Centangle Interactive

Terms and Conditions

This Terms and Conditions (“Terms”) document is hereby entered into between Centangloe Interactive Pvt. Ltd. (hereinafter referred to as “the agency”, “the company”, “Centangle”, “Centangle Interactive”, “us”, “we”, “our”) and the party set forth in the related order form (“the client”, “the customer”, “the buyer”, “you”) incorporated herein by this reference (together with any subsequent attached forms submitted by Client, the “Order Form”) and applies to the purchase of all mobile development, software development, web design, web development, video production, digital marketing and print design services (hereinafter collectively referred to as “Services”) ordered by the client.

Definitions: In these conditions, unless the context requires otherwise:

The scope of the company’s work:

The objects for which the Company is established are to carry on all, or any one or more, of the following businesses in all or any of their various aspects:

  1. To provide Software Solutions, Software development, Database Design and Windows Desktop Applications.
  2. To provide all type of web solutions, web design and Redesign and content management systems.
  3. To carry on the business of software design and development ,information technology, IT-enabled services, software solutions for and in the field of information processing and management and networking system designing and analysis web development services data transcriptions, data warehousing services, remote ,maintenance and testing services, web and graphic designing, animations, digital imaging, search engine optimizations, online marketing and advertisement, e-commerce, online trading platforms, ERP and MIS solutions and technological absorptions and research in the respective fields, to establish, maintain and run data processing centers, call centers, customer care and support centers, to establish, run, hold and conduct seminars, lectures, coaching classes and impart training in the field of computer, IT, Software and hardware, generally take part in IT governance projects and alignments and to engage business process outsourcing, knowledge management solutions, trading services, IT consulting and advisory services.
  4. To provide Mobile Solutions, Android Applications, iOS Applications, Mobile Game Development, SEO, SEM & PPC, Branding, Identity & Print, Copyrighting & PR.
  5. To establish and run software development centers, offices and to provide consultancy and data processing software development services, both application packages and operating systems and other services, and to impart training of electronic data processing, computer software and hardware to customers and others and to buy, sell, export, import of software, hardware and establishment of incidental infrastructural facilities, subject to permission of
    relevant authorities.
  6. To carry on the business of inventors and to conduct and to promote the conduct by other persons of research and development in connection with any of the activities of the company authorized in this memorandum and in any other area which might benefit the business of the company or of persons having or likely to have dealings with the company; to establish, maintain and operate research stations, laboratories, plants, workshops, field stations, testing
    sites, facilities and establishments and generally to engage in research and development for the company and for other persons and to turn account the results thereof.
  7. To provide or take up Information technology related assignments, offering services on-site/ offsite or through development centers, providing solutions/ packages/ services, to undertake IT enabled services like call center management, data processing, accounting, HR and payroll processing, data warehousing and database management.
  8. To detect and in investigating crimes relating to the business of the company and to conduct prosecutions for offenses pertaining to the business of the company.
  9. To acquire, produce, transmit, publish, print and reproduce in any form whatsoever (including, without prejudice to the generality of the foregoing, visual or audible form and forms capable of being used by in or in connection with, computers), and to buy, sell, supply and otherwise deal in directories, brochures, supply and otherwise deal in directories, brochures, supply and otherwise deal in directories, brochures, manuals, journals, periodicals, magazines, books, pictures, photographs, stationery and other documents.
  10. To represent persons at meetings of local, national and international organizations and bodies concerned with business activities connected or associated with any of the business of the company, to provide services of all kinds to such organizations and bodies and to negotiate and enter into national and international agreements and standards relating to matters of concern or interest of the company or persons represented by, or having dealings with the
    company.
  11. To carry on the business of manufacturing, dealing and maintenance of computer hardware, computer systems and assemble data processors, program designs and to buy, sell or otherwise deal in such hardware and software packages and all types of tabulating machine, accounting machines, calculators, computerized telecommunication systems and network, their components, spare parts, equipment’s and devices and to offer equipment, solutions and services for networking and network management, data center management and in providing consultancy and advisory services in all above mentioned areas.

