STANDARD TERMS AND CONDITIONS OF SALE

1.TERM

The term of this Agreement shall commence on the date set forth above, and continue until the Developer completes providing completion of the services provided for in this Agreement or termination pursuant to the Clause 20 of this Agreement.

2.DEVELOPMENT PLAN

Developer shall serve as an independent contractor of the Customer and shall design, develop, and implement the Software according to the requirements, specifications and related information attached hereto as Clause 2, which describes the following;

Software Requirements Specifications
Phases in Software Development
List of all items to be delivered to Customer under this agreement(“Deliverables”)
Delivery schedule containing a delivery date for each Deliverable
Training to designated employees of the Customer

3.ACCEPTANCE OF DEVELOPMENT PLAN

Within ten (10) days of submission of the development plan attached hereto as Schedule-A, the Customer shall either certify in writing to Developer that the development plans and Software Requirements Specifications are accepted or submit in writing any addition and/or modification to the Software Requirements Specifications.

Upon acceptance by the parties, the Development plans and Software Requirements Specifications as added to or modified shall be final and shall supersede all other definitions or descriptions of the Application Software. The Customer shall certify in writing to the Developer of its acceptance of the final Development plan and Software Requirements Specifications

4.FURTHER CHANGES TO DEVELOPMENT PLAN

After acceptance by the Customer of the Software Requirements Specifications as specified in Clause 2, should Customer desire Developer to provide any addition, modification or change to the specifications set forth therein, that will alter or amend the specifications or other elements of the development plan, Developer and Customer shall comply with the following:

Submission of Change Request: Customer shall first submit in writing to the Developer, a requests for addition, modification or change to the specifications set forth therein.Acceptance Procedure: Developer Provider shall evaluate each such request at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within reasonable time frame required for doing impact analysis of the changes and for coming up with the implementation approach (Number of days would be decided by the change Impact for which seperateseparate effort estimation would be done). Developer's written response shall include a statement of the availability of Developer's personnel and resources, the impact, if any, on the completion date and the change in costs, if any. Developer in its sole discretion may refuse to accept the Modification/Change Requestinding Agreement: Each of the changes to the development shall be evidenced by a Change Request. The Change Request shall be appmended to the Development plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this agreement. Each Change Request duly authorize in writing by customer and Developer shall be deemed incorporated into and made part of this agreement. Each such Change Request shall constitute a formal change to this agreement adjusting fees and completion dates as finally agreed upon. The Developer shall not implement any changes unless instructed to do so by the Customer.

5.CHARGES AND TERMS OF PAYMENT

The Customer shall make payment to Developer for the development of Software in the amount and at such times as set forth in Clause 5 of this Agreement. Customer shall pay Developer the sum of Forty percent (40%) of the total contract price up on execution of this agreement. The remaining of the contract price shall be payable in installments according to the payment terms included in the Clause 5. At such times Developer shall present an invoice to the Customer, and payment shall be made within 15 days of receipt thereof.

2. Late payments by Customer shall be subject to late penalty fees of 612% per annum of the invoice amount raised.

3. If the development plan is not accepted by customer and customer terminates this agreement, Developer shall be entitled to compensation on a time and material basis at per man day rate of AED 300/- plus expenses to the date of termination. Developer shall submit an invoice dealing its time and expenses preparing the development plan. If the invoice amount is less than the amount paid to the Developer prior to termination, Developer shall promptly return the excess to customer. If the invoice amount exceeds the amount paid to Developer prior to termination, Customer shall promptly pay Developer the difference. The However, Developer’s total compensation for preparing the development plan shall not exceed 2% of the total contract price.

