This is our terms of use (hereinafter referred to as the “Agreement” or “Terms”). We provide access to our Product subject to the terms of this Agreement. To be eligible to use our Product you must review and accept the terms of this Agreement.
By giving us an approval for commencement of work you agree to the terms of this Agreement. The Agreement will become effective from the date of your approval for commencement of work on the Product (hereinafter referred to as the “Effective Date”).
Please note that the words denoting the singular will include the plural and words denoting any gender will include all genders. Further, headings and subheadings to clauses of this Agreement are for information only and will be ignored in construing any provision of this Agreement.
In this Agreement, “we”, “us”, “our” or “Instant Web Solution” means (Instant Web Solution). We are a partnership firm registered under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”) with our registered office/corporate office at New Delhi. If you are accepting the Agreement or using our Product on behalf of an organization, you are agreeing to these terms for that organization and promising to Instant Web Solution that you have the authority to bind the organization to the terms of this Agreement (in such a case, the terms “you”, “your” or “Customer” will refer to that organization). The exception to this Agreement would be that your organisation has a separate contract with us covering the use of our Product, in which case that contract will govern your use of Instant Web Solution’s Product.
For the sake of convenience, in this Agreement, Instant Web Solution and the Customer may also be referred to individually as a ‘party’ and collectively as the ‘parties’.
If you have any questions regarding this Agreement, please connect with us on [email protected].
1. Contract
The Client’s approval for work to commence shall be deemed a contractual agreement between the Client and Instant Web Solution. The approval for the work can be, inter alia, through either an email confirming back the quote (with the quote document attached) or the quote document signed by the Client.
Note: Payment of the advance fee indicates that the client accepts these terms and conditions, and approves to commence the work.
2. Development & Maintenance
Instant Web Solution undertakes full liability to develop a Client’s website/mobile app or any other service and provide overall development of the project from start till completion.
Instant Web Solution can provide periodic maintenance and updation of Client’s website, mobile apps or any other service opted for wherein an additional agreement namely “Support & Maintenance Agreement” shall be entered into wherein the terms of the said Support & Maintenance Agreement shall override the provisions of this agreement, if any conflict in provisions.
Please note that unless otherwise agreed in writing, the following services will be separately billed after the Web & Mobile App has been made live:
(a) Features & Functionalities Add Ons which were not planned/approved by client earlier
(b) Refinements and logical tweaks to the Web & Mobile App, which were not planned/approved by client earlier
(c) Content presentation and front end design updates which were not planned/approved by client earlier
3. Free Support & Maintenance
Instant Web Solution provides 60 days Free Support & Maintenance as well as free technical support for the following kinds of issues:
(a) Server side scripting/programming errors/bugs
(b) Logical Bugs/Calculation related errors/bugs
(c) Connection errors/API Integration Errors
Above support is not available if the errors/bugs arise due to any external entity.
Examples:
(a) Server or software or application or extension downgrades or upgrades
(b) Edits done in the code/apps delivered by any external entity/person/professional
(c) Operating System or Browser Version Downgrades/Upgrades
(d) Any other factor which is not directly related to any deficiency at the end of Instant Web Solution
4. Content
Instant Web Solution may use stock photographs and images while creating the Website/Mobile Apps and/or providing other service. Images and graphics purchased from stock libraries are not generally included in the quote and will be invoiced separately. Instant Web Solution will keep the client updated about the stock images being used and the cost involved before raising the invoice.
Instant Web Solution cannot be held liable for any information contained, inter alia, within the Client’s website/mobile app. The content of such remains the copyright and intellectual property of the Client.
All material supplied by the client shall remain the client's property. Instant Web Solution rightfully believes that this material belongs to the client and that it does not breach any copyright laws. Under no circumstances shall Instant Web Solution be held responsible for any claims, damages, and loss of profit or reputation caused to client due to the use of material provided by the client.
Note: Instant Web Solution, inter alia, retains the right to display graphics and other web design elements as an example of its work in its portfolios.
5. Examples of work
Unless negotiated otherwise, Instant Web Solution retains the right to list/display the client name and logo with or without work performed (Design/Development/Online Promotion) for the Client in its respective portfolios and promotion materials. This overrides all previous agreements and NDAs signed.
6. Copyright
Instant Web Solution will retain the copyright of any material, including design, artwork and the source code, created for the clients by Instant Web Solution. Once final payment has been received by Instant Web Solution, copyright may be transferred to the Client if previously agreed. Instant Web Solution reserves the right to retain the copyright on all material created by Instant Web Solution, unless otherwise agreed between the two parties in writing.