General

  1. A Quotation shall not be binding on Centangle Interactive and a Contract will only come into being upon acceptance by Centangle Interactive of the Order by signing or countersigning the date of the order and returning it to a customer.
  2. The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by Centangle Interactive.
  3. The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by Centangle Interactive.
  4. Quotations submitted by Centangle Interactive shall remain open for acceptance by the Buyer for a period of 14 (fourteen) days from the date of the Quotation (unless in the Quotation some other period is specified) or when Centangle Interactive withdraws the Quotation.
  5. These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.
  6. The minimum length of ongoing website services purchased will be 12 months.

Prices

  1. The price for the Services shall, subject to clause 2 below be that stated in the relevant Quotation.
  2. Centangle Interactive shall (if applicable) add to the price of the Services, and the Buyer shall pay, an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supply of such Services.

Terms of Payment

  1. Subject to clause 2 below the Buyer shall, at the time of submission of an Order to Centangle Interactive pay to Centangle Interactive a non-refundable deposit for the Services specified on the Order of 25% of the value shown on the Order (“Deposit”), unless the quotation specifically quotes alternative deposit and or stage payments.
  2. The Buyer shall not be required to pay a Deposit in respect of Optimisation or Web Hosting services.
  3. Centangle Interactive shall invoice the Buyer for all Services (less any Deposit) immediately on completion of the web Site.
  4. Unless otherwise agreed in writing by Centangle Interactive and without prejudice to clauses 1 and 4, invoices shall be payable by the Buyer immediately upon completion of the relevant Web Site to which the invoice relates.
  5. The Buyer shall make all payments due to Centangle Interactive by cheque (supported by an appropriate cheque guarantee card) or by bankers draft or in cash or by telegraphic or electronic transfer direct to the company bank account or by arranged Direct Debit (and in each case in pounds sterling).
  6. If the Buyer fails to pay any amount due to Centangle Interactive under this Agreement on the relevant due date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by Centangle Interactive in seeking to recover such late payment from the Buyer (including, without limitation, legal fees).

Website Design

  1. The client unconditionally guarantees that any element of text, graphics or other artwork furnished to Centangle Interactive for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Centangle Interactive and it’s subcontractors from any claim or suit arising from the use of such elements furnished by the client.
  2. All creation and source files remain the intellectual property of Centangle Interactive on completion of a web design project.
  3. Centangle Interactive shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute any item from the clients web pages unless specifically agreed to do otherwise. Further, Centangle Interactive shall be free to use any ideas, concepts, know how or techniques acquired in the construction of web sites for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.

Website Optimisation (SEO)

  1. Whilst Centangle Interactive will try to improve the position of your website in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed.
  2. Centangle Interactive cannot be held responsible for any changes to the position of you Web Site in the Search Engine results in response to a search.

Website Services

  1. Centangle Interactive are registered Reseller Partners for domain name registration, website hosting and mailboxes through either Fasthosts or Netnames. The registration of a domain name, hosting of a website or registering of mailboxes on behalf of the client is subject to the terms and conditions of these businesses on their individual websites.
  2. Centangle Interactive will accept no liability for any financial loss resulting from a domain not being renewed.
  3. Centangle Interactive shall have no liability arising from any financial loss arising from any registered mailbox not being available.
  4. A minimum charge of one hundred pounds (£100) + VAT will be charged for any domain transfer plus any supplier costs incurred. A domain will only be transferred if this has be paid as well as any other outstanding balance owed to Centangle Interactive.

Ecommerce Website Services

  1. Centangle Interactive supply integration with online payment processing systems for E Commerce Services and the client is subject to the terms and conditions of these suppliers on their individual websites.
  2. Centangle Interactive will accept no liability for any financial loss resulting from the use of any E Commerce website

Deposit

  1. Centangle Interactive charge a minimum 25% deposit before any work is started. This is a non refundable charge.

Warranty and Limit of Responsibility

  1. Centangle Interactive acknowledges and agrees that it shall perform the services with reasonable skill & care and in accordance with good industry practice.
  2. The Buyer acknowledges and agrees that Centangle Interactive shall have no liability to the Buyer in respect of the positioning of the Buyer’s Web Site.
  3. The Buyer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Services or Web Site or any workmanship in relation to them (whether or not involving negligence on the part of Centangle Interactive) shall, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
  4. Centangle Interactive shall not in any circumstances be liable to the Buyer for any indirect or consequential losses or any loss of profits purported to have been suffered by the Buyer.
  5. Centangle Interactive shall not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.