6.OUT OF POCKET EXPENDITURE PERSONNEL

The Developer shall ensure that all of its personnel engaged in the development, implementation and training relating to the Software

Have the necessary skills, expertise and diligence to undertake such work and will confirm to the professional standards generally observed in the computer industry for similar services;

2. Comply with the provisions in this Agreement relating to Confidential Information.

Customer shall reimburse Developer for all out of Pocket expenses incurred by Developer in performing services under this agreement. Such expenses include, but are not limited to:

Travel expenses other than normal commuting, including airfares.
Any other expenses incurred from the work performed under this agreement

7.CUSTOMER OBLIGATIONS

In addition to providing Developer with such information as may be required, Customer shall make available to Developer, at Customer’s expense, the following material facilities and equipments in order to develop and implement the custom Software:

1. Servers with Linux operating system required for loading the Software. This can be either located in internal data center maintained by Customer or in any external Servers located in different location preferred by customer. In both cases the necessary firewall setup, configuration etc required for securing the server should be done by security experts arranged by Customer at Customer’s expense the Developer in consultation with the Customer’s team.
2. make available to Developer such personnel of the UserCustomer (or an independent consultant, if so requested by the Customer) for testing the Application Software and training users of the Application Software details of which shall be given as part of the deliverables.
3. Procure and maintain licenses of third-party software on which performance of the application might depend. Developer shall provide to Customer in writing a list of such third-party software accordingly.
4. Provide all necessary documentation of work procedures and supporting documents/manuals/forms/charts of accounts etc for the implementation of corresponding functionality in the software

8.DELIVERY

The Developer shall deliver all deliverables listed in development plan relating to the custom Software, together with complete manuals and documentation if any at the premises specified by Customer not later than the date specified in the Development Plan.
The Developer shall also ensure that together with the implementation of the Software, it shall provide the Customer with a manual that with adequate instructions to enable them to operate and use the Software.

9.DELAYS

Developer shall use all reasonable efforts to deliver the software in due time. However, as its option Developer can extend the due date for any deliverable by giving prior written notice to customer. The total of all such extensions shall not exceed Sixty (60) days.
Any delay or non-performance of any provision of this Agreement caused by conditions beyond the reasonable control of the performing party, force majeure shall not constitute a breach of this agreements, provided that the delayed party has taken reasonable measures to notify the other of the delayed party’s time for performance shall be deemed to be extended for a period equal to the duration of the conditions beyond its control.

10.ACCEPTANCE TEST

Not later than the dates set forth in the Development plan’s delivery schedule, Developer shall implement the Application Software on the UserCustomer's Server. The Developer shall certify in writing to Customer that the Application Software is ready for acceptance test. Customer shall have 15 - 30 days from the delivery of the software to inspect , test and evaluate it to determine whether the software satisfies the acceptance criteria in accordance with procedures set forth in the Development plan , or as established by Developer and approved by customer prior to testing.
Prior to the acceptance test, Developer shall provide training to those who will perform the test. The acceptance test shall be carried out by Customer with the help of Developer. The purpose of the acceptance test shall be to find errors in the system.
If the Software is not ready for acceptance testing as set out in the Development plan’s delivery schedule then, save where such failure results from the default by the Customer of its obligations under this Agreement, the Developer shall pay to the Customer by way of liquidated damages the sum of AED 1,000/= per day until the date on which the acceptance tests are carried out, subject to a maximum of AED 50,000/=.
On successful completion of the acceptance test of the Application Software, the UserCustomer shall certify to Developer that the Application Software is accepted. Certification by Customer that the Software is accepted or in the absence of such certification the failure of Customer to provide within 15 days with a written description of bonafide defects, shall constitute completion of acceptance test and the Application Software shall be deemed to have been accepted by Customer.
If the software still does not satisfy the acceptance criteria Customer shall have the option of either
(1) repeating the procedure set forth above , or (2) terminating this agreement pursuant to the Clause-20 of this agreement in which case a full refund shall be given to the Customer. If Customer opted for termination with a full refund, Customer shall not have any rights whatsoever on the items Delivered and all the Delivered ab initio shall be returned to the Developer

11.TRAINING

In addition to the development and delivery of the custom Software, as provided herein, Developer provide 14 days of training in the use of the software by at least one (But not more than 2) ) qualified Developer’s personnel (trainers). The training will be conducted on such dates and locations as the parties may mutually agreed upon.

