Terms of Service Web Solutions

2.1 Homepage Design :    Once the site design is approved by the client, usually via email consent, the design is considered ready for implementation. Should the client wish to make changes to a design they have approved, those changes are billable at our standard hourly rates.

2.2 Content Architecture :    Once the site outline/content architecture is approved by the client, usually via email consent, the site navigation is considered ready for implementation. Combined with the approved graphic design, this becomes the site structure. Once we build this structure per client approval, any subsequent changes are billable at our standard hourly rate.

2.3 Content :    Provision of content is the customer's responsibility, unless specifically negotiated ahead of time as part of the project proposal. Copy for all website pages and links needs to be delivered digitally and should be carefully proof-read by the client. Two rounds of revisions will be provided free of charge. Subsequent revisions will be billable at our regular hourly rate.

2.4 Content Writing :    Site Solutions provides basic content modification services at no additional cost.This includes only grammar editing and spelling correction. Should the client wish Site Solutions to develop content for the project, the same is billable at our Content writing rate. Development of content is accomplished via Site Solutions team interviewing the client about the topic areas to be addressed on their web pages. Site Solutions then composes appropriate copy, submits to the client for review, edit, and approval. Approved copy is then posted to the web pages.

2.5 Graphical content :    Images outside of the website design must be provided in digital form or in a form that can be easily scanned, unless otherwise provided for in customer contract. Subsequent revisions will be billable at our Graphic designing hourly rate.

2.6 Stock Photography Payment Obligations :    Stock photography includes most photos and/or images not provided by the client. Stock photography purchased on behalf of client for use in website development is billable. This amount is separate from the amount quoted for website design and development. We will solicit client approval and communicate the price before purchasing as most pictures are expensive.

2.7 Database Implementation :    Entry of data for database applications is considered the client's responsibility. Entry of data by Site Solutions is billable, unless otherwise provided for in the customer’s contract.

2.8 Testing :    Site Solutions will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.

2.9 Technical Support :    We offer phone support to our clients. We do not normally bill for technical support depending on the source of the problem, its severity, and our time invested. If Site Solutions is not the source of the problem, technical support may be billable.

3.1 Customer service is an integral part of our business strategy, all of our projects include a one-time complimentary training session in order for our clients to better make use of their new web technology.

3.2 Additional training hours can be purchased at our standard hourly rate or applied against your existing maintenance contract.

4.1 Site Solutions cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.

4.2 Any scripts, cgi applications or software (unless specifically agreed) written by Site Solutions remain the copyright of Site Solutions and may only be commercially reproduced or resold with the permission of Site Solutions.

4.3 Where applications or sites are developed on servers not recommended by Site Solutions, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the client’s responsibility to provide a suitable testing environment which is identical to the final production environment.

4.4 The client is expected to test fully any application or programming relating to a site developed by Site Solutions before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, Site Solutions will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.

5.1 Should client contract with Site Solutions to write custom code for a website application, this code is not transferable to a new developer or host. Custom written source code is considered the property of Site Solutions Web Development and cannot be shared with other developers. Clients are granted a license to use custom software code while on Site Solutions servers only. Site Solutions Web Development retains ownership of the code.

5.2 Site Solutions will install software for the client’s use that has been built by a third party. Examples include Wordpress blog software, FCK editor software, shopping carts, photo galleries, etc. In these instances, clients will be subject to the terms and conditions of the third party who owns the software, and may use the software as a licensee only. No ownership rights of any kind are transferred to the client.

5.3 Access to or transfer of proprietary source code could result in a security risk to Site Solutions and its clients who are running similar pieces of code. In order to provide custom software development services, clients give us access to private and/or sensitive information, trade secrets, proprietary pricing and business methods. If clients believed that we may be sharing this information with outside developers, they could lose faith that we are protecting their proprietary information. Therefore, neither access nor transfer of any code built for any purpose that is unique and not commonly and publicly available can be granted. Should client want us to build software to run on another server, it must be disclosed upfront and specifically contracted for.

5.4 Website components that ARE transferable to another host include html code, graphics, logos, pictures, navigation, text, and the data residing within a database (but not the code). Hourly fees will apply for any special work that needs to be done to transfer those parts of website that do not violate the other paragraphs in this section.

