Terms & Conditions

Terms and Conditions Software Development And IT-Services

These are the terms and conditions of Ninexus Solutions in relation to the provision of Software Development and IT Services. These terms shall be deemed accepted by our customers/Clients upon their placing an order and the employees/Developers/contractors/Sub-Contractors ever worked/associated with Ninexus Solutions.

Terms and Conditions of Software Development

1. General Terms

1.1. “We” and “Us” means Ninexus Solutions.
1.2 “You” means you the customer/Client contracting to obtain software application development services, goods or other services from Us.
1.3. Where “You” means more than one person, each one of You is responsible, individually, for each of the obligations of all of You under this agreement.
1.4. We agree to supply You with the goods, software licenses or services (as appropriate) set out in the quotation for the price set out on the quotation and subject to the Terms set out in it, in this Agreement and in the other documents referred to in this Agreement and the quotation (as appropriate).
1.5 Ninexus Solutions are an Internet web design provider offering the Client graphical design, Software application development, IoT, Full stack solutions, mobile applications and other related computer programming languages.

2. Acceptance of Work

Quotations are valid for 14 days from date of issue, unless otherwise given in writing.
When the Client places an order to purchase a website or website updates from the Ninexus Solutions, the order represents an offer to Ninexus Solutions to purchase the website or website updates. No contract for the supply of services exists between Client and Ninexus Solutions until the Ninexus Solutions sends an invoice to the Client for payment. The invoice equals acceptance by Ninexus Solutions (or third party supplier) of the Client’s offer to purchase services from Ninexus Solutions and this acceptance of work is a valid contract between Client and Ninexus Solutions regardless of whether the Client receives the invoice.

Any other services on the order that have not been included in the invoice do not form part of the contract. The Client agrees to check that the details of the invoice are correct and should print and keep a copy for their records.
Ninexus Solutions are liable to withdraw from the contract at any time prior to acceptance.

Ninexus Solutions reserves the right to suspend the services/quotation at any time, without any prior information.

Additional work requested by the Client that is not specified in the agreed quotation/Specification of work (SOW) is subject to an additional quotation by Ninexus Solutions on receipt of specification. If the work is needed as part of an existing project, then this may affect time scale and overall delivery time of the project.

If a functional specification and a set of testing criteria is included within the quotation, Ninexus Solutions is responsible for fulfilling the testing criteria as the sole criteria for completion of the contract.

The Client agrees that the standard development platform (available upon request from Ninexus Solutions is an agreeable platform for development of the website and all acceptance testing will occur only on the standard development platform. The Client further agrees that any requests relating to hardware or software outside the standard development platform will be deemed additional work.
Estimates may be provided by Ninexus Solutions to offer the client a guide on the projected costing of a project prior to any discovery or research for said project. All estimates will be clearly marked as such and are not an indication of the exact final cost to develop the application.

The Client agrees to provide any needed information and content required by Ninexus Solutions in good time to enable Ninexus Solutions to complete a work as part of an agreed project.
Any work is subject to a minimum charge of 50 USD

3. Permission and Copyright

Copyright of the completed web designs, images, pages, code and source files created by Ninexus Solutions for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with Ninexus Solutions.

These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and Ninexus Solutions.

The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and Ninexus Solutions.

The Client hereby agrees that all media and content made available to Ninexus Solutions for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend Ninexus Solutions from any claim or suit that may arise as a result of using the supplied media and content.

The Client agrees that Ninexus Solutions may include development credits and links within any code Ninexus Solutions designs, builds or amends. If Ninexus Solutions designs a website for a Client, then the Client agrees that Ninexus Solutions may include a development credit and link displayed on the Client’s website. If Ninexus Solutions builds or amends a website for a Client, then the Client agrees that Ninexus Solutions may include a development credit and link displayed on the Client’s web page, which may be within the code but not displayed on a web browser if requested by the Client. The Client agrees that Ninexus Solutions reserves the right to include any work done for the Client in a portfolio of work.

The Client agrees to abide by the terms of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Googlemaps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.

4. Material

Ninexus Solutions reserves the right to refuse to handle:
a. Any media that is unlawful or inappropriate.
b. Any media that contains a virus or hostile program.
c. Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
d. Any media that constitutes a criminal offense, or infringes privacy or copyright.

5. Domain names and Hosting

Ninexus Solutions can, at its own discretion, but is not obliged to, offer domain name registration and hosting via a third party service. The Client agrees that registration of a domain name does not provide endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. Ninexus Solutions holds no liability and the Client hereby agrees to indemnify and hold harmless Ninexus solutions from any claim resulting from the Client’s registration of a domain name.

