trademark infringement, damage or legal issue that may possibly arise. Therefore, the clients, for their best interest, should provide the text, images and other content when they sign the contract. They need to make sure that we carry out the work as per this agreement.
In case that the fees or tax that the client would be paying is deductible at the source, the client has to provide us with the TDS certificate when they make the due payment. The fees (professional) are exclusive of any other levies of the government or applicable taxes. Any of these levies or taxes have to be paid by the client, considering the retrospective or non-retrospective impact.
If a client terminates a project when the website is under development, we will not refund the initial advance.
If a legal proceeding takes place, the amount paid will not be more than the amount we charged from the client.
Website Development Project
When the clients brief us about the project, they carry the responsibility to provide clear guidelines to us, along with specific details and the flow of the project as they want. In case you do not provide us with such details, we are going to carry out the task with our understanding of what is to be done, and price the project accordingly. In case of any discrepancy in future, the client may have to shell out additional costs, so that the necessary changes are accommodated. Therefore, it is vital for you to clarify every element of your website development and make sure that we have quoted you only on the necessary requirements.
Once we finalize the proposal, any enhancements, changes or addition to the design or functionality of the project will have an impact on the proposal. This might result in a revised date of delivery and an additional cost. We charge all the additional work, above and over the estimates additionally. Digitalberge, under no condition is liable for possible delays resulting from changes made by the clients in the project brief.
Any possible complexity pertaining to specific deliverable has to be addressed in advance, and counted in the proposal for the purpose of costing. Digitalberge works with its clients in good faith and expect them to disclose a complete idea of what they expect from us. In case any discrepancy arises due to unclear expectations or requirements, we will not bear the same.
Within the initial couple of weeks after commencing a project, the client needs to provide us with the content for website and other relevant materials. In case of delays, the overall project may get delayed. If it crosses a reasonable timeframe, you might have to incur additional costs.
As a client, you must understand that sometimes there might be unforeseen conditions delaying the development of the project, particularly when any third-party software is integrated into the work environment. Under these conditions, we shall give our best efforts to accomplish the project as per the agreed timeframe, specified in the proposal. So long as it remains within a reasonable phase, the client decides not to penalize Digitalberge for any genuine delay, provided we make all the efforts to adhere to the proposed schedule.
We do not take any responsibility pertaining to the use of third-party software, products or components deployed in the process of website development. These include the SSL certificates, payment gateways, etc. To avoid possible disruptions, we advise our clients to take regular backups.
We coordinate with third-party service providers while offering our packages. Changes made in the rules and policies of the third-party provider may have an impact on the services provided by us, or these terms and conditions.
Unless we specifically mention, the charges for registering your domain are not a part of the proposal.
Unless we specifically mention, the quotations do not include the hosting charges. If necessary, we can arrange a suitable hosting solution. For this, we will submit a separate quote, which the client would approve.
After delivering a website, we offer free services for maintaining the website and training for two months.
In case you decide to arrange your own hosting, you should consult us before you decide the nature of database and hosting. The reason is, it should go well with the necessary technology that we have deployed during the development process. In this context, you should understand that we would need a complete access to the website for hosting support for deploying the application after testing. The client cannot hold us liable for errors or delays arising from any action, direct or indirect, of the hosting company.
We cannot lend any third party or client with the access to test their websites or servers.
The copyright of the finished images, web designs, pages, source files and codes that our developer creates will be available to the client only after they make the final payment as per prior agreement in written format. In case of the absence of an agreement, the developer will own the codes and designs.
If requested, the client would be allocated with dedicated resources as well as the required functional staff for support, like a project manager or team leader, based on the nature of commissioned service.
The designer or developer would work on a dedicated basis. Therefore, it is crucial to ensure that the person is engaged all the time to avoid possible delays. These delays might increase the overall time requirements necessary to complete the respective projects.
No attempt will be made by the client to engage in any sort of business with our ex-staff or current employees on a personal basis. Any contrary made to this clause may lead to legal proceedings, where all the parties would be involved. All the employees working with Digitalberge have signed clauses pertaining to confidentiality in their respective employment contracts, and they have signed agreements for non-disclosure.
The concerned resources would operate from Digitalberge’s Indian office. The working hours of this office are 10:00 AM to 07:00 PM (IST), from Monday to Friday. We notify all public holidays in advance. The development team conveys this information directly to the clients. We generally compensate these holidays, putting in extra hours to time during the evenings at the weekends, or at any other schedule that the client agrees upon.
We consider a man-month to be 160 working hours per month. When one of our developers operates on a dedicated basis, we allocate them for a weekly period of 40 hours, a monthly period of 160 hours, etc. This time includes the hours spent on programming, designing, testing and waiting for feedback from the clients, that the developer(s) might request.
Both the parties, hereby, agree to reveal the ‘confidential information’ to a limited number of their employees, who actually need access to this information on a ‘need-to-know-basis. We also ensure that these employees would shoulder the obligation of disclosing or using the information.
On providing a written notice, any of the parties may terminate the agreement, contract or services. For large projects, the notice projects would be 3 months. For medium to small projects, the notice period would be one month. For clients working with us for material and on-going time projects (monthly and weekly projects that are running with dedicated designers and developers), the notice period should be one week (minimum). Digitalberge owns the right to define the nature of a project. In case third party services are involved, additional time may be required.
When the project is on its course, the client is responsible to furnish all the relevant information. This includes, but is not limited to the necessary pictures, content, previous code, and so on. This would make the project technically viable and feasible. In case the above-mentioned elements or any other relevant materials are absent, we will use shareware or freeware material, as needed.
