These are the standard terms and conditions that is a legal agreement between the company (“Infinite Open Source Solutions LLP”) and the client (“Customer”) for the purpose of Infnite MLM Software Development. These Terms and Conditions set forth the provisions under which the Client may use the developed software.
1. Grant of License
Subject to the terms and conditions of the Agreement, the company grants to the client a non-exclusive, non-transferable license to use the software. Client agrees that he won’t copy, modify or re-distribute the licence. The company provides the installation and the setup of the software. The client may not, however, transfer or sublicense the software to any third party, in whole or in part, in any form, whether modified or unmodified.
2. Permissions and Copyrights
The client shall not modify or create copy of the Licensed Software or documentation including translation or localization; redistribute, encumber, sell, rent, lease, sub-license, installing in any other server. A client shall not remove or alter any copyright or other proprietary notices, legends, symbols or labels in the Licensed Software. If the company finds any violation, the company reserves the right to access or remove the source code and the entire software anytime.
3. Processing Objectives
- 3.1 The Company, in connection with providing the Services, undertakes to process personal data on behalf of the Client in accordance with the conditions laid down in the Addendum. ”Personal Information” means information that relates,directly or indirectly, to an identified or identifiable person ( a “Data Subject” ), which may include names,email addresses,postal addresses, or online identifiers, that Client provides or submits in connection with using the Services. The processing will be executed exclusively within the framework of the Agreement, and for all such purposes as may be agreed to subsequently.
- 3.2 The specific categories of Personal Information that Company will Process in Connection with the Agreement are set forth in Scope of Processing.
- 3.3 The Company shall refrain from making use of the personal data for any purpose other than as specified by the Client. The Client will inform the Company of any such purposes which are not contemplated in this Addendum.
- 3.4 All personal data processed on behalf of the Client shall remain the sole and exclusive property of the Client and/or the relevant Data subjects.
4. Technologies and Hosting:
- 4.1 Technologies: The entire application will be developed in PHP. The back end will be MySQL.
- 4.2 Hosting Server: Linux Server with unlimited space and unlimited bandwidth.
5. Source code
The ownership rights of the source code will be with the end user client, handing over the process to the client only after completion of application development & payments as agreed. However, the client is entitled to use and customize as per their own requirement, but not to resell to anyone else. The technology developed & delivered is an intellectual property ownership remains with M/s. Infinite Open Source Solutions LLP.
6. Software Responsibility
The client agrees not to do any modification in the software / source code and if it is done, the company will not be responsible for maintaining the client’s software and the charges will be applicable to fix any issue for the modified code. Upon client’s prior written approval, corrections for difficulties or defects traceable to the client’s errors or systems changes shall be billed at the company’s standard time and material charges.
7. Company And Client Responsibilities
- 7.1 The parties acknowledge and agree that
- 7.1.1 Company is a processor of Personal Information under Applicable Law;
- 7.1.2 Client is a controller of Personal Information under Applicable Law;
- 7.1.3 Each party will comply with the obligations applicable to it under Applicable Law with respect to the Processing of Personal Information.
8. Company Responsibilities
- 8.1 As part of the Services, Company will use commercially reasonable efforts to Process Personal Information. ”Process” or “Processing” means any operation or set of operations which is performed on Personal Information,whether or not by automated means,such as the access, collection, use, storage, disclosure,dissemination,combination,recording,organisation,structuring, adaption, alteration, copying, transfer, retrieval, consultation, disposal, restriction, erasure and/or destruction of Personal Information.
- 8.2 Company will use commercially reasonable efforts to
- 8.2.1 Process Personal Information solely in accordance with Client’s documented instructions;
- 8.2.2 Process Personal Information in accordance with laws,rules, and regulations that apply to Company’s provision and Client’s use , of the Services,including the General Data Protection Regulation (EU) 2016/679(“ GDPR’, and collectively , “Applicable Law”);
- 8.2.3 Not disclose or otherwise make available in any form any Personal Information to any third party without first,expect to the extent prohibited by Applicable Law,
- 18.104.22.168 Notifying Client of the anticipated disclosure (so as to provide Client the opportunity to oppose the disclosure and obtain a protective order or seek other relief);
- 22.214.171.124 Obtaining Client’s prior consent to the disclosure; and
- 126.96.36.199 Imposing contractual obligations on the third party recipient that are at least equivalent to those obligations imposed on Company under this Addendum.
