Service Terms and Conditions

Software pilot project plan

To become a user of any of the services provided by Excellone Technologies, United Kingdom (here after referred as Excellone) products and/or services, you must agree to the following License and Service Agreement. Your agreement to these terms mentioned in the following License and Service Agreement will be indicated to us by signing the following License and Service Agreement or sending to us an application or by using any of Excellone products and/or services, which ever occurs first.

License and Service Agreement

This section seeks to formalize the commitment between Excellone, United Kingdom (Here after referred as Excellone) and CLIENT (Here after referred as CS) in terms of delivering the required solution as specified in the proposal document prepared by Excellone, within the required time frames agreed by both the parties.

In summary EXCELLONE will:

1. Design and build websites, Software Programs for CS.
2. Require both parties to remain in constant and open dialogue as to the progress of the implementation to ensure the pro-active management of the project.
3. Assign the entire Graphic Art work ownership and rights to CS, but reserves the rights to all technical structural programming, design and development work to utilize at own discretion.

1. EXCELLONE will not penalize CS financially or otherwise for any delay incurred that affects EXCELLONE in the timely production of the CS website or Software Program.
2. EXCELLONE will not be penalized financially or otherwise for any delays or specification alterations incurred by CS outside of the boundaries of this agreement.
3. EXCELLONE by no means makes any guarantee or gives any undertaking as to the consumer uptake or business performance of this solution. While it is based on good practice available at EXCELLONE, its ongoing management and success remains the sole responsibility of CS. However, EXCELLONE will work closely with CS to ensure that the business opportunity is maximized in line with the specified KPI's (Key Performance Indicators).
4. EXCELLONE will not be held responsible for any security breaches incurred at either the home site or merchant ends or anywhere.
5. EXCELLONE will not disclose any information without written consent. All information collected and discussed during the business analysis process shall remain confidential and undisclosed to any party without the express permission of both parties in writing.

1. Post implementation, EXCELLONE reserves the rights to mention CS as a reference only.
2. Any non-performance incurred during the testing phase shall be discussed and dealt with promptly to the satisfaction of both parties.
3. Payment for the project will be made in two phases. The first payment, a deposit of 50% will be made when signing the agreement; will enable EXCELLONE to move into full-scale production. The remainder 50% of the payment, which is the final payment for the project, will be made within 7 days prior to the website going public, or software program go live and after all testing has been completed.
4. It is the responsibility CS to ensure the quality of the web site/ software program delivered by Excellone before making the part or/ and final payment to Excellone. The first term deposit as well as any other term payment that it made is not refundable to the CS unless stated specifically in a money back guarantee agreement.
5. CS is not entitled to do any changes in the design, software program themselves without the written permission of Excellone when Excellone providing its services to CS.

WARRANTIES

Each Party represents and warrants to the other that the individual entering in this agreement on its behalf has the full right, power and authority to bind the respective Party fully thereto.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY AND ALL PRODUCTS, SERVICES, CONTENT, EQUIPMENT OR FACILITIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

NEITHER PARTY GUARANTEES THAT THE OPERATION OF ITS INTERNET PORTAL(S), SITE(S), SOFTWARE PROGRAMS OR SERVER(S) OR THE PERFORMANCE OF ITS ON-LINE FUNCTIONS AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER MALIGNANT DATA PROCESSES. NEITHER PARTY GUARANTEES THAT DATA SUBMITTED OR HELD IN STORAGE ON OR THROUGH ITS SYSTEMS ASSOCIATED WITH THE INTERNET WILL BE SECURE FROM UNAUTHORIZED ACCESS.ALSO NEITHER PARTY GUARANTEES THAT THE SOFWATRE PROGRAM IS SECURE FROM INTERNAL OR EXTERNAL ATTACKS.