7. Ownership of Code and Intellectual Property Rights
Unless otherwise agreed, Instant Web Solution is the owner of the source code and intellectual property rights and reserves the right to reuse the code for other projects.
8. Browser Compatibility
Instant Web Solution makes every effort to design pages that work flawlessly on most popular current browsers i.e. IE10 and IE11 and latest version of FireFox/Chrome released on the date of project agreement or otherwise agreed by the Client.
We however cannot be held responsible for pages that do not display acceptably in new versions of browsers released after pages have been designed. IE8 and older IE versions are outdated browsers and hence we don’t design with them in mind. We recommend using the latest version of Chrome or Firefox instead of older versions of Microsoft Internet Explorer.
App Store or Play Store Accounts names registered by Instant Web Solution on behalf of client
Instant Web Solution provides Application name consultancy if required. App Store & Play Store names registered by Instant Web Solution on the client’s behalf are property of Instant Web Solution until client has paid for the App Store & Play Store registered and any fee involved.
Instant Web Solution agrees to transfer such App Store & Play Store’s registration/rights to the client or his/her agent when asked to do so provided that all accounts have been settled.
Note: App Store & Play Stores registered and owned by client are not subject to this term. This term applies only to those App Store & Play Stores which are registered by Koodeglobe upon the request of client.
9. App Store & Play Store License
Unless otherwise agreed, client agrees to setup the apps delivered only on one App Store & Play Store, and localhost. However if client wish to run different Web & Mobile Apps on different App Store & Play Store, then client has to purchase separate account for each App Store & Play Store.
For every new App Store & Play Store, client has to buy a separate license.
10. Third Party Add-ons/services/applications
All third party costs arising from the registration of App Store & Play Store name/purchase of third party utilities/services shall be met by the Client and are payable to Instant Web Solution before a formal application for registration is made.
A few examples of 3 rd party fees are as under:
(a) App Store & Play Store Names
(b) Web Services Development
(c) Shopify or Wordpress themes/templates
(d) Extra Modules Integrations
(e) 3 rd SDKs
(f) 3 rd Party APIs, if any, required by ‘Client’ to be integrated with the work ordered
(g) 3 rd Party Plugins/ Apps/ Applications/ Software/ Widgets/ Services, if any, required by ‘Client’ to be integrated with the work ordered
(h) Payment Gateways Signup and Recurring Fees, etc.
11. Travel Time and Ancillary Expenses
Travelling time to and from the client premises and other ancillary expenses are not generally included in our estimate. If a visit/travel is required for meeting or any ancillary expenses necessary for the project, in such a case, the client will bear all the expenses or as agreed by both the parties.
12. Quotations
The price quoted to the Client is for the work agreed on the quotation only. Should the client decide that changes are required, as the site is developed, then we will provide a separate quote for the additional work and may need to review the timescale for completing the project. Cost estimates and prices quoted are valid for maximum one month unless otherwise agreed.
13. Upfront Payment
An advance payment of the total cost of the project is required before work can commence as per the following schedule:
1. If the project size is less than USD 4,000 then an advance payment amounting to 30% of the total project cost is payable
2. If the project size is greater than USD 4,000 then an advance payment amounting to 20% of the total project cost is payable
3. If a ready-to-use product/ Clone product is purchased then the entire project cost is payable
After work commences, the advance paid will not be refundable.
14. Mode of Payment
Payment is currently accepted by cheques, demand drafts, International Wire Transfers, TransferWise, NEFT, RTGS, IMPS, Credit Card/Debit Card, PayPal or any other payment gateway as agreed.
15. Share in Profits
After client makes the agreed payment for the project,Instant Web Solution will not claim share in client’s profits from business or from sale of business to some other company, unless otherwise agreed mutually.
16. Payment Terms
i) Payment plan is agreed between the ‘Client’ and Instant Web Solution based on the mutually agreed milestones.
ii) Payment shall be due within 14 days of the invoice date unless specifically mentioned in the Invoice.
iii) Full publication of the Web & App Pages or Screens may take place only after full payment has been received unless otherwise agreed.
iv) Any material previously published, may be removed, if payment is not received. When this occurs, a minimum charge of $100 USD will be charged to have the Web & Mobile App restored.
v) Accounts that have not been settled within 14 days of the date shown on the invoice will incur a late payment charge of $500 USD for delay of each week.
vi) In case of delay in payments beyond the due date, Instant Web Solution reserves the right to stop the work being commenced and ‘Client’ agrees to exempt Instant Web Solution from meeting the timelines agreed.