The domain name is registered in the Client’s own name, with the address and contact details of Ninexus Solutions. The Client should be aware that a domain name is registered with a third party and as such the Client shall agree to fully abide by the terms and conditions set out by the third party for such services.

The Client agrees to take all legal responsibility for use of third party domain name and hosting services and supply truthful details to the third party services.

The Client agrees that information submitted for registration of domain names is then available to the general public via the Nominate Whois system. However, Clients who are using their website for non- trading purposes may ask the third party registrar for their contact information not to be included in the Nominate Whois system.

The Client is liable to pay Ninexus Solutions for any domain name registrations and the initial set-up of the hosting if included as part of the website build. Any support relating to the domain name, hosting and email services is between the Client and the third party service.

Any other domain name and hosting services or costs not included by Ninexus Solutions, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related or hidden charges, are to be paid by the Client to the third party services.

The Client agrees to pay the domain name and hosting fees as soon as required by the third party. Any modifications needed to the domain name or hosting services are to be made between the Client and third party service.

The Client agrees that if at any time their contact details, including email address, change, it is their responsibility to contact the third party and update their contact details. Failure to do so may mean that renewal invoices for the domain name and hosting services are not received by the Client.

Payment for domain name and hosting services is to be made immediately on receipt of an invoice from the third party service. Failure to comply with the payment terms may result in the Client’s domain name becoming available to another party and/or the website and email services becoming unavailable.

The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account that Ninexus Solutions requires to upload the website if required as part of a project. Ninexus Solutions can change the credentials or create new accounts related to different services on server for testing , development and production purpose.

Ninexus Solutions reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.

The Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless Ninexus Solutions from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services. The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.

6. Projects

The Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by Internet browser software. Ninexus Solutions agrees to try to match the design as closely as is possible when building the code.

During a website project it is important that the Client communicates information to Ninexus Solutions to achieve the required result.

The Client agrees they are permitted a maximum of 4 hours of alteration on projects of 1000 USD, with an additional 1 hour of alteration available per whole 600 USD of cost after that, unless quoted otherwise. All alterations are to be requested in writing either by email or postal mail by the Client. After the allocated time for alterations is used up, either in design or coding, Ninexus Solutions reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. Ninexus Solutions reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design, the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.

If the Client requests design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, Ninexus Solutions reserves the right to quote separately for these alterations.

If optimized pages are included as part of the project, Ninexus Solutions will optimize the Client’s web pages that already make up part of the project. Optimized pages is not creation of new pages. The optimization of the web pages can include the meta tags, keywords, description, title, alt tags and text provided by the Client. Ninexus Solutions endeavors to create pages that are accessible to search engines. However, the Developer gives no guarantee that the site will become listed with search engines. If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then the Client agrees that Ninexus Solutions can apply a nearest available alternative solution. Ninexus Solutions at all times applies reasonable skill and care in provision of services.

Client will provide the required certificate , accounts and other access information for app development from google play or iTunes as required and the cost will be paid by the client.

Once the project is completed, Ninexus Solutions will upload the website to the Client’s live web address if included as part of a project. After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If the Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then Ninexus Solutions reserves the right to quote for work to repair the website. Ninexus Solutions cannot guarantee compatibility in old or redundant browser software. Ninexus Solutions will have not liability and responsibility for malware and hackers attack. if the code used in application get outdated and out of use compatible to updated technology. It will be responsibility of client to keep track of outdated code and technology. Client will have to approach Ninexus Solutions for updates and new features compatible which will obviously treated as new assignment or work. Ninexus Solutions reserves the right to assign subcontractors in whole or as part of a project if needed.

Ninexus Solutions will keep a copy of the site and design source files when a website project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers. All communications between Ninexus Solutions Developers and Client shall be by telephone, email, Skype or postal mail, except where agreed at Ninexus Solutions discretion. Changes, alterations, extra functionalities and other requests which involve an existing project must be requested in writing via email or postal mail.

7. Accessibility & Web Standards

If the Client uses Themes or Modules, or other CMS systems that are not built by Ninexus Solutions. Ninexus Solutions will have no responsibility to the updates and maintenance of such third party designed developed applications or any other problems occurred due to it.

Ninexus Solutions shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer, Google Chrome and Mozilla Firefox. The Client agrees that Ninexus Solutions cannot guarantee correct functionality with all browser and devices software across different operating systems.
The Client agrees that, following handover of files, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer, Google Chrome and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of their website. As such, Ninexus Solutions reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes.
The Client agrees that more advanced applications on a website page may require a newer browser version or plug-in.

