Paveer Tech Terms and Conditions of Web Services

/Paveer Tech Terms and Conditions of Web Services
Paveer Tech Terms and Conditions of Web Services 2017-06-28T15:26:34+00:00

Our clients will be referred as “Valued Client”, who has engaged Web Services with Paveer Tech Sdn. Bhd. now referred to as(“Paveer Tech”). Before you proceed to use our services, please take a few minutes to read the following Terms and Conditions carefully. Please be informed that usage of the Paveer Tech Services now referred to as (“the Services”) will be governed by all the following terms and conditions (“these Terms and Conditions”). Paveer Tech may, from time to time, unilaterally update or revise these Terms and Conditions, wherein notice of any change will be posted at https://pavertech.com.my/terms-conditions , fourteen (14) days prior to the effect of such change.

 

1. Terminology & Definitions

 Agreement :  Means the agreement made between Paveer Tech and you, our Valued Client for provision of the Services and shall include these Terms and Conditions, and all amendments and variations made by Paveer Tech from time to time;

Client’s Content:  Means any image, graphics, sound, music, custom coding or scripts, text and any other material supplied by the Client

Domain Name:  Means the domain name specified for the Website by Client from time to time.

Professional Product:  Means the provision of the services described in the contract and include all HTML files, Java files, PHP Files, graphics files, animation files, data files, scripts and programs, both in object code and but excluding the source code, all documentation prepared for Client by Paveer Tech in accordance with the terms of this Agreement.

Mock Up: Means the mock up or design draft, database design, screen layouts, storyboard including navigation scheme, color scheme, and design concept.

Milestone Compliance:  When used in this agreement, means that the functionality provided in said Milestone complies with the Mock Up.

Services:  When used in this Agreement, means the performance of professional services that include but are not limited to system analysis, software development, personnel training, documentation writing.

Website:  Means the user interface, functionality and content made available on pages under the Domain Name

 

 

2. Scope of Services and Price

 

2.1          Paveer Tech shall provide and deliver to Client the Professional Product for the Price as outlined in the Contract of a confirmed Quotation/P.O. (Purchase Order).

2.2          Paveer Tech shall provide the payment terms to Client on the Invoices Billed to client, for the Professional Product/Services outlined in the Confirmed Quotation/P.O. (Purchase Order).

2.3          Paveer Tech reserves the rights to revise the cost based on ninety (30)-day-old project(s) from the Contract signed date, for project(s) not proceeding due to Client’s delay.

 

3. Paveer Tech Responsibilities

3.1          Paveer Tech shall design, develop, and implement Professional Product. In doing so, Paveer Tech may modify, customize, amend, enhance or otherwise change its pre-existing software packages to fulfill the requirements of Client as outlined in the Contract. The Contract is a preliminary outline of estimates and will not be the basis on which Paveer Tech’s performance will be measured. It will be superseded by the Mock Up, which will be confirmed and signed by both parties.

3.2          The Professional Product shall be designed, delivered, and approved pursuant to the milestones in the Contract to the number of amendments agreed upon.

3.2.1      Before Paveer Tech commences work on the Mock Up, Paveer Tech will invoice Client in the amount specified for this Milestone as set forth in the Payment Schedule stated in the Contract.

3.2.2      Paveer Tech shall consult with Client for the purpose of creating the Mock Up. Paveer Tech shall submit the Mock Up to Client for written approval. Upon receipt of the Mock Up, Client will either approve or reject the said specifications. Such approval shall not be unreasonably withheld and either approval or rejection will be provided in writing within seven (7) calendar days of receipt of the Mock Up by Client.

3.2.3      Upon Paveer Tech receiving the written approval of the Mock Up, Paveer Tech shall commence work on Development Milestones pursuant to the Mock Up.

 

3.3          Each Development Milestone shall be programmed, delivered, tested, and accepted pursuant to the procedures listed below.

 

3.3.1      After delivery of each Milestone, Client shall have for seven (7) calendar days (“Acceptance Period”). Client will immediately notify Paveer Tech in writing during the Acceptance Period of a Milestone if that Milestone does not meet Milestone Compliance.

 

3.3.2      If Client does not notify Paveer Tech in writing during the Acceptance Period of a Milestone that said Milestone does not meet Milestone Compliance, then that Milestone will be deemed accepted and Paveer Tech shall invoice Client for the amount specified for that Milestone as set forth in the Payment Schedule stated in the Contract.

