Terms of Services

CONFIDENTIAL INFORMATION AND MATERIALS:

"Confidential Information" shall mean any non public information that the customer specifically marks and designates, either orally or in writing, as confidential or which, under the circumstances arounding the disclosure, ought to be treated as confidential or which the Digiteq Solutions. makes or produces in the course of operating services for the customer. "Confidential Information" involves , but is not limited to, product schematics , descriptive material, specifications, software ,sales and customer information, the Client's business policies or practices, data received from others that the Client is obligated to treat as confidential and other materials and data of a confidential nature.

"Confidential Information" shall not involve any materials or information which the Digiteq Solutions shows at the time of disclosure generally known by or available to the public or became so known or available thereafter through no fault of the Digiteq Solutions. "Confidential Materials" shall mean all tangible materials containing confidential information, involving without limitation drawings, schematics, printed documents, computer disks, tapes, and compact disks (CD), whether machine

RESTRICTIONS:

Digiteq Solutions shall not disclose any Confidential data to third parties without the prior written authorization of the customers Notwithstanding the foregoing, Digiteq Solutions shall not at any time disclose to any third party any Confidential info or data comprising a trade secret of the customer . However, Digiteq Solutions may disclose Confidential Information in according with judicial or other governmental orders. Digiteq Solutions shall not use any Confidential Information or Materials of the Client for any aims except those expressly contemplated hereby or as authorized by the Customer.

Digiteq Solution shall take reasonable security precautions, which shall in any function be as great as the precautions it takes to secure its own confidential data, to keep confidential the Confidential Information. Digiteq Solution may disclose Confidential Information or Confidential Materials only to Digiteq Solution's workers or consultants on a need-to-know basis.Digiteq Solution shall instruct all employees given access to the information to maintain confidentiality and to refrain from creating unauthorized copies. Digiteq Solution shall maintain appropriate written agreements with its employees, consultants, parent, affiliates , who collect or accept Confidential Information sufficient to enable it to comply with the terms of this Agreement. Confidential Information and Confidential Materials may be discovered, reproduced, summarized only in pursuance of Digiteq Solution's business relationship with the Client, and only as otherwise provided hereunder.

RIGHT AND REMEDIES:

Digiteq Solution shall inform the Client instantly upon discovery of any unauthorized use or disclosure of Confidential Information other Digiteq Solution will cooperate with the Client in every reasonable way to help the Client regain possession of the Confidential Information and/or Confidential Materials and stop further unauthorized use.

Digitq Solution shall return all originals, copies, reproductions and summaries of Confidential Information or Confidential Materials then in Digiteq Solution control at the customers petition or, at the Client's option, certify destruction of the same. Digiteq Solution accept that monetary losses may not be a sufficient remedy for losses resulting from the unauthorized disclosure of Confidential Information and that the Client shall be entitled, without waiving any other rights or remedies. The Client may visit Digiteq Solution premises, with reasonable prior notice and during normal business hours, to review Digiteq Solution compliance with the terms of this Agreement.

MISCELLANEOUS:

All Confidential data or info and Confidential Materials are and shall remain the sole and exclusive property of the customer. By disclosing data to Digiteq Solutions the Client does not grant any express or implied right to Digiteq Solution to or under the Client patents, copyrights, trademarks. All Confidential data and Materials are provided "AS IS" and the customer creates no warranty regarding the accuracy such information or materials. The Client does not guarantee that it will release any product concerning which data has been published as a part of the Confidential Information or Materials. The Client will not be liable for any losses incurred undertaken by the Digiteq Solution as a result of the receipt of Confidential Information Materials. The entire risk arising out of the use of the Confidential Information and Confidential Materials remains with the Digiteq solution. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act on the part of the customer, its agents, or worker but only by an instrument in writing signed by an authorized officer of the Client. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement.

If any action at law or in equity is require or need to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, price and need disbursements in addition to any other relief to which it may be entitled. This Agreement shall be construed and governed by the laws of India, and both parties further consent to jurisdiction by the courts sitting in the State of West Bengal. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be decreased o the maximum duration, scope or subject matter allowable by law. All obligations made by Agreement shall survive change or termination of the parties' business relationship.

OWNERSHIP:

The client shall retain ownership of all data, software applications, tools and other Intellectual Property, etc. supplied for development. The client warrants that it either owns or has a valid license to use or have used its materials provided to Digiteq Solution for use in performing services for the client and grants a license to use such materials. Digiteq Solution. recognize to restrict the use of materials to employees and contractors performing services for the customer and to return all materials upon request or completion of the assignment.Digiteq Solution agree that its employees and contractors working on the client's assignments.

WARRANTY SUPPORT:

Digiteq Solution will provide warranty(guarantee) support for a period of 6 months from date of acceptance for the application. During this period ,warranty is limited to fixing defects found. The scope of warranty will not cover any enhancements. Digiteq Soloution warranty service obligations provided herein shall not apply to any claimed nonconformity caused by (a) the improper use of any hardware or software not provided by Digiteq Solution Customer's negligence, fault or improper use of a Deliverable, or modifications to or changes in a Deliverable not made by Digiteq Solution

LIMITATION ON LIABILITY:

Each party's liability, whether in contract, tort, or otherwise, arising out of or in connection with this Agreement shall not exceed the lesser of a) actual damages assessed by the arbitrator or any other dispute resolution mechanism adopted by the parties under this Agreement or b) the total amount paid to Digiteq Solution by Customer for Services during the preceding twelve (12) months. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES BY ANYONE, NOR SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, TORT OR OTHER DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, ANY LOSSES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF BENEFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR OF ANY OTHER OBLIGATIONS RELATING TO THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES

TERMINATION :

Either party has the right to terminate this Agreement if the other breaches or is in default of any obligation hereunder which default is incapable of cure or which, being capable of cure, has not been cured within thirty (30) calendar days after receipt of notice of such default.

NON-SOLICITATION:

Except as otherwise expressly agreed to by Digiteq Solution in writing, Clients agrees not to directly or indirectly or through third parties solicit or hire for employment any of Digiteq solution workers during the term of this Agreement and for a period of two (2) years following its completion.

GOVERNING LAW:

This deal and any dispute arising hereunder shall be governed by the laws of India without regard to principles on conflicts of laws.

FORCE MAJEURE:

If it is prevented from performing its obligation due to sickness, accident, death of its employees or Consultants or any other cause beyond the control of the parties then party neither undertakes any responsibility or duty .