8. Payment Terms

Prices are subject to change without notice.
All invoices must be paid in full within 7 days of the invoice date, except where agreed at Ninexus Solutions own discretion. any delay will lead to 10% interest .
Ninexus Solutions reserves the right to decline further work on a project if there are invoices outstanding with the Client.
Ninexus Solutions reserves the right to remove its all work for the Client from the Internet if payments are not received.
Payments made are non-refundable.

9. Liability and Warranty Disclaimer

Ninexus Solutions provides their website and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. Ninexus Solutions cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

The Client agrees that Ninexus Solutions is not liable for any bugs, performance issues or failure of project and open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software application will be directed to the related community.

Ninexus Solutions endeavors to provide a website within given delivery time scales to the best of its ability. However, the Client agrees that Ninexus Solutions is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery time scale. The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, pandemic, terrorism and war or any act or omission of any third party services. Ninexus Solutions is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from Ninexus Solutions to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, Ninexus Solutions cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If, after handover of files, errors are found in code the Ninexus Solutions has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then Ninexus Solutions can correct these errors for the Client free of charge for a period of 30 days, after acceptance of the work. After the 30 days period, Ninexus Solutions reserves the right to quote separately for any work involved in correcting an error.

If, after handover of files, errors are found in code Ninexus Solutions has created and the standard development platform, or the domain name set-up or hosting set-up have been changed, Ninexus Solutions can correct errors and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.

Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Ninexus Solutions reserves the right to cancel forthwith any projects and invoice the Client for any work completed. In case of non payments of invoices and no communication from client for 15 days Ninexus Solutions reserves right to approach client through any communication means or references which includes social networking, email etc. Ninexus Solutions will have no responsibility if such act cause damage to reputations or goodwill of client.

Ninexus Solutions shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if Ninexus Solutions has been advised of the possibility of such damages.

There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Ninexus Solutions and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e- commerce.

Ninexus Solutions may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility and web standards. It will be responsibility of client to keep track of such updates required for application.

Ninexus Solutions reserves the right to quote for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold Ninexus Solutions harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

10. Indemnification

The Client agrees to use all Ninexus Solutions services and facilities at their own risk and agrees to defend, indemnify, save and hold Ninexus Solutions harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against Ninexus Solutions or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties.

The Client agrees that this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

The Client also agrees to indemnify, hold harmless and defend, Ninexus Solutions against any liabilities arising out of injury to property or person caused by any product or service sold by the Client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organization.

11. Nondisclosure & Confidentiality

Ninexus Solutions and any third party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about Ninexus Solutions to another party, unless directed by Ninexus Solutions.

The client agrees, that client will not ever approach any of the Employees/ contractors/ Sub contractors or its representative ever associated/worked with the Ninexus Solutions without the knowledge and permission of Ninexus Solutions. Also if Employees/ contractors/ Sub contractors or its representative ever associated/worked with Ninexus Solutions ever approach client personally for any benefits or direct contract. it will be Client responsibly to inform Ninexus Solutions about such incident in written. Ninexus Solutions reserver the right if such incidence occur and not put in knowledge of Ninexus Solutions, considering it as Breach of Trust Ninexus Solutions will not be responsible for any damages occurred to client reputation, goodwill or any other act and all contracts and agreements will be null and void. In such case Ninexus Solutions reservers right to remove all the work/services done without any prior notice.

Ninexus Solutions Reservers the rights that if Employees/ contractors/ Sub contractors or its representative ever associated/worked with Ninexus Solutions approach client for direct contract or any personal benefits by name or alias, such act will also be considered as breach of Trust and damage to the Ninexus Solutions Business and goodwill. such Employees/ contractors/ Sub contractors or its representative will be liable to refund all the stipend , salaries and payments paid in past for any work done with penalty of 20% on amount paid each month, along with the benefits derived from client. All the contact information and project information provided to the Employees/ contractors/ Sub contractors is always confidential. Such Information is provided for work related to development and doesn’t allow them ever to establish contact with client, leak, misuse information risking the client and Ninexus Solutions Business operations. Ninexus Solutions do not permit/ allow Employees/Contractors to work as freelancer or full time developer with any other company/client. Ninexus Solutions do not permit/allow employees/contractors to work on any other project other than associated/worked with Ninexus Solutions.

