Terms Of Service

The "Minimum Term" of the Service will be 3 months, commencing on the date the service is available for use by client. Each "Renewal Term" will automatically begin at the end of the preceding (Initial or Renewal) Term and continue for the next 3 months.

Payment Terms and Conditions

1) Payment has to be made in advance for each month to utilize the dedicated developer's services.

2) The costs above are in respect of dedicated developer's service, training and support. Any client specific hardware, software, networking/connectivity cost will be on part of client though Rightway Solution shall be providing its help in evaluating and installation of the system. If any third party licensed software is purchased as a requirement for the software development, its cost will be on part of client.

3) Client shall make payment within 7 (seven) days of receipt of invoice. The details of how to pay via wire transfer or Credit Card/Paypal will be sending separately.

4) Dedicated developer would be entitled to take holidays as per Rightway Solution's holiday calendar. Incase the dedicated developer takes extra leaves, that would be adjusted in the invoice sent for the next month.

5) Incase the developer dedicated to client leaves Rightway Solution within the contract period, Rightway Solution will send a notice regarding the same 15 days prior to developer leaving the company. Within that period of time Rightway Solution will arrange a replacement and carry out the knowledge transfer. Team manager at Rightway Solution will ensure that operations at client are not affected by such activities.

Payment Method

Payment is accepted through Wire Transfer and Credit Card/Paypal. Credit Card/Paypal processing fee (6%) charged by our merchant service provider or the wire transfer processing fee would be payable at your end.

Taxes and Duties

Charges given above are excluding any tax, duty or other sum chargeable in accordance with the applicable laws. You shall perform such duties in regard to the deduction of such tax as may be lawfully imposed.

Payment Defaults

In case of default in payment as per the payment terms and conditions mentioned, an interest will be charged @ 18% p.a. for the amount due. In case the payment doesn't come within three months Rightway Solution could take recourse to dispute mechanism as mentioned elsewhere in this Contract.

Confidentiality

1) Rightway Solution acknowledges that Client is the owner of and is in possession of valuable trade secrets, know-how and confidential information, and that the goodwill of Client depends, among other things, upon keeping such information confidential and that unauthorized disclosure of the same would cause irreparably damage to Client; and that by reasons of Rightway Solution's duties hereunder. Rightway Solution may also come into possession of such information. All such information concerning trade secrets, know-how/technical data, software, research products, processes, engineering techniques, strategies, internal procedures, the information pertaining to its business, is hereinafter jointly and severally referred to as "Confidential Information".

2) Except as provided by (a) and (b) below Client and Rightway Solution shall at all times during the currency of this Contract and thereafter:

• Use their best endeavors to keep all Confidential Information confidential and accordingly not to disclose any Confidential Information to any other person; and
• Not use any Confidential Information for any purpose other than the performance of their respective obligations under this Contract.

3) Any Confidential Information may be disclosed by Rightway Solution to any of it's employee to such extent only as is necessary for the purposes contemplated by this Contract; subject in each case to Rightway Solution using all reasonable endeavors to ensure that the recipient employee keeps the same confidential and does not use the same except for the purposes for which the disclosure was made.

4) Any Confidential Information may be used by Rightway Solution for any purpose or disclosed by Rightway Solution to any other person to the extent that:

• It is at the date hereof or hereafter becomes public knowledge through no fault of the Rightway Solution provided that in doing so the Rightway Solution shall not disclose any Confidential Information which is not public knowledge; or
• It can be shown by the Rightway Solution to the reasonable satisfaction of the Client to have been known to Rightway Solution prior to its being disclosed by the Client to Rightway Solution.

5) The information of the deliverables will be for the sole and exclusive use of Client.

6) Rightway Solution acknowledges that damages shall not be an adequate remedy for breach of the provisions of this Clause by it or its personnel. Therefore, without prejudice to any other rights or remedies available to it, Client shall have the right, in the event of such breach (or anticipated breach), to seek injunctive or other equitable relief to remedy or prevent the breach.

Rights on Data

All equipments, plans, specifications, designs, software, reports and other documents, which are procured or developed by Rightway Solution shall exclusively become and remain the property of Client. A dedicated developer is contractually bound to forego intellectual property rights and assign or transfer the ownership of all intellectual property to Client.

Non-solicitation

Both the parties agrees that during the currency of this contract and up to two years from the date of completion of project they will not try and will not recruit employees of each other which are connected directly or indirectly with the project.

Warranty

Rightway Solution provides no warranty over the software developed under this Contract.

Limitation of Liability

Rightway Solution shall be liable to , for the performance of the Services in accordance with the provisions of this Contract. Such liability shall extend to any damages that has been or is reasonably apprehended to be suffered by Client. However such damages or liability shall be limited to contract value. Rightway Solution shall not be liable for any damage or injury caused by or arising out of the act, neglect, default or omission of any persons other than the Rightway Solution or its Personnel;

Jurisdiction

This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Laws of Republic of India. Only the Courts of Competent Jurisdiction in Ahmedabad shall have exclusive jurisdiction in respect of all matters relating to or arising out of this Contract.

Termination

Termination by Client

1) Client may, by not less than thirty (30) day's written notice of termination to Rightway Solution terminates this Contract at the end of any (Initial or Renewal) Term after the occurrence of any of the events specified in paragraphs (a) through (c) of this clause.

• If Rightway Solution becomes insolvent or bankrupt or enters into any Contracts with their creditors for relief of debt or takes advantage of any law for the benefit of debtors or goes into liquidation or receivership whether compulsory or voluntary;
• If Rightway Solution fails to comply with any final decision reached as a result of mutual agreement or arbitration proceedings.
• If Rightway Solution submit to Client a statement which has a material effect on the rights, obligations or interests of Client and which Rightway Solution knows to be false;

2) Rightway Solution will need specified period of lead-time to allocate the developer and prepare properly for commencing the service. The fee is charged only from the date Client start using the services of dedicated developer.

3) If Rightway Solution is not able to commence the service within committed period, then Rightway will notify of that fact before the period expires. Client will then have the choice of either waiting for the allotment or terminating the contract and receive a full refund.

4) In case if for any reason Client is not completely satisfied with service of the developer, Rightway Solution will make sure to immediately take off the developer from the project and provide a replacement ASAP. In such case Client can also terminate the contract within first 7 days and Rightway Solution will refund the unused proportion of the service fees in full.

5) A termination made pursuant to the provisions of this Clause shall render Client liable to Rightway Solution for the payment of fees and reimbursement of actual expenses incurred in accordance with the payment terms of this Contract for the services rendered by Rightway Solution until the date of termination.

Termination by Rightway Solution

6) Rightway Solution may also terminate the Contract in the manner and for the occurrence of events in which Client can terminate the Contract as per Clause I above.

7) A termination made pursuant to the provisions of this Clause shall render Client liable to Rightway Solution for payment of fees and reimbursement of expenses in accordance with the payment terms of this Contract for the services rendered by Rightway Solution until the date of termination.