Customer shall be responsible for all costs and expenses of customer’s trainees, including room board, transportation, salary, insurance and other benefits , and other expenses while attending the training .
Customer shall pay Developer the sum of xxx/- AED for each day of training by each trainer, plus other out of pocket expenditures if any incurred for deploying the trainer’s of Developer

12.UNDERTAKINGS

The Developer shall:

Observe and obey all directions and regulations as may from time to time be reasonably given to or imposed on the Developer by or on behalf of the Customer for the purposes of this Agreement

2.Not either during nor after the end of the engagement under this Agreement create any product all or part of which relies directly or indirectly on any idea, style, production method, gimmick, character or other information relating to the Customer, of which the Developer may become aware as a result of the engagement under this Agreement, regardless of whether such material is confidential or not;

3. Do not incur expenditure or costs on behalf of the Customer without the Customer’s written consent in advance;

4. Ensure that it and its servants, agents and sub-contractors take all reasonable precautions to ensure that no known viruses for which detection and antidote software is generally available are coded or introduced into the Software.

5. If the Developer wishes to use material (in any medium) owned by third parties as part of the Software, he shall (having first obtained the Customer's prior written agreement), obtain from those third parties such written assignments, releases, waivers, permissions and licenses as necessary to permit such use and to enable the Customer to exploit any program containing that material in the Software in all present and future media. The Developer shall deliver copies of any documentation relevant to third party clearances to the Customer upon request.

13.WARRANTY AND INDEMNITY

The Developer warrants to the Customer that it is entitled to enter into this Agreement and that it is entitled to grant the licence in accordance with this Agreement
The Developer warrants to the Customer that: the Application Software supplied to and accepted by the User shall;

the Software supplied to and accepted by the Customer shall substantially conform to the Software Requirements Specification referred in Schedule A
the Software supplied to and accepted by the Customer shall not have minor or and major defects but, if there are any which are not caught during all testing phases including userCustomer acceptance testing. Ffor such defects, Developer shall put best effor to resolve the same under the warranty and as soon such are brought to the Developer’s attention.issue with in the SLA applicable for Warranty Support.
the development of the Software will be carried out in a professional manner conforming to best industry practices
User Interface of the web application shall not meet the aesthetic tastes of all end users of the application. How ever Developer shall put best effort to bring in best practices followed in the user interface development

3. The warranty set forth above shall be applicable in respect of the Application Software for a period of 3060 days1 year days following the acceptance thereof by CustomerUATAcceptance Test time frame set forth in clause 10 of this agreement this agreement.

4. During the period of applicability of the foregoing warranty Developer shall forthwith provide, at no charge to the UserCustomer, corrections, modifications or additions to the Application Software where User the Customer notifies Developer in writing any errors, omissions, deficiencies or inconsistencies in the Application Software and which are within the scope of the Software Requirements Specifications. UserThe Customer shall assist Developer in identifying the circumstances in which such errors, omissions, deficiencies or inconsistencies are discovered. Developer's sole obligation under this warranty is to respond to User's the Customer’s request within 24 hours of the request during normal office hours and to remedy such defect within a reasonable time (within 2 days for bugs that are critical to the application and within at most five working days for bugs that are non-critical to the application). This warranty shall cover all labour, replacement software, delivery, testing and related expenses.

5. If the Developer receives a written notice from the Customer identifying a breach of the warranties set out hereinabove or otherwise becomes aware of its failure to comply with the warranties set out hereinabove, then the Developer shall, at its own expense, promptly remedy such breach or failure provided that the Developer shall have no liability or obligations under the warranties unless it shall have received written notice of the defect or error within the warranty period

6. The Developer will indemnify the Customer for direct damage to tangible property caused by the negligence of its employees in connection with the performance of their duties under this Agreement or by defects in any product or the Software supplied pursuant to this Agreement.

14.CONFIDENTIALITY

Developer and/or its staff shall treat all information that they might come across in the course of their work in strict confidentiality, failing which they may be liable to damages. Neither of the parties shall divulge to any person or use for any purpose (except for those persons whose province it is to know it or with proper authority and except for those purposes expressly provided for under this Agreement) any of the trade secrets or confidential information or any financial or service information relating to the other party or the project generally. Each of the parties shall endeavour to prevent its employees from doing anything that, if done by that party, would be a breach of the present clause. This restriction shall continue to apply after the termination of the present agreement but shall not apply to information trade secrets or information which:

is to be disclosed as a legal compliance requirement;
is already in the public domain otherwise than through unauthorized disclosure;
Developer obtains from sources other than Customer who owe no duty of confidentiality to Customer;
The Developer knew before Customer disclosed it