6.1 Approval Periods: Client shall, within 7 business days after receiving each Deliverable, notify Site Solutions in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required.

6.2 Site Solutions shall, within 7 business days of receiving Client's notification, correct and submit a revised Deliverable to Client.

6.3 Client shall, within 7 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 3 corrections by Site Solutions, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement.

6.4 If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.

IIW Hosting cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.

Site Solutions reserves the right to alter or completely withdraw free maintenance period for a particular order in case the order has been pending for a very long time due to improper cooperation from the client resulting in an increased production cost.

9.1 Site Solutions reserves the right to alter or completely withdraw free maintenance period for a particular order in case the order has been pending for a very long time due to improper cooperation from the client resulting in an increased production cost.

9.2 For maintenance will be a regular occurrence, you can buy a prepaid maintenance contract that affords a discounted hourly rate. If need be, we can customize a maintenance plan for your particular needs, but no plan is required.

9.3 Basic Annual Maintenance Package Terms:

• 9.3.1 All maintenance packages are for a minimum of 12 months period.
• 9.3.2 Maintenance packages are billed as per the client's choice of payment cycle.
• 9.3.3 Packages are designed to serve minor website maintenance tasks only. For Larger projects or updates, please contact your Account Manager.
• 9.3.4 Site Solutions employ fair use policy, which means that although we don’t formally transfer over any unused time to the next month or formally accumulate unused man-hours, we do understand that your needs may change from month to month, and we allow flexibility in good faith sometimes.
• 9.3.5 Any extra hours used will be billed separately.
• 9.3.6 Support requests need to be sent via email to support@Site Solutions from your registered email id.
• 9.3.7 Any urgent tasks will be charged separately.
• 9.3.8 The package is auto renewed every year on its anniversary date.

Site Solutions recommend all its clients to host their websites internally with us as we would be able to provide guarantees only in cases where the clients websites are hosted in servers managed by Site Solutions. Site Solutions cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

11.1 Should client decide to host their site on another server, Site Solutions cannot guarantee the all elements of the site will work. Site Solutions will make a reasonable effort to research the problem on the foreign platform to let the client know what we think the problem is. However, we cannot take responsibility for problems caused by or on another hosting server, including but not limited to email, FTP, SSL, database, server software, and site security issues. If Site Solutions believes it will take a significant amount of time to fix the problem, we will advise the client before proceeding.

11.2 In most cases, fixing problems on a foreign hosting server is billable.

12.1 A deposit of 50% is required from any new client before the project will be carried out unless an alternative contract or proposal specifies a different amount. Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e if the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Nonpayment will result in legal action being taken if necessary.

12.2 It is the Site Solutions policy that any outstanding accounts for work carried out by Site Solutions or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with Site Solutions.

12.3 Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.

12.4 If accounts are not settled or Site Solutions have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we may then seek legal assistance to recover losses.

12.5 After payment, Site Solutions will still post outstanding content AT NO CHARGE for 3 months or the free maintenance period (if applicable) whichever is greater.

12.6 Invoices: All invoices are payable within 5 days of receipt of the same. Invoices shall list any expenses and additional costs as separate items.

12.7 Late Fee: Late payment charges of 10 % invoice value will be charged on the overdue balances.

12.8 Collection Expenses: Client shall pay all collection or legal fees caused by late payments.

12.9 Monthly maintenance package fees require credit card payment only. No other forms of payment will be accepted for monthly maintenance.

12.10 Late payment charges will be applied on overdue invoices.

12.11 In case the client's cheque get dishonoured then we do not present the same, instead client needs to make arrangement for other modes of payment and we will courier the cheque back to the client.

12.12 More than three missed payments in a year may attract termination of the package and the client will need to pay immediately the entire remaining amount on the package.

12.13 There are absolutely no refunds for any fees related to the monthly maintenance package.

12.14 Depending upon the nature of the website changes, prepayment may be required. Should the client be invoiced after the changes are completed, the invoice is due upon reciept.

12.15 If payment is not received within 30 days, the maintenance changes may be taken down until payment is received.

13.1 Client will pay Site Solutions expenses, including but not limited to:

• 13.1.1 Incidental and out-of-pocket expenses at cost plus.
• 13.1.2 Any meetings arranged at the client's location in addition to the free meetings as prescribed in the order will be considered as Paid meetings and hence will be chargeable.
• 13.1.3 Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval.