Delivery & Completion Dates

  1. Centangle Interactive undertakes to use its reasonable endeavours to provide completed Services to the Buyer within the timescales agreed in any quotation.
  2. The dates for carrying out the Services and delivery of any resultant Web Site are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
  3. Centangle Interactive will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is as a result of the negligence of Centangle Interactive.
  4. No delay (unless material) shall entitle the Buyer to reject any delivery or performance or any other Order from the Buyer or to repudiate the Contract or the Order.

Responsibility for approving the website

  1. The Buyer acknowledges and agrees that Centangle Interactive shall produce the Web Site based on information provided to it by the Buyer.
  2. Notwithstanding clause 1 above it shall be the responsibility of the Buyer (and not Centangle Interactive ) to review and approve the content of the Web Site (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such website by Centangle Interactive to the Buyer for approval by the Buyer.
  3. Centangle Interactive shall have no liability to the Buyer for any inaccuracies in the Web Site if and to the extent that the Buyer has failed to review and/or approve (or require amendment (as the case may be)) provided to the Buyer by Centangle Interactive pursuant to this Agreement.

Copyrights and Trademarks

The following Terms and Conditions of Service apply to all artwork, graphic design, print and services provided by Centangle Interactive Priteve Limited.

  1. All design work is carried out by Centangle Interactive Private Limited on the understanding that the client has agreed to abide by Centangle Interactive Private Limited’s terms and conditions.
  2. Copyright of all graphic design work is retained by Centangle Interactive Private Limited including copy, concepts, ideas, proofs and illustrations (unless specifically released in writing) until after all invoices have been settled.
  3. If multiple design concepts are submitted, only one concept is deemed to be given by Centangle Interactive Private Limited as fulfilling the contract. All other artwork designs remain the property of Centangle Interactive Private Limited, unless agreed in writing.
  4. By supplying text, images and other data to Centangle Interactive  Private Limited for inclusion in the customer’s brochure or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner.
  5. Any artwork, images, or text supplied and/or designed by Centangle Interactive  Private Limited on behalf of the customer, will remain the property of Centangle Interactive Private Limited and/or it’s suppliers, excluding Logo design in which full copyright will be passed to the client upon receipt of full payment.
  6. The customer may request in writing from Centangle Interactive Private Limited, the necessary permission to use materials (for which Centangle Interactive  PrivateLimited holds the copyright) in forms other than for which it was originally supplied, and Centangle Interactive Private Limited may, at it’s discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. Centangle Interactive  Private Limited reserves the right to charge fees for additional usage.
  7. By supplying images, text, or any other data to Centangle Interactive Private Limited, the customer grants Centangle Interactive Private Limited permission to use this material freely in the pursuit of the design and to utilise the designs in Centangle Interactive Private Limited’s portfolio unless agreed otherwise.
  8. Should Centangle Interactive  Private Limited, or the customer supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Centangle Interactive Private Limited to remove and/or replace the file.
  9. The customer agrees to fully indemnify and hold Centangle Interactive  Private Limited free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permission.

Alterations

The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge.

The customer also agrees that Centangle Interactive Private Limited holds no responsibility for any amendments made by any third party, before or after a design is published.

Licensing

Any design, copywriting, drawing, idea or code created for the customer by Centangle Interactive  Private Limited, or any of it’s contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Centangle Interactive Private Limited and any of it’s relevant sub-contractors.

 

Termination

  1. Centangle Interactive may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
  2. Centangle Interactive may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with Centangle Interactive or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or Centangle Interactive bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
  3. Centangle Interactive may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.

Third Party Claims

  1. The Buyer shall indemnify Centangle Interactive and keep Centangle Interactive indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by Centangle Interactive with the Buyer’s instructions, whether express or implied.

Assignment & Sub-Contracting

  1. None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of Centangle Interactive.
  2. The Web Site shall be for the sole use of the Buyer and shall not be capable of assignment to a third party by the Buyer.
  3. Centangle Interactive shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.

Notices

  1. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.
  2. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.

Invalidity

  1. The invalidity, illegality or un-enforceability of any provision of these conditions should not affect the other conditions.

Third Party Rights

  1. A person who is not the party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Law & Jurisdiction

  1. The Contract shall be governed by and construed in all respects in accordance with the Pakistani law and the parties hereby submit to the exclusive jurisdiction of the Pakistani courts.
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