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Terms & Conditions: |
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| We have to ask you to read these terms & conditions carefully as a pre-requisite for exploring this site. |
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| Definitions: |
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In this Agreement, the following expressions shall mean:-
“DigitalSpinners” –“DS” its, organization, employees, consultants and authorities.
“Client” – individual, business, partnership, company or proposing to obtain software or services from DS.
"Intellectual Property Rights" - copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
“Inappropriate Material" - material that under the laws of any jurisdiction where the material can be accessed is or may be any of the following:- abusive, defamatory, harmful, libelous, malicious, obscene, pornographic, profane, threatening, unlawful, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, Trojan horse or other harmful code "Relevant Legislation" - such laws of Pakistan and the Client's country as relate to data protection and any laws of Pakistan and the Client's country governing Inappropriate Material.
"Services" - the services identified to be provided by DS to the Client on any letter of confirmation, quotation or other correspondence method from DS to the Client. |
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| Limitation of liability: |
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| Except to the extent prohibited by law, we shall not be liable to any person who accesses our sites or any of the materials for any direct, indirect, special, consequential damages or awards of any kind, which may result from the use or inability to use the our sites or any of the materials. |
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| Disclaimer: |
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| The materials and the DS sites are provided on an "as is" and "as available" basis and DS gives no warranties, express, implied or statutory as to merchantability or fitness for purpose of the materials or that any of the materials or the DS site will be provided uninterrupted or free from errors or that any identified defect will be corrected; further, no such warranty is given that the DS site and the materials are free from any virus or other malicious destructive or corrupting code, program or macro. DS does not warrant that the DS site or the server(s) that make them available are free of any virus or other harmful elements. Reference in the DS sites and/or materials to any hypertext link, product, process or service does not imply DS support for, or endorsement or recommendation of, the provider thereof or the product, process or service to which reference is made. The DS site may contain links to other web sites, resources or other third parties. DS is not responsible for the availability of these external web sites or their contents and DS is neither a sponsor, partner nor promoter of such sites or their contents and accepts no liability in relation thereto. |
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| DS Service Terms & Conditions: |
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These terms and conditions shall apply to the agreement between "DS" and the" Client" applying for the provision of services by DS. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions.
Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement. |
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| Payment & Services: |
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DS will carry out work for clients in accordance to their instructions, as agreed between DS and the client. All work produced, digital based or otherwise by DS remain the property of DS until payment for such products is received in full. Payment terms are strictly within 07 days unless otherwise stated explicitly in written format from DS.
The client then has a period of up to 07 working days to approve any digital based work only. DS will carry out, free of charge, minor modifications as suggested by clients, subject to the condition that the changes suggested by the client are not unreasonable and do not involve substantial deviation from the original contract between DS and the client. In areas of dispute, DS will have the final say with regards what constitutes an unreasonable request.
Non-delivery or non-performance of services by any third party shall not give the Client any right to delay any payment to DS or to make any claim whatsoever against DS.
Any additional services requested, at any time, will be charged at the current standard rates. The Client agrees to make payment for the Services by payment of invoice within 07 days of the invoice date via current acceptable payment methods. If any monies become overdue for payment DS may remove, or not remove, any current or past service that DS provided, without prejudice to DS’s rights to claim for the first monies owed and costs of collection.
If payment is not made on the due date DS shall be entitled without limiting any other rights it may have to charge any additional administrative charges that DS may result in due to late or delayed payment.
All prices quoted in any invoices are valid for 07 days from date of issuance. |
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| Force Majeure: |
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DS shall bear no liability for loss, damage or delay howsoever arising caused by circumstances outside its control.
Neither party shall be liable for any delay in meeting or for failure to meet its obligations under the agreement due to any cause outside its reasonable control including (without limitation) Acts of God, war, riot, malicious act of damage, fire, flood, acts of any government or public authority, failure of the public electricity supply, failure of any telecommunications service provider, failure or delay on the part of any sub-contractors beyond its reasonable control or the unavailability of materials. Further, DS shall not be liable for any such delay or failure resulting from a request by the Client for any change made to the supply of any service being provided.
If DS is prevented from meeting its obligations due to any of the aforesaid causes it shall notify the Client of the circumstances and the Client shall grant a reasonable extension for the performance of the Agreement. |
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| Copyright: |
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The copyright, patent, and other Intellectual Property Rights ("IPR") in the Services provided by DS shall vest in DS. The Client agrees that copyrights to DS work shall remain the exclusive property of DS, and that it will not use as a template, sell, transfer, publish, disclose or otherwise make the work product available to third parties without DS prior written consent. Any rights granted to the Client under this Agreement shall not affect DS exclusive ownership of the work copyright.
All copyright, patent, and other Intellectual Property Rights are property of their respective owners |
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| Confidentiality: |
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DS acknowledges that this Agreement creates a confidential relationship between DS and the Client and that information concerning the Client's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning the Client is hereinafter collectively referred to as "Confidential Information."
DS agrees to take reasonable steps to ensure that its staff and subcontractors are bound by the provisions of this clause.
This Clause shall not apply to information that is or becomes public knowledge otherwise than through the default of the party
concerned, or is already in the receiving party's possession, or is legally acquired by such party from a third party, or is required by law to be disclosed. |
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| Termination: |
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Termination of this agreement can be effected as follows:-
a) Either party may terminate this agreement by giving written notice subject to condition
b) DS may terminate this agreement at anytime by giving 7 days written letter or email notice to the Customer if the Customer commits any breach of this agreement including but not limited to non-payment of any amount on the due date.
Following the termination of this agreement the copyright and ownership of the Services will remain that of the DS until the Customer has fulfilled the contractual agreement.
No refund of any payments made by the Customer will be made by DS Ltd where termination takes place.
If this agreement is terminated by either party within the period stated in condition (b) then the full amount outstanding will become payable by the Customer to the DS forthwith. |
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| General: |
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DS reserve the right at anytime without notice to remove any Client from its consultancy services, products or for web services.
The Client is deemed to have accepted and agreed to these Terms and Conditions by notifying DS of their intention to commence/continue with the services provided by DS, or by paying or continuing to pay any order, invoice or regular payment. |
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| Notices: |
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| Any notice to be given by either party to the other may be sent by either e-mail/Fax or by post to the address of the other party or such other address as such party may from time to time have communicated to the other in writing. If the notice is sent by email, it will be assumed to be received on the day, or if sent by fax shall be deemed to be served on receipt of an error free transmission report. If post mailing was used, it shall be deemed to be served seven days following the date of posting. |
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| Law: |
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Pakistani Law shall govern this Agreement and the parties submit to the exclusive jurisdiction of the Pakistani courts.
DS reserves the right to amend the terms & conditions without any prior notice. |
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