 

3.3.3      If Client does notify Paveer Tech in writing during the Acceptance Period of a Milestone that said Milestone does not meet Milestone Compliance, Paveer Tech will submit to Client an outline of the steps Paveer Tech will take to bring that Milestone into Milestone Compliance (“Action Plans”). Once that Milestone meets Milestone Compliance according to Paveer Tech, Client will repeat testing as set forth in Article 3.3.1 above. If said Milestone does not meet Milestone Compliance thirty (30) calendar days after the expiration of the Plan of Action, then the parties will work together in good faith to mutually agree upon a reasonable further action.

 

3.4          Client is only entitled to terminate the development of the Professional Product after paying Paveer Tech for the Milestone(s) that has been completed or had already commenced work.

3.5          Paveer Tech will, at its sole discretion, provide up to the number of times as stated in the Contract of on-site support at the Client’s side / off-site support at the Paveer Tech Stipulated Office during the Development Milestones to assist Client with explanation and training associated with the Professional Product.

4. Client’s Responsibilities

4.1          Client shall ensure that it complies with it obligation to make payment on time in accordance with the Payment Terms stated in the Contract or Official Tax Invoice. In the event that Client defaults in any payment for more than fourteen (14) calendar days, Paveer Tech are entitled to suspend work until Client has paid up all arrears. In the event that Client defaults payment for more than thirty (30) days, Paveer Tech may terminate this Agreement and commence legal action against Client to recover all arrears and legal expenses incurred in recovery of the arrears.

4.2          Client shall provide adequate work space and internet access for Paveer Tech personnel when such persons are performing services for Client at any Client site.

4.3          Client shall appoint one person with authority to represent the Client to liaise with the Paveer Tech on the development of the Professional Product. All the instructions and agreement received from the represent will be perceived as the instruction and agreement from the Client.

4.4          During the Clients first or/and second amendments, Clients are not allowed to add on additional features, not covered in the contracts original scope, plugins, API, Third party software, API Integrations, Hard code modifications, JAVA, PHP and Java Scripts. Should any of the above requests be required to be fulfilled, Paveer Techs reserves the right to charge a fee, or reject the proposition, based on the stage of development on the contract initiated.

4.4          During the Clients first or/and second amendments, Clients are not allowed to migrate, change, modify your hosting and/or domain server, once the contract is initiated. Should any of the above requests be required to be fulfilled, Paveer Techs reserves the right to charge a fee, or reject the proposition, based on the stage of development on the contract initiated.

 

5. Material and Content Provided By Client

5.1          All Client’s Content shall be provided by client to Paveer Tech in the formats specified below: –

5.1.1      All text shall be provided in ASCII, RTF, PageMaker, WordPerfect, Word, Excel, PowerPoint, PDF, or HTML.

5.1.2      All graphics shall be provided in PNG,BMP, TIFF, GIF, JPEG, PSD, AI or PMP format

5.2          All Clients’ Content will remain the property of its owner, whether it’s the Client’s or a third party. Paveer Tech assumes that any items or materials supplied by the Client, for the Website, are legally and lawfully obtained by the Client. The Client shall assume all the legal rights and responsibilities of obtaining any materials that it supplies to Paveer Tech for its webpages. The Client shall be held responsible for any unlawfully obtained materials and related fees, it supplies to Paveer Tech for its webpages. This would include, but not limited to; legal fees, court fees, lawyer fees, copyright violation fees, and all fees that would apply from a copyright infringement lawsuit.

5.3          Any delays attributable to Client’s failure to provide the Client’s Content according to the agreed date will extend any and all deadlines contained in the Milestone Implementation for an amount of time equal to Client’s delay.

 

6. Maintenance and Operation Tasks

6.1          Website changes on each web page should not exceed 30% of site structure, content, layout, media, or content. This is not only applicable to Clients who are under an Ad-hoc Service Fee, or a maintenance contract.                  Those under ad-hoc or service contract will be bound by their respective service milestones stipulated back in Clause 3.3 .

6.2          Text and picture updating which are additional works included in scanning, picture editing, and typing for the existing static web pages only but limited to the layout, animation and interface design. Are subject to specifics in Clause 6.1

6.3          Paveer Tech has the right to charge additional fees, and service charges should the client request, the website changes which are exclusive to programming, action scripts, features and functions which was not originally stated in contract, or a product that comes with by default.

6.4          Paveer Tech is not responsible in any technical and functionality problem of the website and the application if the website and application is not hosted with Paveer Tech.

6.5          Normal submission under search engines starter package is subject to the approval from the individual search engines submitted to.

6.6          Security and Backup are additional services which Paveer Tech has the right to charge additional fees, and service charges should the client request them to be added to your Website or/and Hosting Server.

