iCHARMS pro it software support agreement terms & conditions

Scope of Work

The Client contracts the Provider to deliver IT maintenance, technical support, and data quality management for all systems and services currently in use or available as of 1st November 2023. The Provider agrees to deliver these services on a monthly payment basis.

Response Time Commitment:

Any reported issue will be acknowledged within 24 to 48 hours of reporting and resolved as promptly as possible, depending on the technical severity.

Included in this Agreement

Downtime Maintenance

  • Bug fixes and data-related issues resolution
  • Technical support

Web Hosting Support

  • Hosting through AWS, Layershift.com, Knownhost.com
  • Performance and downtime assistance

Server Backups and Updates

  • Regular backups and monitoring
  • Software version compatibility updates

General IT Maintenance

  • Regular software updates
  • Performance monitoring

Note: All services are valid for the calendar month and do not roll over for future use.

Excluded from this Agreement

  • Emergency Out-of-Hours Support:

    Advanced-level support unless separately agreed.

  • Hardware Protection:

    Hardware failures not covered by third-party guarantees.

Payment Terms

Payment Schedule

The Client agrees to pay the Provider as per the package selected. The first payment is due upon execution of this Agreement, with subsequent payments due in advance on the first working day of each month.

Late Payments

Failure to pay by the due date allows the Provider to suspend work after giving three days' notice. The Provider reserves the right to withhold work delivery for overdue invoices.

Pricing Adjustments

  • The pricing plan will remain unchanged for the initial 12 months.
  • Any price increase thereafter will require 30 calendar days' notice.
  • The Client may terminate the contract if the revised pricing is unacceptable, with a full handover as per Schedule 1.

Deadlines & Deliverables

Response Times

Maintenance requests will be acknowledged via email within 24 hours on weekdays, with an estimated completion date provided. Requests received after 5:00 PM IST may be addressed the next business day unless prior arrangements are made.

Quoting Deadlines

The Provider will make reasonable efforts to meet all quoted deadlines. If delays occur, the Client will be notified with an updated timeline.

Additional Services

Revisions, additions, or redesigns outside the scope of this Agreement are considered additional services and will require a separate agreement and payment.

Miscellaneous

Relationship

The Provider operates as an independent contractor. No employment or agency relationship is implied.

Assignment

This Agreement cannot be transferred without written consent from both parties.

Governing Law

This Agreement is governed by the laws of England and Wales, with disputes settled via arbitration.

Severability

If any provision is deemed invalid, the remaining provisions will remain in effect.

Cancellation

  • Either party may cancel with proper written notice
  • Client Cancellation: Fees already paid are non-refundable
  • Provider Cancellation: Requires 30 days' notice and a prorated refund

Indemnification

Provider's Indemnification

Techno Serve Ltd will indemnify and defend the Client against third-party claims arising from alleged infringement of intellectual property rights, provided:

  • The Client uses the services as per the Agreement
  • No modifications or combinations with unauthorized products are involved

Conditions:

  • Prompt written notification of claims
  • Sole control granted to the Provider for defense and settlement
  • Assistance from the Client in the claim process

Client's Indemnification

The Client agrees to indemnify and defend Techno Serve Ltd and its affiliates, directors, employees, and agents against any claims, damages, or liabilities arising from:

  • The Client's data or content
  • Breach of this Agreement by the Client or its users
  • Improper or unauthorized use of the services
  • Misuse of the services, software, or documentation

Entire Agreement

This Agreement supersedes all prior agreements and may only be amended in writing with mutual consent of both parties.