- 8.2.4 Amend, correct or erase Personal Information at Client’s written request and provide a means for Client to update and make accurate Personal Information Processed by Company.
- 8.2.5 Notify Client of any third party request (by a Data Subject or otherwise) to
- 188.8.131.52 Restrict the Processing of Personal Information
- 184.108.40.206 Port Personal Information to a third party; or
- 220.127.116.11 Access,rectify ,or erase Personal Information. Company will use commercially reasonable efforts to assist Client, at Client’s reasonable written request in complying with Client’s obligations to respond to requests and complaints directed to Client with respect to Personal Information Processed by Company;
- 8.2.6 At the reasonable written request of Client,cooperate and assist Client in conducting a data protection impact assessment.
- 8.2.7 Ensure the Company personnel Processing Personal Information are subject to obligations of confidentiality; and
- 8.2.8 Keep all Personal Information compartmentalized or otherwise logically distinct from other information of Company or its personnel,suppliers,customers or other third parties.
- 8.3 Company will use reasonable efforts to inform Client if Company becomes aware or reasonably suspects the Client’s instructions regarding the Processing of Personal Information may breach any Applicable Law.
9. Rights of Data Subjects
- 9.1 Company shall, to the extent legally permitted, promptly notify Client if it receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Taking into account the nature of the Processing, Company shall assist Client by appropriate technical and organizational measures, to the extent possible, for the fulfillment of Client’s obligation to respond to a Data Subject Request. Except to the extent required by applicable law, Company shall not respond to any such Data Subject Request without Client’s prior written consent except to confirm that the request relates to Client.
- 9.2 Further, to the extent Client, in its use of the Services, does not have the ability to address a Data Subject Request, Company shall upon Client’s request provide commercially reasonable efforts to assist Client in responding to such Data Subject Request, to the extent Company is legally permitted to do so and provided that such Data Subject Request is required under applicable Data Protection Laws. Any costs arising from such provision of assistance shall be the responsibility of Client, to the extent legally permitted.
10. Transmission of Personal Data
- 10.1 The Company may process Personal Information in countries outside the European Union. In addition, the Company may also transfer the Personal Information to a country outside the European Union provided that such country guarantees an adequate level of protection and it satisfies the other obligations applicable to it pursuant to Addendum.
- 10.2 Upon request, the Company shall notify the Client as to which country or countries the personal data will be processed in.
11. Engaging of Third Parties or Subcontractors
- 11.1 The Company is authorized within the framework of the Agreement to engage third parties, without the prior approval of the Client being required. Upon request of the Client, the Company shall inform the Client about the third party/parties engaged.Client hereby provides its general authorization for Company’s use of subcontractors to Process Personal Information on Client’s behalf.
- 11.2 The Company shall in any event ensure that such third parties will be obliged to agree in writing to the same duties that are agreed between the Client and the Company.
- 11.3 The parties agree that the copies of the Sub-Contractor agreements that must be sent by the Company to the Client may have all commercial information,or provisions unrelated to the processing of Personal Information or their equivalent, removed by the Data Importer beforehand; and that such copies will be provided by Company only upon reasonable request by Data Client.
12. Security Safeguards
- 12.1 The Company will endeavor to take adequate technical and organisational measures against loss or any form of unlawful processing (such as unauthorized disclosure, deterioration, alteration or disclosure of personal data) in connection with the performance of Processing Personal Information under the Addendum.
- 12.2 The Company does not guarantee that the security measures are effective under all circumstances. The Company will endeavor to ensure that the security measures are of a reasonable level, having regard to the state of the art, the sensitivity of the Personal Information and the costs related to the security measures.