INDEMNIFICATION

Excellone agrees to indemnify, defend, and hold harmless CS and its successors, officers, directors, and employees from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses, judgments, proceedings and damages (including reasonable attorneys fees): (i) arising from Excellone's performance or lack of performance of its duties under this Agreement; or (ii) arising from Excellone's breach of any warranty and/or representation.

CS agrees to indemnify, defend, and hold harmless EXCELLONE and its successors, officers, directors, and employees from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses, judgments, proceedings and damages (including reasonable attorneys fees): (i)arising from CS's performance or lack of performance of its duties under this Agreement; or (ii) arising from CS's breach of any warranty and/or representation.

LIMITATION OF LIABILITY

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE VALUE OF SERVICES RENDERED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY (INCLUDING STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE OR FOR INTERRUPTED COMMUNICATIONS, INCURRED BY EITHER PARTY IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERMS AND CONDITIONS OF TRADE

Hosting -Payment shall be made yearly in advance, one month prior to the due date. Where an account is unpaid for more than 7 days past the monthly or yearly due date (depending on the agreement) the Supplier (Excellone) may disconnect the website or other related service. The hosting term will commence on the agreement date, or when services such as email set up, temporary website hosting etc. are activated, and will continue for a period of twelve (12) months. After this period this agreement will continue until either party terminates by giving three month's written notice before the due date. If the notice is given past the due date, the CS is liable to pay the entire 12 month hosting period. If the CS terminates hosting they will be required to pay for an additional month past the stated termination date and will also be charged a 1-3 (one to three) hour website migration fee based on Excellone’s current fee structure. Excellone is required to provide a zip version of the website data onto a ftp server only. Excellone reserves the right to withhold any work files, including website files, design files, documents, templates and the likes in its possession until all monies owed are paid.

Upfront Payment: To maintain any discounted terms offered, payment is due when the contract is signed and must be paid in full no later than 7 days from the date of this contract.

Maintenance - The Supplier reserves the right to monitor the traffic moving through the Internet system for the purpose of system performance analysis.

Project Cancellation - Any Customer who wishes to cancel the agreement during the Initial Term shall be liable to pay the total amount owing within the Initial Term. The Supplier may cancel or suspend this agreement at any time without notice and without any liability to the Customer where the customer is in breach of the terms of this agreement. Where cancellation of the contract is sought before any payments are made, a cancellation fee equal to twenty percent (20%) of the gross value of the related payment phase of the contract will be due and payable.

Deposit – The stated deposit is required prior to commencing any work on the project and once the agreement has been signed. The first term deposit as well as any other term payment that it made is not refundable to the CS unless stated specifically in a money back guarantee agreement.

Liability - The Supplier is not liable (whether in contra or tort) to the Customer for any loss or damage including consequential damage and loss of profits, caused directly or indirectly from the provision of the services supplied under this contract. In the event that any limitation provision in this agreement is held to be invalid, any liability on the part of the Supplier shall be limited to the value of the contract price.

Warranties -The Supplier will use its best endeavours to provide continuity of service but is not liable to the Customer for compensation of any kind for any disruption to the service whether caused through the fault of the Supplier or otherwise. The Supplier makes no warranty or rep-presentation as to the suitability of Excellone’s products for the Customer's purposes. The Customer enters into this agreement reliant solely upon its own judgment.

Failure of Excellone - If all Excellone services are not available for a continuous period of 48 hours, the Supplier will on the request of the Customer credit the Customer with the portion of the fee that pertains to such period.

Alterations – CS is not entitled to do any changes in the design, software program themselves without the written permission of Excellone when Excellone providing its services to CS.

Website Restrictions – The CS is not at liberty to on-sell the website to any other party, either in single form or duplicates. Excellone does have provision for this when it pertains to the transfer of ownership of the business. All such matters must be discussed on a case by case basis with Excellone. While the CS owns the graphic creation all website templates, all code, systems and programming and the likes is owned solely by Excellone, both past development applied to the CS project and any new development or modifications made through out the course and continuation of the project.

