The following Terms and Conditions define the terms of Engagement between Nishtha Business Services Limited (hereinafter also referred to as “Us”) and the Client (hereinafter also referred to as either “Client” or “You”), for the provision of Website and Application Design & Development services

  1. Definitions:
    1. Application” refers to a computer program or piece of software designed to fulfil a particular purpose. It includes both web and mobile applications.
    2. Assets” refer to process flows, requirements definitions, templates, operational & technical specifications, research & analyses and other documentation or collaterals that act as inputs or catalysts for the project.
    3. CMS” refers to Content Management System(s).
    4. Components” refer to CMS, Extensions, Modules, Plugins.
    5. Content” refers to text, images, videos and other media that are displayed to a website’s users.
    6. Domain” refers to a distinct subset of the internet with addresses sharing a common suffix or under the control of a particular organization or individual.
    7. Functionality” refers to the range of operations that can be performed in a website by its users.
    8. Production” refers to a website or application that is ready for use by the intended users.
    9. Program” or “Computer Program” refers to coded instructions provided to a computer or other machine for the automatic performance of a task.
    10. “Search Engine Optimisation” or “SEO” refers to the process of improving the quality and quantity of website traffic to a website or a web page from search engines.
    11. Technical” refers to scripts, codes, frameworks, technological platforms that work together or individually to ensure that the content and functionalities of a website are displayed and/or performed as expected.
    12. User” refers to any member of the public who is viewing or using the website to perform an activity or a series of activities.
    13. Website” refers to a set of related web pages located under a single domain name.
    14. Working day” refers to any day between Monday and Friday (both days inclusive), excluding any Bank/Public Holiday.
  2. In Scope Activities: The following are included as part of this service, unless stated otherwise in the Price Quotation and/or Project Proposal:
    1. Design and development using modern CMS and/or frameworks, as appropriate for the project.
    2. Device-responsive website/application.
    3. SEO-ready website/application (if applicable).
    4. 90 days’ Post-production Technical Support.
  3. Out of Scope: The following are excluded from this service, unless stated otherwise in the Price Quotation and/or Project Proposal:
    1. Cost of creating and/or sourcing Content and Assets
    2. Any recurring cost charged by the Client’s partner supplying third party services (e.g. logistics, payment terminals, point of sale terminals, accounting, etc.).
    3. Cost of hosting the website/application using a suitable hosting plan and/or charges for listing on any application store.
  4. Client’s Responsibilities: You acknowledge the following:
    1. All Content and Assets will be supplied by You. In case We are required to create and/or source Content or Assets, additional charges may be payable. This includes sourcing these through meetings/sessions/workshops.
    2. The website/application will be hosted using suitable hosting infrastructure.
    3. Feedback and/or inputs on versions/iterations produced are to be received within 2 working days of presenting such version/iteration.
    4. You agree to unconditionally Indemnify us without limit for any claims brought against us by a third party arising out of actions implemented by us in compliance of an instruction issued by You.
  5. Iterations and Confirmation and/or Changes to Requirements:
    1. All requirements summarised in the Project Proposal and any change to the stated requirements are to be confirmed by the Client in writing, prior to the start of the project.
    2. We shall provide two sets of changes/iterations to the original requirements free of cost. Any further change/iteration related to the original requirements will be chargeable.
    3. Client is entitled to direct changes at any time. However, changes will only take effect once We have agreed to it.
    4. Any such change may necessitate a change in the scope, schedule, timelines, existing prices and/or operational methods applied.
  6. Duration and Termination:
    1. The project timelines quoted in the Project Proposal assume that all information and inputs are received from the Client prior to commencement of the Project. It does not include periods of delays caused by the Client. The following is an inclusive list of examples for illustrative purposes:
      1. Information is not received from the Client.
      2. Feedback/Inputs are not received from the Client.
      3. Answers to queries raised are not received from the Client.
    2. The project will be deemed to have been completed at par with the requirements in any of the following instances:
      1. Client has approved/signed-off the completion of all the milestones of the project.
      2. If any or both the opportunities for implementing further changes/versions/iterations have been exhausted.
      3. If Client has not responded within a period of 7 working days to a request for feedback/input/sign-off/approval.
    3. The Client may choose to terminate the project at any time by contacting Us and providing notice of the intention to do so.
    4. Any notice of termination should be provided 30 days prior to the termination of the engagement.
    5. The following sums will be payable should the Client decide to terminate the engagement:
      1. Fixed Price Contracts: The balance unpaid amount of the original amount quoted for the project, including any arrears.
      2. Time and Materials Contracts:
        1. If work continues during the notice period, then the actual amount due over the period of work done during the notice period.
        2. If work does not continue during the notice period, then the amount that would have fallen due had such work continued during the notice period, based on the average workforce deployed over the past month, including any workforce that may have already been hired for the purpose of deployment over the notice period.
    6. Services may be temporarily suspended or permanently terminated by Us if Your account is in arrears. No further notice of such suspension or termination will be provided by Us.
    7. If We are unable to provide the services to You, for any other reason whatsoever, We shall provide you notice of cessation/discontinuation of such service at least 30 days prior to such cessation/discontinuation, without assigning any reason for this. No additional compensation will be due to You for this.
  7. Billing and Payment:
    1. Fixed Price Contracts:
      1. An advance of 50% of the total project price will be payable prior to the commencement of the project.
      2. The balance amounts will be invoiced pro-rata according to the completion of key milestones that have been assigned to the project and agreed with the Client.
    2. Time and Materials Contracts:
      1. An advance of 20% of the estimated/expected billing amount will be payable prior to the commencement of the project.
      2. This advance amount will be adjusted with the value of the final invoice.
      3. Subsequent amounts will be invoiced at the expiry of each calendar month.
    3. Payments will be due within 7 calendar days of the Date of the Invoice, unless We have agree otherwise in writing.
    4. Invoices will be sent via electronic means via e-mail to the point of contact assigned by the Client. It is Your responsibility to ensure that the e-mail does not get filtered out in an unwanted manner due to any junk, spam and/or quarantine measures implemented at Your end.
    5. Payments are to be remitted to Our bank account, the details of which will be mentioned on the Invoice.
    6. Unpaid invoices will incur an additional charge which is the greater of the following:
      1. £10, plus charges imposed by our bank and/or collection agent; or
      2. £1 per day, plus charges imposed by our bank and/or collection agent of default; or
      3. Simple interest @12% p.a. calculated from the date of the invoice, plus charges imposed by our bank and/or collection agent.
    7. Unpaid
  8. Warranties & Support:
    1. Free post-installation support will be provided for up to 90 days after the delivery/completion of the project only for the items implemented as part of the project.
    2. Any change of existing components, software, templates, CMS, assets or technology underpinning the website and/or application by the Client or their representative, during this post-installation support period, will result in this support period terminating.
  9. Refunds:
    1. Since the work is of a bespoke nature, no refund is permissible under any circumstance. This does not affect your Statutory Rights.
  10. Competition and Poaching:
    1. You agree not to conduct any activity that is in direct or indirect competition with our ordinary business activities that exist as at the completion of the project
    2. You agree not to employ directly or indirectly, any of our human resources engaged directly or indirectly by us in our service. This includes employees, contractors or sub-contractors.
    3. The restrictions referred to in the above clauses are to be observed for a period of 2 years, from the date of sign-off and/or completion of the project, or payment of the final invoice, whichever comes later.
  11. Applicable Law:
    1. Any dispute will be governed solely by the Laws of England and subject to the sole jurisdiction of the Courts in of England.