 

7. Renewal, Suspension and Termination

7.1          Domain registration and/or renewal are subject to availability of the domain.

7.2          This contract is yearly renewable and shall continue to renew itself on the aforesaid basis as set forth in the “Subsequent Years Annual Fees” stated in the Contract unless written notice of termination is given to Paveer Tech at least thirty (30) days prior to the expiry of each Subsequent Period.

7.3          Without prejudice to any other rights or remedies and notwithstanding any waiver by Paveer Tech of any previous breach by you of these Terms and Conditions, Paveer Tech may, suspend your usage of the Services (indefinitely or for such period as Paveer Tech may consider appropriate) in the event that any outstanding Charges for the Services has yet to be settled in full within the stipulated time.

7.4          In the event of a suspension of the Services for reasons solely due to your action or omission, including but not limited to default in payment, Paveer Tech may impose a min Reconnection Fee of MYR 150.00(GST not included) but not limited, to the client, for reconnection of the Services. This Fee’s may vary from time to time based on the duration of the Domain Name Expiry and grace period.

7.5          Upon expiry of Paveer Tech Contract Services and non-renewal action is taken within 7 calender days of the Subsequent Period, the contract shall deem terminated automatically and Paveer Tech will stop providing all the services as stated in the contract.

7.6          Upon Expiry of Domain name(s), and non-renewal action is taken within 30 days of the Subsequent Period, the contract shall deem terminated automatically and Paveer Tech will stop providing all the services as stated in the contract. Paveer Tech will not be held accountable or responsible should the Domain name(s) be recycle for the public, and/or acquired by a third party, upon its expiry to its grace period set by the Respective Domain Name Server Service Providers.

 

8. License and Rights of Use (non-transferable) (if applicable)

8.1          Subject to compliance by Client with the terms hereof, Paveer Tech hereby grants to Client a personal, non-exclusive, non-transferable license to install, use, and execute the any of our Professional Products and Services.

8.2          The right and license granted to Client hereunder entitles Client to use the Professional Product and services only for its own business activities, even if such parties are related entities or departments of Clients.

8.3          Subject only to the right and license expressly granted hereunder, all rights, title, and interest in and to the Professional Product & Services, including all associated intellectual property rights, are and shall remain with Paveer Tech.

8.4          Clients Rights does not include any right to grant sublicenses or otherwise transfer such rights, to third parties which may be deemed a breach of contract, and trust to use our professional products & services, whereby Paveer Tech is not informed in writing of such intentions or actions, allowing Paveer Tech to take legal if not immediate suspension of our Professional Products and Services to client.

8.5          No exclusive right of any kind is granted to Client by the terms of this Agreement, and all rights not expressly granted are reserved to Paveer Tech.

8.6          Client shall not assign, reproduce (except security and periodic  back-ups, for disaster recovery), distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, resell, commercialize, make, have made, sell, offer for sale and import as such from the Professional Products and Services in any media now known or hereafter known.

8.7          Any image, graphics, sound, music, custom coding or scripts, text and any other material supplied by Paveer Tech shall remain the property of Paveer Tech. Paveer Tech shall provide the rights of use to the Client, to have any of its copyright material used for the Client’s web pages or Website for the length of the Service contract. If this contract expires and the Client does not retain Paveer Tech to remain as their Website maintenance company, Paveer Tech has the right to remove all and any, image, graphics, sound, music, custom coding or scripts, text and any other material that was supplied by Paveer Tech during the length of this contract. Paveer Tech shall assume all rights and legal copyrights of any items supplied to the Client. Paveer Tech reserves the right to use the same images, likeness of, or modified versions of any image, graphics, sound, music, custom coding or scripts, text and any other material supplied by Paveer Tech for any other webpage or Website that Paveer Tech is working or will work on. All Paveer Tech logo’s, designs, images, and trademarks are copyright Paveer Tech.

 

9. Source Code (If Applicable)

9.1          Notwithstanding any payment to Paveer Tech, Client does not have the right to the source code for all Web Application Software or Custom Applications, provided by Paveer Tech which are customized under our GPL Licenses, unless stipulated otherwise that the Web Application Software or Custom Applications is distributed under the Public General License, or GNU License and stated in the service Contract.

9.2          However, if clients do desire to have the source code for our GPL Licenses for our Web Application Software or Custom Applications, Client may negotiate with the Paveer Tech to purchase the copyright, ownership, and rights to the source code for a fee. In the event that Client obtains the source code, the warranty provisions herein within any contract are immediately no longer applicable and considered terminated.