15.COPYRIGHT AND OTHER PROPRIETARY RIGHTS

1. Developer warrants that the Application Software furnished by it under this Agreement do not infringe upon or violate any copyright or any other proprietary right of any third party, and is otherwise subject to applicable copyright laws of the country. To the extend any material used by Developer contains matter proprietary to a third party , Developer shall obtain a license from the owner permitting the use of such matter and granting Developer the right to sub- license its use.
2. Developer expressly saves and holds Customer harmless from any and all liability of any kind or nature whatsoever to Customer which may arise from this Agreement or from acts of Developer or from documentation, services or any other item furnished under this Agreement.
3. Developer shall defend at its own expense any action brought against Customer to the extent that such action is based on a claim that any aspect of the Software furnished by it under this Agreement constitutes an infringement of any patents copyright or any other proprietary rights provided that Developer is, within a reasonable delay, notified in writing of any such claim and both Developer and Customer shall control such defence. In no event, shall Customer settle any such claim, law suit or proceedings without Developer’s prior written approval and the consent of Developer in that regard shall not be unreasonable withheld.
4. Developer hereby indemnifies Customer against liability which Customer may incur as a result of any action brought against to Customer as set out in the preceding paragraph,
5. In the event that a final injunction shall be obtained against use of any of the Software or any portions thereof by Customer by reason of any infringement or if in the opinion of Developer this is likely to happen Developer will at its option and its expense either;

i). Procure for Customer a right to continue using the Application Software or portion thereof;

ii) Replace or modify the same so that it becomes non-infringing; or

iii) If Developer does not succeed in (i) or (ii) above Developer shall remove the subject Software or portions thereof and provide a proportionate refund to the Customer or, at the election of the Customer, the Customer may demand a full refund and cease making any use of the Software.

16.MAINTANANCE

Prior to the expiration of the warranty period specified in Clause 132 above Developer shall maintain the Software free of charge and ensure that the Software is in conformity with the Software Requirements Specifications. Developer shall thereafter guarantee to maintain the Software for a minimum period of three years.Thereafter, at Customer’s option Developer shall continue to perform maintenance service on execution of a separate Software Maintenance Agreement. The Software Maintenance Agreement shall cater for the Software. Developer shall guarantee to maintain the Application Software for a minimum period of Three years. .

17.OWNERSHIP OF SOFTWARE

Upon full payment by the Customer to the Developer in accordance with the terms of this Agreement, the Software and its source code shall belong to the CustomerDeveloper shall retain all copyright, patents, trade secret and other intellectual property rights Developer may have in anything created or developed by Developer for Customer under this agreement. Developer grants Customer a nontransferable license to use the custom software. The license is conditioned up on full payment of the compensation due Developer under this agreement.
The license shall be exclusive in UAE for lifetime period following acceptance by Customer of the software as set forth in this agreement . The license shall automatically revert to a perpetual non exclusive license following the period of exclusivity.
The license shall authorize Customer to:

Install the software on computer systems owned, leased or otherwise controlled by Customer
Utilize the software for this internal data processing purposes (but not for time sharing or service bureau purposes) and copy the software only as necessary to exercise the rights granted in this Agreement.

4. Customer acknowledges that Developer owns or holds a license to use and sublicense various preexisting development tools, routines, subroutines and other programs, data and materials that Developer may include in the Software developed under this Agreement

18.SOURCE CODE ACCESS

Developer agrees that the software developed under this agreement shall be delivered to Customer in both source code and executable form.

The source code shall be used solely by Customer to maintain the software and shall be subject to every restriction on use set forth in this Agreement. Customer agrees not to disclose the source code to third parties except on a need –to- know basis under an appropriate due confidentially.