- 12.3 The Client will only make the Personal Information available to the Company if it is assured that the necessary security measures have been taken. The Client is responsible for ensuring compliance with the measures agreed by and between the Parties.
- 12.4 The Company shall not be responsible for data loss from the Client, its employees or subcontractors.
13. Non Disclosure
Each party will be given access to Confidential Information from the other party in order to perform its obligations under this agreement. The client agrees that he/she will not disclose any confidential information to another party. The company will not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
14. Records and Audits
- 14.1 Company will keep at its normal place of its normal place of business records of its Processing of Client Personal Information.
- 14.2 In order to confirm compliance with Addendum, the Client shall be at liberty to conduct an audit by assigning an independent third party who shall be obliged to observe confidentiality in this regard. Any such audit will follow the Company’s reasonable security requirements, and will not interfere unreasonably with the Company’s business activities.
- 14.3 Any such audit shall be conducted
- 14.3.1 On reasonable advance written notice to Company; To request an audit, Client must submit a detailed audit plan at least 90 days in advance of the proposed audit date describing the proposed scope,duration, and start date of the audit. Client shall bear the cost of such audit.
- 14.3.2 No more than once per year
- 14.3.3 During Company’s standard business hours;
15. Security Breach
- 15.1 If Company has actual or constructive notice of any actual or potential Security Breach (as defined below), Company will take commercially reasonable efforts to, without undue delay : 15.2 “Security Breach“ means any unauthorized access to Company owned or controlled networks or systems where Personal Information resides or any misuse or unlawful or accidental loss, destruction, alteration or unauthorized Processing of Personal Information under Company’s possession or control. This obligations do not apply to incidents that are caused by Client or Company’s personnel or users.
- 15.1.1 Notify Client of the Security Breach and any third-party legal processes relating to the Security Breach through email.
- 15.1.2 It is Client’s sole responsibility to ensure it maintains accurate contact information on Company’s support systems at all times.
- 15.1.3 Help Client investigate, re-mediate, and take any necessary action regarding the Security Breach and any dispute,inquiry,investigation, or claim concerning the Security Breach ; and
16. Third Party Providers
17. Software Demo Responsibilities
The company is providing a Software Demo on the website just to give the idea of how MLM Software will work. While using the demo, the entered details by visitor/client company is not responsible for any data. The company recommends avoiding the use of personal information in the preset demo.
18. Project Pre-Requisites
The client is requested to provide the company all the below-listed items in Soft & Hard copies, which are required to use on various stages of Website designing & software development.
- 18.1 The title of the Project / Company / Venture & LOGO.
- 18.2 Company Address, mailing address, Phone Numbers to be shown on website Contact us page.
- 18.3 Finalized Descriptive matter of Business Plan with illustrations. Case studies for references and also critical logic explanations to understand the fund’s allocations for each income offered.
- 18.5 Application form format to know the fields of data to be filled by the applicant, and a list of Terms & Conditions to be accepted by the applicant while signing up.
- 18.4 Content material like a profile of the company or promoters to be shown on the website, Products / Services literature, proprietary images (If any), etc.
- 18.6 ID No. Format – The unique identical number or username the system should allocate.
- 18.7 Color choice if you have any for website design, specifications like links and navigation required on the open website.
- 18.8 Formats of Bills, Certificates, receipts and other any stationery, which need to provide from the software.
- 18.9 The flow of Business operational procedures as chosen to administrate the complete business activity.
- 18.10. If the client wants to integrate any third party application like payment gateway, the client has to provide required integration API on the time to avoid delay of project delivery.
The early arrangement of above-listed points enables company to design, develop & deliver the application software as per the client requirement on time.
19. Duration and Termination
- 19.1 Addendum is entered into for the duration set out in the Agreement.
- 19.2 Addendum may not be terminated in the interim.
- 19.3 Addendum may only be amended by the Parties subject to mutual consent.
- 19.4 The Company shall provide its full cooperation in amending and adjusting the Addendum in the event of new privacy legislation.
