All the consultancy, web development, custom software development, maintenance and any other service work done by Twinkle Ventures to the Client is subject to the following terms and conditions:
Please read these Terms and Conditions carefully as they will form a contract between Twinkle Ventures (us) and Client (you). Your acceptance of which is agreed from the moment you accept our quotation or sign our agreement.
We have tried to keep these Terms and Conditions brief, easy to understand, and as straightforward as possible. If you have any questions however, please do not hesitate to contact us.
Client: A person or organization using the services of Twinkle Ventures.
The Project: The body of work that is being undertaken, normally consisting of several connected parts, such as consultation, service, application development, website development and/or hosting.
Material: The items required from customer for developing the application or website or to provide support and maintenance, such as website content, application content, text, images, videos, audio files or any other background information.
Milestone: Represents the completion of a major step in the project that requires the commitment of a certain amount of time, resources and effort.
Deliverable: A measurable and tangible outcome of each milestone of the project.
Clients located outside India, will be charged in United States Dollars (USD $) where as local Clients, located in India will be charges in Indian Rupees (INR ₹). Estimate of the charges are defined in the project quotation.
3. (a) Fixed Price Project
For fixed price projects, charges for the Services are defined in the project quotation that the Client receives from Twinkle Ventures via email. Quotations are valid for a period of thirty (30) days. Twinkle Ventures reserves the right to alter the quotation or decline to provide the relevant services after expiry of the thirty (30) days.
Unless agreed otherwise with the Client, all services require an advance payment of a minimum of thirty (30) percent of the project quotation total before the Project commences. A second payment of thirty (30) percent is required after the client review and design sign off stage, with the remaining payment of the project quotation total due upon completion of The Project, prior to upload to the server or release of materials.
The Client agrees to reimburse Twinkle Ventures for any additional expenses necessary for the completion of The Project. Expenses may include (but are not limited to) purchase of domain names, special fonts, stock photography, third party software and plugins, etc.,.
All charges are exclusive of Goods and Services Tax (GST).
3. (b) Hourly Rate Project
Client agrees to pay Twinkle Ventures the fees as per the hourly rate agreement, including all taxes. Client will pay the expenses, including but not limited to:
- The agreed upon hourly rate for regular consultancy or programming service. Hourly rate will be calculated in increments of 15 minutes.
- The agreed upon fee for special tasks.
- Any other costs, such as hosting, art licensing or photography, third party software and plugins, etc., will be billed to Client.
- For recurring maintenance or support tasks, any change in hourly rate or fee will be informed to the Client at the beginning of the month before starting the task.
- Goods and Services Tax (GST) as applicable.
Chargeable work time also includes but is not limited to:
- Meeting with the Client or their contact persons including the waiting time.
- Time consumed by Email or other form of communications.
- Self-training time, in case of unfamiliar technology used for the project on request by the client.
- Development time like Requirement analysis, design, programming and testing.
- Time consumed for deployment and training to users.
- Travel related to the project or task.
- Documentation time.
4. Invoicing and Payment
Payment is due when Twinkle Ventures completes each milestone / timescale or weekly or monthly as per agreement. Invoices shall list any expenses and additional costs as separate items. Invoices are normally sent via email. However, hard copy invoices are available on request.
In case of Hourly Rate Project, time-sheet with work breakdown will be delivered to the Client along with the invoice.
Payment for services is due by bank transfer or cheque. Bank transfer details and cheque payable details will be made available on invoices.
All invoices are payable within fifteen (15) days of receipt.
5. Late Payment
Due date of invoice is as specified in the “Invoicing and Payment” clause. Any ongoing Project of an unpaid account will be suspended till the payment is received. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of two percent (2%) or ($100 / ₹4000) per month of the total amount due.
All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
6. Evaluation and Acceptance
Client shall, within ten (10) business days after receiving each Deliverable, notify Twinkle Ventures in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Twinkle Ventures shall, within ten (10) business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within ten (10) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after ten (10) corrections by Twinkle Ventures, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
7. Turnaround Time
Twinkle Ventures will release the deliverables or deploy the product or complete the support task by the date specified in the project acceptance, or at the date agreed with Client upon Twinkle Ventures receiving initial payment, unless a delay is specifically requested by the Client and agreed by Twinkle Ventures.
During the project, Twinkle Ventures will require the Client to provide the required materials on time.
8. Resource and Material Control
In order to adhere to the milestones and turnaround time, the Client agrees to provide Twinkle Ventures promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by Twinkle Ventures for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid Twinkle Ventures with progressing the commission in a satisfactory and expedient manner.