In case a client insists us to use any copyrighted material, Digitalberge will not be responsible for the same. We will assume that the client has taken adequate care to ensure that the copyright or legal issues would not create any hassle. Besides, when the final payment is made, or the website goes live, Digitalberge would consider that the client has provided it with the signal to go ahead or deploy the material mentioned. Therefore, they would shoulder the responsibility and be at their own risk of the consequences.
When the client makes the final payment to us, he or she would own all the particular instances of codes we produced for them. However, this does not include the trade secrets, methods, techniques or algorithms our developers deployed to produce the same, and it would belong to us.
In case a client is not able to furnish the necessary information, feedback or materials timely to us during the course of work within 24 hours of being requested, it might be necessary to resource to other projects or reschedule the team while we stay waiting. The delays resulting from re-allocating our resources from this project will be deducted from the allocated time for completing the same.
In case we request any decision, information, approval or materials from you to work on the project, and you fail to provide the same within 30 days of receiving us requesting the same, we will consider the project to be completed and the payments would be due.
Hosting of websites involves an annual charge. This has to be paid for the entire year in advance.
The client is responsible to pay the hosting charge and renew it on time, so that the website keeps running. If you fail to renew the hosting before the expiry date, it might lead to a loss of backups, emails, data, files, etc. From the server, the unpaid hosting would be deleted or disabled.
We expect the renewals to be paid around 7 working days before the working data. We will not be responsible for problems arising from delayed payments.
Hosting is available on servers through third-party service providers on shared and non-shared servers. We ensure to our best efforts that Digitalberge’s systems are secure from viruses, hackers, intruders and other problems, both online and offline. However, the client cannot hold us liable for any kind of disruption of their services, in case this kind of a situation crops up.
The client holds the sole responsibility for the content that remains stored on the server when they purchase the hosting service. This is also applicable for any activity of email services or script created under the respective hosting service. Therefore, the client needs to ensure the security of all the applications, account passwords or scripts. This ensures that all these materials remain free from online vulnerabilities that are likely to cause harm to any portion of the server, accounts of other clients that are hosted, or the visitors’ external systems when they view the content hosted.
Digitalberge owns the right, in case a malware attack takes place, to delete some or all the files present on the hosting service without any prior notice.
Code of Conduct
Digitalberge, at all times, works towards maintaining cordial, professional relations with and between the clients, vendors or partners and our team (& staff). At no point in time, irresponsible or disrespectful conduct would be tolerated, from any sides. It is hereby stated that no client, vendor or partner, former or existing, has the authority or right to use abuse; physical, verbal or written, against any of our employees and associates. Such conduct calls for strict legal and professional action against the client, vendor or partner. Digitalberge reserves the right to terminate the contract with immediate effect with the said client, vendor or partner in such circumstances.
Additionally, a client, vendor or partner, former or existing, has no authority and is expected not to contact any of our employees without prior consent of the firm, Digitalberge. Any unauthorised communication with any of our employees without prior consent or approaching them for professional or personal favours is strictly prohibited at all times.
You may send us cancellation requests for hosting services by email in writing at least one month before the date of expiry. Remember, we cannot cancel the hosting once it is renewed, and you need to pay the hosting charges for the entire year.
In case you do not renew the hosting by paying the amount before the date of expiry, we own the right to disable all the associated services along with hosting, including DNS records and emails. If you want us to re-enable the hosting, the process might include additional charges. We will not be responsible for any kind of loss, including backups, emails, files, data, costs of restoration, etc.
In case the hosting has been disabled or cancelled, all the databases, emails and backups in the server would be deleted without any notification being sent to you.
When you pay all the invoices, it is your responsibility to request us for the below-mentioned files:
• From time to time, it is necessary to download all the emails on the computer of the client. You need to keep the email boxes within their respective quota limits. We carry out periodical maintenance on the email boxes, where we might delete emails that are more than 6 months old.
• As a client, you must not be using the email hosting services for storing inappropriate content or emails that are undesired, or the ones which might infect the server or result in spamming. In case this happens, we will take immediate action to delete all the necessary files without providing any prior notice.
• Our packages are crafted in collaboration with third party service providers. In case there is any change in the policies and rules of the third party, it might have an impact on our services or the terms and conditions mentioned here.
• The hosting takes place on third party’s servers, which may be shared or non-shared. We try out best to keep our systems secure from intruders, viruses, hackers and other online vulnerabilities. However, the client cannot hold us liable for any sort of disruption of services under such situations.
• The client needs to pay the charges for all registrations of domains and renewals in advance.
• An expired domain may result in the loss of the domain and disruption in services.
• We won’t be responsible in case of the expiry of a domain due to non-payment of the charges, or late payment. All these payments are to be made at least 7 days before the date of domain expiry.
• The client holds the responsibility to get their domains renewed with Digitalberge.
• Before Digitalberge releases the domain name, all the dues and invoices are to be fully paid.
• We store the domains in a common account. We, therefore, cannot provide clients with access to the panel for controlling domains.
• We come up with packages in coordination with other parties. Therefore, changes made to the policies and norms of the third-party service provider may have an impact on our services, or these terms and conditions.
• If any client has to cancel the auto renewal of the annual fees, they need to write to us and inform about the same at least one month before the date of renewal.
• Ongoing term: In case the client, for some reason decides that an ongoing package of maintenance has to be terminated, they need to shell out the balance amount, based on the remaining months.
• We hold the right to end the annual maintenance at any point of time. In this condition, we will provide the client with a written notice.
• Clients should hereby note that Digitalberge holds the right to change these terms and conditions anytime, without any prior notice.