14.1 Change Request :    If the Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Site Solutions a written Change Order describing the requested changes in detail. Within 14 working hours of receiving a Change Order, Site Solutions will respond with a statement proposing time scale, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Site Solutions will evaluate each Change Order at its standard rate and charges.

14.2 Major Change :    If Client requests are at or near 20% percent of the time required to produce Deliverables, or the value of the Scope of Services, Site Solutions shall be entitled to submit a new and separate Proposal to Client for written approval. Site Solutions shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.

14.3 Minor Change :    If Client requests are not Major Changes, Client will be billed on a time and materials basis at Site Solutions hourly rate . Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. Site Solutions may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.

14.4 Acceptance/Rejection :    Client will have 14 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Site Solutions will not be obligated to perform any services beyond those in the original Agreement.

15.1 Site Solutions Delays :    Site Solutions shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Site Solutions may extend the due date for any Deliverable by giving written notice to the Client. The total of all extensions shall not exceed 21 days.

The client must recognise that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. We will try our best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the client agrees not to penalize us for any genuine delay, when every effort to keep the project on the proposed schedule is taken.

15.2 Client Delays :    Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.

Where clients decide to organise their own hosting, we should be consulted before finalizing the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. Site Solutions will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.

15.3 General Delays :    Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.

16.1 Client acknowledges that it is responsible for performing the following in a reasonable and timely manner:

• 16.1.1 Provide Client Content in a form suitable for use in the Deliverables without further preparation by Site Solutions, unless otherwise specified in the Project Proposal.
• 16.1.2 Proofread all Deliverables. The Client will be charged for correcting errors after the acceptance of any Deliverable.
• 16.1.3 Make decisions regarding other parties.

17.1 Accreditation :    Site Solutions shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Site Solutions in the Deliverables on each page of the Final Deliverables.

17.2 Promotion :    Site Solutions retains the right to reproduce, publish and display the Deliverables in Site Solutions’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

17.3 Promotional Approval :    Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.

18.1 Client’s Confidential Information includes information that Site Solutions should reasonably believe to be confidential. Site Solutions's Confidential Information includes the source code of any Site Solutions Tools. All material considered confidential by either party shall be designated as confidential.

18.2 Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement.

18.3 Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.

19.1 Independent Contractor: Site Solutions is an independent contractor. Site Solutions shall determine, in its sole discretion, the manner and means by which the Services are accomplished.

19.2 No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.

19.3 Site Solutions and the work product or Deliverables prepared by Site Solutions shall not be deemed a work for hire as defined under Copyright Law.

19.4 All rights granted to Client are contractual in nature and are expressly defined by this Agreement. Design Agents.

19.5 Site Solutions shall be allowed to use third parties as independent contractors in connection with the Services (“Design Agents”). Site Solutions shall remain fully responsible for Design Agents’ compliance with this Agreement.

19.6 No Exclusivity :    This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Site Solutions, and Site Solutions shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Site Solutions.

20.1 By Client :    Site Solutions represents and warranty to Client that:

• 20.1.1 To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party.
• 20.1.2 Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials.
• 20.1.3 Client will obtain all necessary and appropriate rights and licenses to grant license to Site Solutions to use Third Party Materials.

20.2 By Site Solutions :    Client represents and warrants to Site Solutions that:

• 20.2 Site Solutions will provide the Services identified in the Agreement in a professional and workmanlike manner.
• 20.2 Site Solutions shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Site Solutions Tools, sufficient for Site Solutions to grant the intellectual property rights provided in this Agreement.
• 20.2 To the best of Site Solutions’s knowledge, the Deliverables will not violate the rights of any third parties.
• 20.2 If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Site Solutions shall be void.

20.3 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, Site Solutions MAKES NO WARRANTIES WHATSOEVER.

20.4 Site Solutions EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

21.1 By Client :    Client shall indemnify Site Solutions from any and all damages, liabilities, costs, losses, expenses or attorney fees, arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Site Solutions shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.

21.2 By Site Solutions :    In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Site Solutions may at its own expense, replace any infringing content with non-infringing content.