9. Changes to Project Scope
Client shall use all reasonable efforts to provide proper requirement in the form of Scope of The Project. If Client wants to change the Scope of The Project after acceptance of this Agreement, Client shall send Twinkle Ventures a written Change Order describing the requested changes in detail. Twinkle Ventures will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Twinkle Ventures may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
10. Delays and Failure to provide Content and Materials
Client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension. Each party shall use reasonable efforts to notify the other party, in writing, of a delay.
Text content must be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages shall have the same titles as the agreed web pages.
11. Standard Media Delivery
Unless otherwise specified in the project quotation or proposal, this Agreement assumes that any text, image, photograph, video or other graphics and audio will be provided by the Client in electronic format. Text content must be delivered in ASCII text file or Microsoft Word file or Google Docs, email (or similar). Images and photographs must be delivered in .jpg, .gif or in .png format. These files are delivered using USB Drive or CD/DVD or via e-mail or FTP.
12. Quality Assurance
Twinkle Ventures makes every effort to ensure websites and software applications are designed to be viewed and used by the majority of visitors and users. Websites and web applications are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge, Safari, etc.). The Client agrees that Twinkle Ventures cannot guarantee correct functionality with all browser software across different operating systems.
Twinkle Ventures cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Twinkle Ventures reserves the right to quote for any work involved in changing the website design or website code or application for it to work with updated browser software or upgraded operating system.
The Client will own, or have express permission to use, the text files, images, graphics and any visual elements, video or sound tracks, that may have sent to Twinkle Ventures to use in connection with the project. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Twinkle Ventures, permission and rights for use of the same and agrees to indemnify and hold harmless Twinkle Ventures from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Twinkle Ventures that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
Twinkle Ventures will maintain copies of all the files used in connection with your project and if the Client require a disc copy of all the files used in connection with your project, then Twinkle Ventures will be happy to supply this to the Client. Copies of the website files are maintained by Twinkle Ventures for a reasonable time (usually at least one year), and if you are hosting with Twinkle Ventures, then files are maintained both locally and on external servers.
14. Third Party Products
Any third-party software which Twinkle Ventures agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one-off license fee for such third-party software is included as an additional charge payable pursuant to “Charges” clause.
15. Domain Names
Twinkle Ventures may purchase domain names on behalf of the Client. Payment in relation to, and renewal of, those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain due to non or late payment is not the responsibility of Twinkle Ventures. The Client should keep a record of the due dates for payment to ensure that payment is received with-in time.
16. Third Party Hosting
Twinkle Ventures may purchase or rent hosting space at third party servers on behalf of the Client. Payment in relation to, and renewal of, those hosting space is the responsibility of the Client. The loss, cancellation or otherwise of the hosting space brought about by non or late payment is not the responsibility of Twinkle Ventures. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
17. Support and Maintenance Services
Twinkle Ventures shall provide Support and Maintenance Services at an hourly rate. Support Services means commercially reasonable technical support and assistance to maintain and update the deliverables, including correcting any errors or improving the deficits. Requests for support will be billed on the basis of time and materials as per Twinkle Ventures standard rate.
18. Accreditation and Promotion
Twinkle Ventures shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Twinkle Ventures on each page or screen of the Final Deliverables. Twinkle Ventures retains the right to reproduce, publish and display the Deliverables in Twinkle Ventures portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
19. Confidential Information
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
20. Relationship of The Parties
Twinkle Ventures shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Twinkle Ventures and the work product or Deliverables prepared by Twinkle Ventures shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
21. Representations and Warranties
Client represents and warrants to Twinkle Ventures that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Twinkle Ventures represents and warranty to Client that to the best of developer’s knowledge, the Deliverables will not violate the rights of any third parties.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, TWINKLE VENTURES MAKES NO WARRANTIES WHATSOEVER. TWINKLE VENTURES EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
22. Compensation and Liability
Client shall compensate Twinkle Ventures from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.
THE SERVICES AND THE WORK PRODUCT OF TWINKLE VENTURES ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF TWINKLE VENTURES, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES, TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF TWINKLE VENTURES. IN NO EVENT SHALL TWINKLE VENTURES BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY TWINKLE VENTURES, EVEN IF TWINKLE VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on five (5) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that five (5) day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Twinkle Ventures for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Twinkle Ventures grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Alteration of any Deliverable is prohibited without a written permission from Twinkle Ventures. Twinkle Ventures will be given the first opportunity to make the required alterations. Twinkle Ventures cannot accept responsibility for any unauthorized alterations caused by Client or by a third party occurring to the deliverables. Such alterations include, but are not limited to additions, modifications or deletions. Unauthorized alterations shall constitute additional work and will be billed accordingly.
Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
27. Governing Law and Jurisdiction
This Agreement shall be governed by the law of India and the state of Tamil Nadu. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
Document updated on May 13, 2020.