17. Cancellation
i) In case the project is cancelled by Client, the payments made for the project can be refunded to the client after deducting the upfront payment amount received for Initiation of the project and the other payments received against the milestones completed.
ii) In case the project is cancelled by Instant Web Solution, the payments made for the project can be refunded after deducting USD 20 per hour for the hours spent on the work performed for the client including but not limited to the time spent on project discussion, requirements gathering, project planning & documentation, project initiation and execution. After the payments are settled between the parties, Instant Web Solution shall transfer to the Client - all the documents, designs and apps produced for the project.
Note: The advance paid by the Client is non-refundable.
18. Delayed Response From Client
Unreasonable delays from client side in providing the required feedback/information/data to finish the app project shall exempt Instant Web Solution from meeting the timelines mentioned in the quote.
In case client does not provide required details/data/information within 15 working days, client agrees that the payments made towards the project will be forfeited and retained by Instant Web Solution as full and final settlement against the work completed till date. Instant Web Solution shall not be liable to deliver any files to client if client is not traceable or not responsive for 15 working days.
19. Change of Scope
Client agrees that if any change of scope in work as finalized prior to commencement of this agreement takes place, then, in such a case Instant Web Solution has the right to change the terms and conditions of the agreement entered into prior to the change of scope in work, as it deems fit.
Client agrees that stipulated timelines cannot be met if the app project scope is changed by the client once the project scope document is finalized. Client agrees not to change the requirements without extending the original agreed timelines by minimum 1 week against each change request.
20. Domain Names
Instant Web Solution provides domain name services if required. Domain names registered by Instant Web Solution on the Client’s behalf are property of Instant Web Solution until the Client has paid for the domain booked and professional fees involved and previously agreed upon.
21. Registration Charges
All third party costs arising from the registration of a domain name/purchase of third party utilities/services shall be met by the Client and are payable to Instant Web Solution before a formal application for registration is made. This is included in the standard invoice issued after approval for work to commence
22. Internet Service Provider
The customer understands that any Internet Service Provider (ISP) services or website storage services will require a separate contract with the ISP. Instant Web Solution will agree to set up a domain name with the host, if required, but will not be held responsible for any changes made by the server supplied.
23. Disputed Invoices
In the event you dispute any Invoice, in whole or in part, you will notify us within Three (3) Business Days from the date of receipt of such an Invoice of your intention to do so.
Upon receipt of such a notification, you will amicably discuss such disputed Invoice with us and make all reasonable endeavours to resolve such disputes.
24. Instant Web Solution’s Representations and Warranties
Instant Web Solution represents and warrants that:
a) Valid Existence: we are validly existing and in good standing under the applicable laws.
b) Capacity to Execute the Agreement: the signatory of this Agreement has the full right, power, authority and capacity to enter into this Agreement on our behalf.
25. Client’s Representations and Warranties
The Client represents and warrants that:
a) You will ensure that you and your Authorised User(s) use the Product in accordance with applicable laws and this Agreement. It is clarified that you and your Authorised User(s) will not use our Product in contravention of the applicable laws. Before using our Product, you are required to familiarize yourself with all laws applicable to our Product and only use our Product if and in the manner the law permits. Instant Web Solution provides no representation or warranty is this regard.
b) You and your Authorised User(s) will protect the privacy of the information collected/received by you through the use of our Product.
c) You and your Authorised User(s) agree not to use our Product to host, display, upload, modify, publish, transmit, update or share any information that:
(i.) belongs to another person and to which you do not have any right of use;
(ii.) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or is otherwise unlawful in any manner whatsoever;
(iii.) harms minors in any way;
(iv.) infringes any patent, trademark, copyright or other proprietary rights (whether ours or of any other person);
(v.) communicates any information which is grossly offensive or menacing in nature;
(vi.) impersonates another person/entity;
(vii.) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to any other nation;
(viii.) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; and/or
(ix.) violates any law for the time being in force.
d) You are validly existing and in good standing under the applicable laws.
e) You have the full right, power, authority and capacity to enter into this Agreement.
f) You will not use the Product to inter-alia collect or process personal data of a data subject (who is in the European Union) in the course of an activity which falls within the scope of European Union law.
g) You collect information in accordance with applicable data protection laws.
26. Point of Contact
You will provide us with the name, designation, e-mail address and phone co- ordinates of you or your representative who will be responsible to co-ordinate with us for the purposes of this Agreement at the ‘Contact Us’ page or at [email protected].