Open Source Systems Implemented by Excellone – TYPO3 CMS. Copyright © 1998-2007 Kasper Skårhøj. Extensions are copyright of their respective owners. Go to www.typo3.com for details. TYPO3 comes with ABSOLUTELY NO WARRANTY. And osCommerce Copyright © 2000-2007 Harald Ponce de Leon. Go to www.oscommerce.com osCommerce comes with ABSOLUTELY NO WARRANTY

Force Majeure - The Supplier shall not be liable for any failure or delay in performance under this agreement where such failure or delay is caused by matters beyond the Suppliers control.

Assignment - The Customer may not transfer or assign its rights under this agreement without the prior agreement of the Supplier, and such transfer or assignment will not be unreasonably withheld.

SEO (Search Engine Optimisation) – Excellone does not give any guarantee of search engine positioning and or placement and is under no such obligation to ensure a result or search engine position of any kind. Excellone has not agreed to undertake any such campaign or SEO programme in its agreement to design and establishment a website, or websites Internet application. Specific SEO services are offered by Excellone but need to be discussed on a case-by-case basis and are undertaken only under a specified contractual arrangement. Please feel free to discus this with Excellone if this is of interest.

Website Content and Conditions Prohibited Content I Use

1. Websites, which have Adult Material of any sort, including links to adult websites, are strictly prohibited. "Adult Material" is defined as pornography, nudity and sex-related merchandising.
2. MP3 files are prohibited from the Supplier's web servers unless expressly permitted in writing.
3. Websites promoting illegal activities, including, but not limited to ‘Virus’, hacking, serial numbers, cracks, or information which violates any Local, State or Federal laws.
4. Websites whose primary purpose is file distribution or mirroring another website.
5. Links to adult websites, MP3 sites, Virus sites, or hacking websites.
6. Sending unsolicited e-mail, or "spam" through the Supplier's e-mail servers. This includes promoting a website hosted by the Supplier through unsolicited e-mail, regardless of whether or not the unsolicited e-mail is sent through the Supplier's e-mail servers or not.

Websites found to be in violation of this policy are subject to account termination without notice. Any account terminated under this clause during the minimum period shall be liable to pay the total amount owing within the Initial Term of this agreement.

Copyright Material - Materials distributed on your website cannot infringe upon another group's copyrights. This especially includes distributing copyright software, or "Virus", also known as pirated software, MP3/4 files which usually consist of copyrighted music, and Emulators/ROMs. Please ensure that your website consists of your own work and none of the contents on your website do not infringe upon anyone else's copyrights.

Variation of Rentals - The Supplier reserves the right to vary the annual license payments at any time-to reflect the introduction of, or change in the rate of any Government Goods and Services Tax or similar.

Governing Law and Jurisdiction: If the work is outsourced to India based software/ web development companies or individuals with the knowldge of CS; then this Agreement is governed by the laws of India, without giving effect to its conflict of laws provisions. You agree that the appropriate court(s) in Kerala State, India, will have the exclusive jurisdiction to resolve all disputes arising under this agreement and You hereby consent to personal jurisdiction in such forum.

Agreement that Excellone may seek consumer credit information (Section 18K(1)(B), Privacy Act 1988) If Excellone considers it relevant to assessing this application for commercial credit, I/We agree to Excellone obtaining from a Credit Reporting Agency a credit report containing personal credit information about me/us in relation to commercial credit provided by Excellone . I acknowledge that by signing this agreement, I am entering into an agreement for a Excellone Business Website and that I have read and accept the terms and conditions of this agreement. It is the policy of Excellone that any information supplied by you, your Clients or any associated business will remain private and will not be passed on in any form to a third patty unless required by Government Legislation.

This agreement is made effective as of the date is it signed by both parties.

Signed..............................................

By……………………………………………………………This

Day...................................

(CSs)

Signed...............................................

By…………………………………………………………..This

Day................................

(Excellone)