19.RELATIONSHIP OF PARTIES

Nothing contained herein will be construed as creating any agency , partnership, joint venture or other form of joint enterprise between the parties .
Developer is an independent contractor ,and neither Developer nor Developer’s staff is , or shall be deemed , Clients Customer’s employees ,in its capacity as an independent contractor Developer agrees and represents , and Customer agrees as follows :

Developer has the right to perform services for others during the term of this Agreement subject to non –competition provisions set out in this Agreement, if any;
Developer has the sole right to control and direct the means ,manner and method by which the services required by this agreement will be performed;
Developer has the right to perform the services required by this Agreement at any place or location and at such times Developer may determine.
Developer will furnish all equipment and materials used to provide the services required by this Agreement. Except to this extend that Developer’s work must be performed on or with Ccustomer’s computer or existing software.
The service required by this Agreement shall be performed by Developer, or Developer’s staff and Customer shall not be required to hire, supervise or pay any assistants to help Developer.
Developer is responsible for paying all ordinary and necessary expenses of its staff
Neither Developer nor Developer’s staff shall receive any training from Ccustomer in the professional skills necessary to perform the services required by this Agreement.
Neither Developer nor Developer’s staff shall be required to devote full time to the performance of the services required by this Agreement.
Customer shall not provide insurance coverage of any kind for Developer or Developer’s Staff.

20.TERMINATION

The parties shall have the right to terminate this Agreement upon 30 days written notice upon:

1. Violation or breach by the parties or their employees of any fundamental provision of this Agreement (including any annex attached hereto), and including, but not limited to, delivery, confidentiality and payment.
2. The termination of the parties' business.
3. Developer’s failure to perform any obligation(s) under the Agreement.

In the above circumstances, this Agreement shall, subject to the 30 days prior notification mentioned above, be automatically terminated without the need for any further notice or court order and with no further obligations on the part of the parties.

Upon such termination, except where the breach is by the Developer, all amounts owed to Developer under this Agreement for accepted work shall immediately become due and payable and all rights and licenses granted by Developer to Customer under this Agreement shall immediately terminate. Notwithstanding the foregoing, all provisions thereof relating to confidentiality of the Software shall survive the termination of this Agreement. Where the termination is due to a breach by the Developer, the Customer shall be entitled to a full refund of all monies paid to the Developer.

21.NON-SOLICITATION OF EMPLOYEES

Customer agrees not to knowingly hire or solicit Developer’s employees during performance of this Agreement and for a period of 2 years after termination of this Agreement without Developer’s written consent.

22.ASSIGNMENT

This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and assigns, but it shall not be assigned in whole or in part by either party without the prior written consent of the other except, that either party's interests shall be assignable through merger, consolidation or re-organisation or sale or transfer of substantially all its assets.

23.NON-WAIVER

No term or provision of this Agreement shall be deemed waived and no breach thereof shall be deemed excused, unless such waiver or consent is given in writing and signed by the party alleged to have waived or consented

24.NOTICE

Any notice, request, demand, approval, consent or other communication provided or permitted hereunder shall be in writing and given by courierOfficial delivery to the party for which it is intended at its registered address. Notice through electronic media shall be issued just for indicative purpose only.

25.AMENDMENTS TO AGREEMENT

No amendment to this Agreement shall be effective unless it is in writing and duly signed by authorized representatives of both the parties.

26.APPLICABLE LAW

This Agreement shall be governed by, and construed in accordance with the laws of Dubai, United Arab Emirates [UAE]. There are no agreements, understandings or representation, express or implied, not specified herein.

27.ARBITRATION DISPUTE RESOLUTION

In the event of any dispute or difference between the parties, hereto, such dispute or difference shall be resolved amicably by mutual consultation. If such resolution is not possible, then, the unresolved dispute or difference shall be referred to the Dubai Courts. arbitration of an arbitrator assisted by two external and independent assessors who shall be nominated by mutual agreement between the two parties. The award of the arbitrator shall be binding upon parties to the dispute.

The costs of arbitration shall be shared evenly between both parties.
If any legal action is necessary to enforce this Agreement ,the prevailing party shall be entitled to reasonable attorney fees ,costs and expenses

28.ENFORCEABILITY

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

29.ENTIRE AGREEMENT

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement among the parties, which supersedes all prior proposals, understandings and all other agreements oral and written, among the parties relating to the subject matter of this Agreement

Zesty Labs Odoo Team