27. Publicity
You agree to grant us the right to use your brand name and logos on our Website and other marketing material solely for marketing purposes unless the parties have signed a Non-Disclosure Agreement with regard to the same.
28. Regulatory Violation
You agree to indemnify us against any liability that we may accrue due to a violation of the Regulations and other applicable law by you, while using our Product without first obtaining their necessary consent in the appropriate manner under applicable law.
29. Confidentiality Obligations
Parties agree that:
“Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) concerning or related to this Agreement, Product or the Disclosing Party (whether before, on or after the Effective Date), be it expressly designated as confidential or not and that which may reasonably be inferred/ considered to be confidential from its nature or circumstances surrounding its disclosure. It is clarified that Confidential Information will include without limitation: (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information relating to the Product; activities related to marketing, finance, operations; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a party a competitive advantage over its competitors; and (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.
The Receiving Party will maintain in confidence the Confidential Information of the Disclosing Party. The Receiving Party will use the same degree of care in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. Further, it is clarified that the Receiving Party may disclose the Confidential Information to its employees, advisors, professional consultants and lawyers (hereinafter referred to as “Representative/(s)”) on a strict need to know basis, provided such Representative/(s) have entered into a non-disclosure or other confidentiality agreement with the Receiving Party containing terms substantially similar to the terms of confidentiality contained in this Agreement.
Confidential Information will not include information that: (a) is in or enters the public domain without breach of the provisions of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can demonstrate (from the files/documents in existence at the time of disclosure) was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information; (d) the Receiving Party receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; or (e) is required to be disclosed to any relevant person/entity, including payment gateway providers, pursuant to a legal proceeding or investigation; or (f) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party will provide to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure; or if prior notice is not permitted or practical under the circumstances, a prompt notice of such disclosure.
30. Limitation of Liability
We will not be liable to you or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind, including but not limited to loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, arising out of or in connection with this Agreement, whether in contract, tort, strict liability or otherwise, even if we have been advised as such or are otherwise aware of the possibility of such damages. To the maximum extent permitted by law, our total liability arising out of or in connection with this Agreement will be limited to the actual direct loss incurred by you, up to a limit of of 20% of the total project cost or Rupees Fifty Thousand (INR 50,000/-), whichever is less.
Please note that multiple claims will not expand this limitation. This clause will be given full effect even if any remedy specified in this Agreement in general is deemed to have failed of its essential purpose.
It is clarified that we will not be liable to your Authorized User(s) for any loss or liability that may accrue to it directly or indirectly from the use of our Product.
Except as expressly and specifically provided in this Agreement, you assume sole responsibility for the results obtained and conclusions drawn from the use of the Product by you or your Authorised User(s).
31. Indemnity Obligations
Subject to clause 30 (Limitation of Liability) of this Agreement, Instant Web Solution and the Client agree that:
You (hereinafter referred to as the “Indemnifying Party”), at your sole expense, will defend, indemnify and hold Instant Web Solution, our partners and employees (collectively referred to as the “Indemnified Party”) harmless from and against any damages, losses, settlements, liabilities, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action or proceeding (hereinafter referred to as the “Claim”) against Instant Web Solution arising from or related to a breach or alleged breach of any provision of this Agreement by your or your Authorised User(s).
The Indemnifying Party’s indemnification obligations under this clause are conditioned upon the Indemnified Party: (a) giving notice of the Claim to the Indemnifying Party once the Indemnified Party becomes aware of the Claim; (b) granting control of the defence (including, but not limited to, selection and management of counsel) and settlement of the Claim to the Indemnifying Party (except that the Indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of or result in any ongoing liability to the Indemnified Party). However, it is clarified that Indemnified Party reserves the right to select and appoint its separate counsel in connection with the Claim, at the Indemnifying Party’s expense. It is further clarified that if, in the Indemnified Party’s view, the Indemnifying Party has not responded to and/or defended the Claim to the satisfaction of the Indemnified Party, the Indemnified Party reserves the right to assume control of the defence at the cost of the Indemnifying Party; and (c) providing reasonable cooperation to the Indemnifying Party and, at the Indemnifying Party’s request and expense, assistance in the defense or settlement of the Claim.
32. Warranty
Without limiting Instant Web Solution’s express warranties and obligations under this Agreement, Instant Web Solution hereby disclaims any and all other warranties, express or implied, including but not limited to the warranties of merchantability, title, non- infringement, and fitness for a particular purpose and warranties related to third- party equipment, material, services or software. Our Product is provided on “as is” basis to the fullest extent permitted by law. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.