20. Return or Destruction of Personal Information
- 20.1 Upon return request by Client or when Company no longer is required to Process Personal Information to fulfill its obligations under the Agreement, Company will use commercially reasonable efforts to
- 20.1.1 Cease all use of Personal Information; and
- 20.1.2 Return all Personal Information to Client or, at Client’s option, destroy all Personal Information and all copies thereof, except to the extent that Company is required under Applicable Law to keep a copy of Personal Information for a specified period of time.
21. Payment Terms
The client agrees to pay advance amount based on the requirement at the time of issuing Purchase Order and other installments based on the payment schedules mentioned in the quotation. The Company reserves the right to decline or remove the work for the Client if payment is not received within the time frame.
22. Additional Requirement Charge
Additional requirement requested by the Client that have not been specified in the agreed quotation is subject to an additional quotation by the company on receipt of a specification. If the work is required as a part of an existing project, then this may affect time scale and delivery time of the project.
The taxes applicable for the software development services will be charged according to the constitutionally established scheme of taxation in India.
24. Maintenance and Support
In accordance with the terms of the Service Agreement, the company will furnish the free service such as installation, online support via Skype or Mail, and error-correction for the software till the six-month duration from the delivery date mentioned in the quotation of the project. In the case, that client has technical queries in using the software during the 6 months of this Agreement, a client can send those queries to the company and the consultation will be provided within 48 hours without any charge. After that, $23/hour will be charged to solve any query. Any integration of additional module or features will be charged based on client’s requirements.
25. Company Responsibilities towards Clients
Company shall develop the Software substantially in accordance with the Specifications. Company will deliver the project on time and will provide a one time online training via Skype or Mail for using the MLM Software.
By accepting this license grant, the client does not become the holder of any other intellectual property rights in the Licensed Software. Title to and ownership of the intellectual property rights in the Licensed Software, all copies thereof, and all documentation related thereto shall remain at all times with the company. The client agrees to take all steps which are reasonably necessary to protect the company’s ownership rights to the Licensed Programs in the conduct of the client’s licensed commercial activity with the Licensed Programs, and will not take any action to, limit or interfere in any manner with such rights.
27. Sign-Off Process
On completion of website & software application as per the specification, required customization & implementation and also complete payment are made; we will be approaching you with the Sign off process call. During this process, we will be handing over you all the software developed source codes to your custody. You will also intimate to change all the passwords of live servers, domains FTP & database to maintain privacy further at your own responsibility. However, if required you may share with us again as and when required any support or updates from us as a reserved privilege, we will be keeping a copy of the software source code with us for our necessary records.
The company reserves the right to terminate the project with a Client at any time without prior notification if it finds the Client breaches these Terms and Conditions. The company shall destroy all copies of the Licensed Software held or controlled by the client. The company shall be the sole authority in deciding what constitutes a breach. In such situation, no refunds will be given.
- 29.1 Logs and measurements taken by Company shall be deemed to be authentic, unless the Client supplies convincing proof to the contrary.
- 29.2 This DPA and the Agreement are Data Exporter’s complete and final instructions to Data Importer for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately.
- 29.3 In the case of any inconsistency between documents and the appendices thereto, the following order of priority
- 29.3.1 The Agreement;
- 29.3.2 The Addendum
- 29.3.3 Additional conditions, where applicable
- 30.1 Company makes no representation or warranty that this addendum is legally sufficient to meet client’s needs under applicable law, including the gdpr
- 30.2 Company expressly disclaims all representations or warranties,whether express,implied,statutory, through a course of dealing,or otherwise that this addendum will comply with or satisfy any of client’s obligations under applicable law,including the gdpr.
- 30.3 Client fully understands that it is solely responsible for complying with all of its obligations imposed by applicable law.
- 30.4 The parties agree that there will be no presumption that any ambiguities in this addendum will be construed or interpreted against the drafter.
By placing an order, the Client acknowledges that he/she has read, understand, and accept the Terms and Conditions of this Agreement. The Company reserves the right to modify these Terms and Conditions at any time without prior notice.