Digitise IT (India) Pvt. Ltd. Terms & Conditions
These terms and conditions between Digitise IT (India) Pvt. Ltd. (Digitiseit) and “You” the customer, govern and shall be read as part of (i) all work and services of Digitiseit; (ii) to any estimate of charges and delivery schedule provided by Digitiseit; and (iii) to all invoices issued to You by Digitiseit. By requesting Digitiseit to provide You with Services or by sending / outsourcing Your work to Digitiseit You agree to be bound by these Terms and Conditions. All orders and requests for work and/or any additional services will be subject to Digitiseit acceptance. Digitiseit reserves the right to amend these terms and conditions from time to time and new versions of these terms and conditions will be posted on the Digitiseit web site.
1. Digitiseit Services
In consideration of payment of related fees, Digitiseit provides various services from time to time, which may include, without limitation, raster to vector conversion, floor plan creation, drafting, digitization, 3D modeling and rendering. For details of the specific services provided/to be provided to You by Digitiseit please refer to the relevant estimate and delivery schedule, if any, provide by Digitiseit to You or the relevant invoice issued by Digitiseit. Digitiseit reserves the right to reject any work offered to it. Services shall be provided by Digitiseit to You on a principal to principal basis.
2. Standard of Care
Digitiseit will use reasonable skill and care in undertaking Your order/jobs. It is Your responsibility to check the drawings to ensure that they are correct in all respects and as per the mutually agreed requirements. You hereby agree that all drawings and other products which are a result of services provided by Digitiseit, that are not returned by You for correction of any errors solely attributable to Digitiseit within 2 weeks of receipt of the same from us, will deemed to have been accepted by “You” as accurate and final. Digitiseit accepts no liability whatsoever for any error or omission or inadvertent misstatement in a drawing.
Without affecting the generality of the above, in no event shall Digitiseit be liable for any errors in any product of services provided by Digitiseit arising from any defects or inaccuracies in the material and information provided by You. You will indemnify and hold Digitiseit harmless from any third party claims that any material or information provided by You infringes such third party’s intellectual property rights.
While Digitiseit would take reasonable steps and care including as may be required under applicable Indian law to ensure the protection of any information and data provided by You, Digitiseit shall not be liable for any breach of security of such information or data. Only information and material that is designated as “Confidential” shall be treated as Your confidential information by Digitiseit; provided the following shall not be confidential information: a) Information that is in the public domain either at the time of disclosure or comes into the public domain subsequent to the disclosure without any fault or disclosure on the part of Receiving Party; or (b) it was known to Digitiseit prior to its disclosure free of any obligation of confidence; or (c) it is required to be disclosed by law or court order; or (d) it was independently developed by Digitiseit.
This clause states the entire liability of Digitiseit, and Your sole and exclusive remedy, with respect to the services provided by Digitiseit and any result of such services including any drawings and Digitiseit shall have no additional liability with respect to any alleged or proved defects or inaccuracies in the services or any drawings.
3. Digitiseit Fees
Digitiseit fees are subject to revisions from time to time including in case of change of scope of work or services. Unless otherwise expressly agreed by Digitiseit in writing, all Digitiseit invoices are payable within 30 days from the date of the invoice and Digitiseit reserves the right to charge interest at 12% per annum for any amounts that are not paid by You within 30 days from the date of the invoice. Further, all invoices not paid within 90 days will also bear a late payment penalty of US$500 or 10% of the invoice value, whichever is higher to cover debt collection administration.
4. General Terms
You will be liable for the full cost of work/ services provided by Digitiseit. Digitiseit reserves the right to terminate its services without notice for any reason including non-payment of fees. Digitiseit fees shall be payable immediately on termination or expiry regardless of the reason of termination of its services. All copyright and other intellectual property rights, in and relating to the services and any product of such services including drawings shall be owned exclusively by Digitiseit until receipt of full and final payment of the relevant invoice by You and in the event that You fail to make full payment of the amounts due in respect of the services, You shall forthwith return the product of the services upon demand by Digitiseit. These terms and conditions shall be governed by Indian Law and courts in Pune, India shall have exclusive jurisdiction in respect of all matters and disputes arising in connection with these terms and conditions.
5.Warranties and Liabilities
Digitiseit warrants that it will use reasonable skill and care to provide its services. Other than the express warranties set out herein, Digitiseit does not makes any and disclaims all warranties, express, implied, statutory or otherwise in respect of its services or the product of the services including any drawings including implied warranties of merchantability and fitness for a particular purpose. Any liability Digitiseit may have (whether in contract, tort, including negligence or otherwise) shall be limited to the total fees paid by You for that particular drawing/job in respect of which the liability arises. Digitiseit shall not be liable to You or to any third party for any loss of profits, loss of sales, loss of turnover or loss of use or corruption of data or software or for any indirect, consequential or special loss. Digitiseit shall not be responsible for any delay or failure to carry out its services for reasons beyond Digitiseit’s reasonable control and/or on account of any force majeure conditions. This section shall survive the termination or completion of Digitiseit services.
Except as specifically provided herein, these terms and conditions supersede all prior correspondences, agreements, written or oral. These terms and conditions shall prevail over the terms contained in any work order or purchase order issued by You to Digitiseit. Waiver of breach of any provision of these terms and conditions shall not be deemed a waiver of that provision or any other provision. You shall not assign your rights or obligations under these terms and conditions to any party without prior written consent of Digitiseit. Nothing herein prevents Digitiseit from providing services similar to those being provided to You, to any other party as Digitiseit may deem fit.