By, And, Between Rovia Solutions Private Limited with its registered office at 12 Sharavathi Castle Brundavan layout KIAL Road Chikkajala Bangalore 562157 (hereinafter referred to as “Rovia Solutions”)
It is Agreed: Definitions “Agreement” means these terms and conditions for the provision of the Services. “Consultant” – An individual employee of Rovia Solutions or a sub-contractor supplied by Rovia Solutions to provide the Services. “Services” – IT Consultancy services to be provided under this Agreement including but not limited to project management, business analysis, consultancy days and training, system and app design and modification, web site design, creation and updating of the same as specified in the Proposal.
“Price” – the fixed price for the Services agreed between the parties or the hourly or daily rate agreed between the parties.
“Proposal” – the proposal supplied by Rovia Solutions to the Customer in relation to the Services, referred to in the Proposal and to be accepted by the Customer in writing or by making any advance payment for the service and which contains a detailed description of the Services, the Agreement, the Price and such other information as maybe relevant.
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. By agreeing to contract and use of our services, it is mutually agreed upon that you have understood and agreed on our terms and conditions.
1. PROVISION OF SERVICES
1.1 Rovia Solutions shall supply Services to the Customer with reasonable skill and care in accordance with good industry practice and shall make reasonable endeavours to meet the timescales detailed within the Proposal.
1.2 Rovia Solutions shall provide the Services at its site or at the Customer’s site as Rovia Solutions in its absolute discretion sees fit.
1.3 Rovia Solutions shall ensure that all Consultants supplied to the Customer are fully competent and experienced and capable of providing the Services.
1.4 Time shall not be of the essence in relation to this Agreement.
1.5 After the requirement gathering and analysis sessions, timelines for milestones completion and payment schedule will be re-estimated and a firm project plan will be provided. The additional details gathered during the requirement gathering phase may have impact on the proposed schedule and commercials of the project.
1.6 Any new requirement or ideas proposed by the customer during the time of implementation can be taken up post project completion, subjected to the technical feasibility of the application and complexity of the efforts in implementing the proposed solution.
1.7 Post implementation support provided Rovia Solutions shall be offsite only.
1.8 This is a fixed cost project and will not be on a time and material basis.
1.9 Any future configurations requested by Customer after the acceptance of the scoped items will be considered as a change request and will be at an extra cost.
1.10 Customer shall provide the support authentication token to Rovia Solutions for integration with Software Service Provider’s Partner portal.
1.11 Customer agrees that, Rovia Solutions will manage the super admin rights of Zoho applications during the period for implementation and support. Rovia Solutions shall handover the super admin rights to Customer over a period of time upon mutual consent.
2.1 The services shall be deemed accepted by the customer after satisfactory completion of the testing phase of the work confirmed by email, or for consultancy or training days on payment of invoice.
3.1 The customer shall be billed for the price on acceptance of the services in accordance with clause 2 or in accordance with the payment milestones detailed in the proposal as relevant.
3.2 The customer shall reimburse Rovia Solutions for all reasonable expenses (including but not limited to accommodation, travel and subsistence) incurred by any consultant in providing the services.
3.3 All invoices are payable within 7 days of the date of invoices, unless otherwise stated.
3.4 Invoices for consultancy and training days are always payable in full in advance of the event.
3.5 The price is subject to GST which shall be charged to the customer at the then current rate.
3.6 In the event there is a delay in payment for more than 5 days from the due date, the Customer shall be liable to pay an interest of 3% per month or maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment. Consultant shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding.
3.7 Any change requests during the implementation or post implementation and Go Live shall be chargeable extra at INR 8,000 per day.
3.8 Any additional user training apart from the scheduled training shall be on a chargeable extra at INR 7,000 per day.
4. DUTIES OF CUSTOMER
4.1 The customer shall provide comprehensive support to Rovia Solutions during the rendering of the services.
4.2 If the services are rendered at the customer’s site, the customer shall supply such facilities as are reasonably required to enable the consultants to render the services without interruption and within the timescales detailed in the proposal.
4.3 The customer shall appoint two contact person (Software Administrator and Leadership resource) to supply Rovia Solutions with any necessary information and take decisions or obtain decisions from others without undue delay.
4.4 Any delay caused beyond a maximum of 2 weeks due to NON-availability of Customer's resources or NOT providing data at the right time shall be chargeable on the basis of INR 2,000 per day.
4.5 The time provided for user acceptance shall be for a maximum of 10 man-days from Rovia Solutions.
4.6 Customer agrees to comply to the following project documentation requirements for effective implementation which involves review, approval and sign-off:
- Master services agreement (includes contractual terms and mutual NDA)
- Scope & Software requirements
- Project charter & project plan
- User acceptance testing
- Project completion report
- Change request form and Service request form
5.1 Rovia Solutions undertakes to take all reasonable measures to ensure that any consultant providing services on a customer’s site shall comply with all reasonable regulations the customer may require provided the same have first been made known to Rovia Solutions or the individual consultant.
6.1 Project Managed by Senior Consultants with vast experience in Software solutions architecture, Business Process Analysis, Sales Performance Improvement, Software Projects Management and Information Technology Consulting. As a company we have a good team of people who are qualified and experienced in the techno functional areas of an organization.
6.2 At the request of the customer Rovia Solutions shall, where possible, replace any individual consultant with an alternative consultant of equal experience. Rovia Solutions shall not be liable to the customer for any failure or delay in providing such alternative consultant. Where any such request by the customer cannot reasonably be deemed to relate to the performance or level of expertise of the consultant, the customer shall reimburse Rovia Solutions within 7 days of demand all costs incurred by Rovia Solutions in connection with such replacement.