21.3 Limitation of Liability :    THE SERVICES AND THE WORK PRODUCT OF Site Solutions ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Site Solutions, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“Site Solutions PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Site Solutions. IN NO EVENT SHALL Site Solutions BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY Site Solutions, EVEN IF Site Solutions HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

22.1 License :    Site Solutions grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.

22.2 Liquidation for unlicensed use :    Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Site Solutions shall be entitled to further compensation equal to 100% percent of the total original Project fee unless otherwise agreed in writing by both parties.

22.3 In the event of non-payment, Site Solutions shall be entitled to pursue all remedies under law and equity.

23.1 Client Content :    Client Content is the exclusive property of the Client. Client grants Site Solutions a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Site Solutions’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

23.2 Preliminary Works :    Site Solutions retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Site Solutions within thirty (30) days of completion of the Services.

23.3 Site Solutions Tools :    All Site Solutions Tools are and shall remain the exclusive property of Site Solutions. Site Solutions grants Client a non-exclusive, non-transferable, perpetual, worldwide license to use the Site Solutions Tools solely to the extent necessary with the Final Deliverables for the Project.

24.1 Warranty Period :    During the first 1 month following expiration of this Agreement, Site Solutions shall provide up to 3 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies.

24.2 Requests for additional support will be billed on a time and materials basis at Site Solutions standard rate.

24.3 Maintenance Period :    After the Warranty Period expires and at Client’s option, Site Solutions will provide Support Services for the following 3 months for Site Solutions’s hourly fees.

24.4 No Enhancements :    The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.

24.5 Technology support of additional 5 working hours is given to all medium and large size projects, for any basic modification or changes, which may be utilised for up to a period of one month after the delivery. Please note that these support hours are not applicable if the design or coding or any other aspect of the website has been altered by anyone other than the Site Solutions team.

25.1 During the Maintenance Period, Client may request that Site Solutions develop enhancements to the Deliverables. Site Solutions shall exercise commercially reasonable efforts to prioritize Site Solutions’s resources to create such enhancements.

25.2 Client understands Site Solutions may have preexisting obligations that may delay requested enhancements.

25.3 Site Solutions shall provide any enhancements shall be provided on a time and materials basis at at Site Solutionss standard rate.

25.4 Alterations :    Alteration of any Deliverable is prohibited without the express permission of Site Solutions.

25.5 Site Solutions will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.

If site design and development work has already begun (such as creating a design concept), then the down payment is non-refundable. Site Solutions may elect at its sole discretion ,to offer a partial refund depending upon the circumstances.

Site Solutions may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

28.1 Termination for Insolvency :    Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.

28.2 Termination by Mutual Agreement :    This agreement may be terminated by the mutual agreement of the parties.

28.3 Termination for Convenience :    Either party may terminate this agreement at any time and for any reason on 21 days prior written notice to the other party. If Client terminates the Agreement under this section, Site Solutions shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.

28.4 Termination Fees :    In the event of termination, Client shall pay Site Solutions for the Services performed through the date of termination in the amount of a prorated portion of the fees due.Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

28.5 Intellectual Property :    If Client terminates and on full payment of compensation, Site Solutions grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.

28.6 Confidential Information :    On expiration or termination of this Agreement:

• 28.6.1 each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and
• 28.6.2 all rights and obligations regarding Confidential Information shall survive.

28.7 In case Client need to cancel the auto annual renewal, please inform us in writing at least one month prior to the renewal date.

28.8 Ongoing term :    For any reason, if the Client decides to terminate an on-going maintenance package then they will need to pay the balance amount of the remaining month.

28.9 Site Solutions reserves the right to terminate annual maintenance at anytime with written notice to the Client.

29.1 Negotiation :    The parties agree to attempt to resolve any dispute by negotiation between the parties.

29.2 Arbitration / Mediation :    If the parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.

29.3 Litigation :    In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of California. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.

29.4 Attorney Fees :    The prevailing party shall be entitled to recover its attorney's’ fees and costs in any dispute resolved by binding arbitration or litigation.

31.1 Modification / Waive :    Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

31.2 Notices :    All notices under this Agreement shall be given in writing either by:

• 31.2.1 Email, with return confirmation of receipt.
• 31.2.2 Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.

31.3 No Assignment :    Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.

Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of India. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.

This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.