9.3          In the event that Client wishes to do derivative works from such source code, client may negotiate with the Paveer Tech for additional licenses for a fee. But such derivative works are subject to the license restrictions provided in this Agreement.

9.4          Paveer Tech retains the right to charge a perpetual or retainer fee for existing and/or additional GPL licenses for our Web Application Software or Custom Applications as Paveer Tech sees fit. These will be justified in Contract the prior to engaging Paveer Tech in this manner.

9.5          Paveer Tech will stipulate clearly if the Web Application Software or Custom Applications are under Paveer Tech’s care and maintenance or provided by a third party which may have their own GPL Licenses or Subscription based licenses as set forth by the third party, whereby Client is bound by the terms and conditions set by the third party respectively.

 

10. Confidentiality

10.1       Each party acknowledges that all material and information which has or will come into the possession and knowledge of each in connection with this Agreement or the performance hereof, consists of confidential and proprietary data, whose disclosure to, or use by third parties will be damaging. Both parties, therefore, agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of this Agreement, to release it only to employees requiring such information, and not to release or disclose it to any other party.

10.2        Separate Non-Disclosure Contracts are available upon Clients request, should there by further information that may be deemed Confidential by Client of Paveer Tech, hence stipulating the Confidentiality Contract which will be an extension to the terms set forth in Clause 10.1

 

11. Independent Contractors

11.1        The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.  Neither party shall have the power to obligate or bind the other party.  Personnel supplied by Paveer Tech shall work exclusively for Paveer Tech and shall not, for any purpose, be considered employees or agents of Client.  Paveer Tech assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

 

12. Payment Policy

12.1        After first payment, a client is required to provide the next stage of instruction and feedback on the first amendment Website Mockup review, and must make the next payment within fourteen (14) calendar days, based on the terms of staggered payment in the agreed contract regardless if the client has provided the next instructions/feedback or not. Failing to do so, Paveer Tech reserves the right to put the project on hold and at its sole discretion to impose a secondary penalty fee upon restarting a project, that has been long overdue, or to acquire certain tools and resources that the client requires due to expiry of use, limited to domain name and hosting services.

12.2        Upon the final mock up and draft (applicable to those who have more than one amendment policy, based on the agreed contract), the clients are required to make the next payment within fourteen (14) calendar days, regardless if the client has provided the next instructions/feedback or not. Failing to do so, Paveer Tech reserves the right to put the project on hold and at its sole discretion to impose a secondary penalty fee upon restarting a project, that has been long overdue, or to acquire certain tools and resources that the client requires due to expiry of use, limited to domain name and hosting services.

12.3        Without prejudice to any other rights or remedies and notwithstanding any waiver by Paveer Tech, whereby Paveer Tech may reject any request of monetary refund in the event that such request is solely due to client’s breach of contract as stipulated in Clause 3.3.3, and/or upon website final confirmation, there is a strict no refund policy, once the first preview of full website is presented to client.

12.3        If the request of monetary refund is agreed upon by Paveer Tech, Paveer Tech shall refund the payment received from client within ninety – one hundred and twenty (90-120) days after deduction of a certain amount as a consultation, penalty and administration fees. The amount of deduction is calculated based on the sole discretion of Paveer Tech.

12.4     Should the client fail to provide review or feedback on the next instruction to proceed upon the mock up presentation review date of fourteen (14) calendar days once client has paid the initial deposit or full payment, Paveer Tech reserves the right to put the project on hold, and for all, or any milestone fees collected will not be refunded, as it will be deemed as the fees allocated to resources and compensation to Paveer Tech’s time and effort rendered as a service.

12.5        Should the client fail to make the final payment for the Website to go live, within fourteen (14) days from the last discussion and final amendments, Paveer Tech holds the right to hold on to the Website indefinitely until the fees are settled, and all final fees owing to Paveer Tech, during the duration of the contract total, or any incurring additional fees that are finalized for that contract period or recurring.

12.6        Paveer Tech reserve the right to take legal action, without prejudice on Clients who have outstanding(s) payment or fees unsettled to Paveer Tech, whereby the Client cannot hold Paveer Tech liable for any loss or accountability should Paveer Tech take the case public, by legal representation, regardless if the Client was aware or unaware of these legal proceedings, which may or may not affect the Clients integrity or credibility.

12.6.1    The Client may proceed in writing within fourteen (14) working days from the last delayed payment schedule to Paveer Tech, should such a dispute or scenario occur in order to settle the owing payment within a stipulated time frame, and upon a new mutual agreement.

12.6.2 Should the new mutual agreement be breached by client as well, Paveer Tech, reserves the right to take action on Client stipulated in clause 12.6