6.3 Rovia Solutions reserves the right to employ sub-contractors to provide the services and to replace such sub-contractors or consultants as and when it deems necessary or desirable.
6.4 Neither party shall approach either directly or indirectly for a period of at least 6 months following the last day on which an employee was employed by the other party in connection with this agreement, any employee of the other, with a view to offering them employment. In the context of this clause the employee shall include a self-employed person providing services on behalf of one of the parties, and employment shall include employment as an employee or as a self-employed person.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All intellectual property rights relating to or connected with or arising from provision of the services shall automatically vest in Rovia Solutions, its licensors or its sub-contractors and the customer undertakes to execute such documentation as may be necessary to perfect the title of Rovia Solutions (its licensers or sub-contractors) to such rights.
7.2 For the avoidance of doubt, all intellectual property rights in the data, systems, procedures, operations and documentation produced by or developed by the customer, shall remain the intellectual property of the customer.
8.1 The total liability of Rovia Solutions under this agreement in both contract or tort, shall not exceed the price paid the for the services.
8.2 In no event shall Rovia Solutions be liable to the customer or to any third party for loss of profits or special, indirect or consequential losses or damages
8.3 Customer will be responsible for scheduling and taking regular data backups from their software license provider using the data Backup feature.
8.4 Rovia Solutions will not be held responsible for any loss of data during the course of usage Customer’s users
8.5 Rovia Solutions will not be responsible for any outage OR loss of data on account of any 3rd party application or services integrated to Zoho Books.
8.6 In the event, any configuration on software systems changed by Customer during or after implementation, Rovia Solutions will not be responsible for the implication of such a change by Customer’s administrators. The cost of corrective measures shall be chargeable by Rovia Solutions
9.1 The parties hereto shall keep confidential the trade and business secrets of the other and all other information designated and notified to one by the other as confidential, obtained under or in connection with this agreement. Neither party shall have any such obligation with respect to information which is already in its possession, is independently developed, is lawfully obtained from a third party with no restriction on disclosure or is or becomes publicly known through no wrongful act of such party.
9.2 The parties shall require their employees, sub-contractors (where appropriate) and any authorised third parties having access to such confidential information, to adhere to the obligations set out in clause 9.1.
10.1 This agreement shall terminate immediately in the event of a material breach by the customer of any of the provisions herein not rectified within 7 days of written notice from Rovia Solutions requesting rectification of the same.
10.2 In the event of termination of this agreement for any reason whatsoever, all property in the possession of either party and belonging to the other shall forthwith be returned and any sums due and owing to Rovia Solutions pursuant to clause 3 shall remain a debt due to Rovia Solutions under the terms of this agreement which shall be deemed to continue in respect thereof until full payment has been made by the customer to Rovia Solutions.
11.1 Acceptance of the proposal by the customer in writing prior to its expiry or revocation by Rovia Solutions shall automatically result in the execution of this agreement by the parties.
12.1 In the event that the customer cancels the agreement by giving notice to Rovia Solutions after execution of the agreement in accordance with clause 11 but prior to performance of the services, the customer shall be liable to pay Rovia Solutions the following amounts:
- Less than 14 days notice – 50% of the price
- Less than 7 days notice – 100% of the price
13.1 Rovia Solutions reserves the right to employ subcontractors to provide the services.
14. FORCE MAJEURE
14.1 Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
15.1 license subscription charges On actual, as per the prevailing rates and discounts offered by Zoho Corporation.
15.2 Payment on Zoho subscriptions will be paid in advance by Customer to Rovia Solutions and shall not be held up for any reason on any feature limitation on Zoho’s products.
15.3 Additional API calls for Zoho application to integrate with any 3rd party application will be at separate cost and will be on actuals by Zoho Corp.
15.4 Limitations of Zoho’s product are not within the purview of the partner's responsibility either before or after the software implementation. Rovia Solutions as Zoho’s partners are only implementers of a hosted application of Zoho and do not have access to the product development and debugging process. Any product limitation or error identified by the client that needs Zoho resolution can be reported to Rovia Solutions or Zoho to follow up such requests or concerns on behalf of the clients. The response time interval shall be based on the cycle times followed by Zoho Corporation.
15.5 Zoho is a SaaS based application with a predefined framework for customisation capabilities. Any customization parameters can be only within the purview of defined capabilities for any given product of the Zoho Corporation Pvt Ltd. Any out of the box customization requested by any customer will be deemed out of scope. However, the requirements can be intimated to Zoho’s product development team for future development of the product.
16. ANNUAL MAINTENANCE CONTRACT
16.1 AMC shall be renewed after 12 months from the date of completion of the project and will be applicable for subsequent renewals.
16.2 Post Go-Live AMC terms as per Annexure 4. (Proposal)
16.2 The AMC renewal cost will be based on the number of users and products opted by Customer and for subsequent renewals.
17. GENERAL MATTERS
17.1 This agreement, once executed in accordance with clause 11, shall constitute the entire agreement between the parties for the provision of the services to the exclusion of any other terms and conditions (including any customer purchase order) and shall not be altered, amended or cancelled, except in writing signed by both parties hereto.
17.2 This agreement shall be governed by Indian Laws and any disputes arising shall be within the jurisdiction Courts of Karnataka.
Rovia Solutions is a IT Company recognized by DPIIT under Startup India Program. We bring inspiration, innovation and results to every hand that we hold.