Ninexus Solutions do not permit any employees/contractors/sub contractors/agents to store the information related to clients/ projects / Servers/ licenses and other information provided for development on personal devices which belongs to employees/contractor/sub contractor unless written permission is not given. In such case when permission is given the confidentiality of the information and preventing the misuse of such information will always be responsibility of employee/contractor/sub contractor.

Ninexus Solutions employees/contractors/agents/ sub contractors has no authority to enter into contracts or agreements on Ninexus Solutions behalf, and the employees/contractors/agents/ sub contractors are not authorized to bind Ninexus Solutions in any way.

Ninexus solutions employees /contractors / subcontractors / agents agrees that all information related clients/ servers/ projects/ invoices/ Quotations/pricing shared with them shall be deemed to be confidential and trade secrets. Such information shared through any means to any one will be taken as breach of trust and confidentiality. Ninexus Solutions reservers rights to take punitive actions, recovery of looses and Goodwill will be initiated against them.

The Employees/contractors/ sub contractors /agents agrees that they shall not during, or at any time after the business relationship with the benefactor, use for themselves or others, or disclose or divulge to others, including future employees or clients, any trade secrets, confidential information, or any other proprietary data of Ninexus Solutions or its Client

Software developed by the Employees/contractors/sub contractors/ agents will not constitute this as a license to communicate with the end customer. employees/contractors/sub contractors/agents ever associated with Ninexus Solutions will not e-mail, call, text, message or use any method of communication to contact Ninexus Solutions Client ever. Ninexus Solutions reservers rights that Any Violation in perpetuity, any violation of this sort will result in a penalty of $2,00,000 USD per client, per violation and refund of all salaries/Wages/fees paid with interest of 10% .

Ninexus Solutions reservers rights employees /contractors/sub contractors/agents ever associated with Ninexus Solutions will not use PERSONAL e-mail ID, call, text, message or use any method of communication to contact Ninexus Solutions Client. If permitted to communicate with client for work related communcioation in written will ONLY USE work email ID or any other software management tool or Handel provided by Ninexus Solutions. Ninexus Solutions Reserve Rights that all such communication tools provided will always be property of Ninexus Solutions and can change credentials / Stop Access of provided email ID or any other communication tools provided by Ninexus Solutions without of any prior intimation. Ninexus Solutions reservers rights that Any Violation in perpetuity, any violation of this sort will result in a punitive actions and penalty of $2,00,000 USD per client, per violation and refund of all salaries/Wages/fees paid with interest of 10%.

Ninexus Solutions employees /contractors/sub contractors/agents will not use any of the Software, which includes but is not limited to, source code, API keys, APIs, Software functionality or processes for back entry in to the developed software/ application without explicit written or digital permission from Ninexus Solutions. Violation will result in a penalty of $150,000 USD per violation.

Ninexus Solutions employees /contractors/sub contractors/agents before leaving/ resigning will need to give notice of 1 month and will also have to complete the project task/assigned. Violation will result in a penalty of $90,000 USD and not payments due will be paid as salary/wages/fees.

Ninexus Solutions Reservers rights to replace/fire/expel/suspend/remove employees /contractors/sub contractors/agents without of any prior notice or reason from office and project.

Ninexus Solutions Reservers the rights that if Employees/ contractors/ Sub contractors or its representative to obtain jobs/services by means of using fraudulent techniques then punitive actions will be initiated against them.

12. Privacy Policy

Ninexus Solutions and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act. This information will also be used to identify the Client in communications with them and to contact the Client from time to time to offer them services or products that may be of interest to or benefit the Client.

13. Interpretation

Ninexus Solutions reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. Ninexus Solutions shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Any and all matters pursuant to this agreement are governed by Indian Law and are under exclusive jurisdiction of the Courts of India.
This agreement shall be governed by the laws of the Republic of India which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

By accepting a stipend , salaries and payments from Ninexus Solutions the Employees/ contractors/ Sub contractors ever worked with Ninexus Solutions acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

Ninexus Solutions reserves the right to alter these Terms and Conditions at any time without prior notice. The latest Terms and Conditions can be found at Ninexus Solutions website at terms and conditions.

14. Intellectual Property

client acknowledge that any material of any nature which Ninexus Solutions provide client with, either under this agreement or otherwise (for example, quotations or other pre-contractual material) may contain intellectual property which is either our property or licensed to Us (including copyright, trademarks, registered and unregistered designs and patents). Nothing in this agreement is intended either as a licence for client to use such intellectual property or as a transfer of such intellectual property unless explicitly stated in writing.