33. Term and Termination
Term:
This Agreement will commence from the Effective Date and will remain in force unless terminated in accordance with the provision of Termination clause below. Termination:
a) Subject to clause (d) of this Agreement, (i) in case you use our Product on a post-paid basis, you may terminate this Agreement by giving us an advance written notice of 30 (Thirty) days;
b) You also agree that we may temporarily stop providing the Product to you or terminate the Agreement with immediate effect if: (i) you consistently fail to pay an amount that is due as per this Agreement; (ii) there is a breach or alleged breach of the representations and warranties given by you in this Agreement; (iii) there is a breach or alleged breach of any of the provisions of this Agreement, if such breach is not capable of being remedied. Provided however that, in the event of a curable breach, you will cure the breach within seven (7) days from the date of issuance of a written intimation of the same, at the end of which if the breach continues, this Agreement will automatically come to an end; (iv) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; (v) our relevant license(s) get suspended or revoked; and (vi) you withdraw your consent to our Privacy Policy; (vii) either you or we file a petition for bankruptcy; (viii) our Product comes under a government or regulatory scrutiny or investigation, or if there is a reasonable anticipation of the same; (ix) there is a dispute between the parties and the parties fail to reach a consensus and the dispute persists beyond Twenty (21) days from the date it was notified; (x) our connectivity service provider(s) suspend or terminate their connectivity services to us; and/or (xi) you object to an amendment of this Agreement by us in accordance with the Amendment and Waivers Clause; (xii) any law, regulation or a governmental or judicial order/ direction requires us to do so.
c) You agree that we may terminate this Agreement, without cause, by providing you an advance notice of 14 (Fourteen) days.
d) On termination of this Agreement for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, will not be affected or prejudiced (including but not limited to our right to be paid for the use of our Product).
34. Survival
Notwithstanding anything else contained in this Agreement, you agree that the said clauses - Instant Web Solution’s Representations and Warranties, Customer’s Representations and Warranties, Intellectual Property Rights, Confidentiality Obligations, Limitation of Liability, Indemnity Obligations, Warranty, Governing Law and Dispute Resolution and such other clauses which by their nature and context are intended to remain binding post the termination of the Agreement, will survive and remain in effect even after the Agreement is terminated.
35. Entire Agreement
This Agreement and its schedules constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
36. Governing Law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of India.
37. Dispute Resolution
Each party irrevocably agrees that the courts of Delhi, India will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
38. Invalid Provision
If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, if required, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
39. Nature of Relationship
Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as the agent, franchisor, franchisee, employee, representative, owner or partner of the other party, or authorize any party to make or enter into any commitments for or on behalf of any other party, and the relationship between the parties will only be that of independent contractors.
40. Notices
i) All notices, requests, demands and other communications which are required or may be given under this Agreement will be in writing and will be deemed to have been duly given: when received, if personally delivered and an acknowledgment in writing is obtained; when transmitted, if transmitted by e-mail; upon receipt of acknowledgement, if sent by registered post with acknowledgement due. In each case notice will be sent to the respective addresses of the parties set forth below. Any change in the address of a party should be notified to the other party or to such other place, email address or fax number as either party may designate as to itself by written notice to the other.
ii) Any notice or other communication given to a party under or in connection with this Agreement will be addressed to:
If to Instant Web Solution, as mentioned in our Contact Us page.
If to the Client, as specified in the Company Info page.
41. Amendment and Waivers
We may amend this Agreement (including any policies, such as the Privacy Policy that is incorporated into this Agreement) at any time. Before making any amendment to the Agreement, we will send a notice of amendment via e-mail to the Clients of all our on-going projects at least 7 (Seven) days before the amendment becomes effective. In the notice for amendment, we will inform you about your right to object to the amendment. Your failure to object to the amendment within 7 (Seven) days of receipt of the said notice of amendment, will constitute your acceptance of the amendment to this Agreement by us.
No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
42. Force Majeure
Except for the obligation related to payment of Charges, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, or equipment, disruption of communication network/(s) or cloud storage facilities (hereinafter referred to as the “Force Majeure Event”). Provided however, that if a Force Majeure Event occurs, the affected party will, as soon as practicable:
(i.) notify the other party of the happening of the Force Majeure Event and its impact on the performance of the obligations of the affected party under this Agreement within 7 (seven) days of knowledge of such an event; and
(ii.) use all reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.