Customization Policy

The Defining Terms

The term "Kbizsoft" refers to Kbizsoft Solutions Private Limited.
Customisation refers to adding functionality/features to a product that are not included in the base installation and are aimed at meeting the customer's needs.
Under this policy and the Order Form, Kbizsoft will develop and provide you with a custom add-on module.
The "Order Form" is the form (electronic or hard copy) that Kbizsoft accepts, through which you order Kbizsoft to develop and provide the custom Module and set out its details, specifications, and parameters.
According to the terms and conditions of a Kbizsoft Solutions License Agreement, "Software" refers to the software licensed to you by Kbizsoft.

The Development Of Modules

The Kbizsoft Software Licence Agreement governs all customisation services and Module use. They are also subject to the terms and conditions outlined in the Order Form. Unless expressly agreed upon in writing and signed by authorized representatives of you and Kbizsoft, no other customisation services will be provided.

Services For Customization

The Customization Services will be provided following the terms of the Order Form, including full payment of all fees and adhering to all time limits and scheduling restrictions.

Customization Services and Modules are subject to your acceptance following the acceptance criteria outlined in the Order Form if expressly stated. Unless otherwise stated on the Order Form, approval shall be deemed to occur upon the earliest of:

Criteria for approval have been met,
Kbizsoft's completion of Customization Services and written notification to you,
Use of the Module outside of a test environment.

Despite the preceding, if acceptance testing, delivery or completion is delayed by thirty (30) days or more for reasons unrelated to Kbizsoft's performance, you must pay the value of any milestone dependent on acceptance. Accepting the Module does not negate your warranty rights as set forth herein. You are responsible for preparing your facilities and equipment for the Module installation.

Concerning the performance of Customization Services, Kbizsoft will make reasonable efforts to accommodate your time and deadline requirements. However, meeting such needs will depend on the availability of human and equipment resources at the time of your request and on your availability to provide input and carry out necessary actions. Any delay or damage caused by Kbizsoft's failure to meet your requirements or any deadline is not the responsibility of Kbizsoft.

Any changes to the Customization Services or Module requirements after execution of the Order Form will require a cost and delivery re-assessment and a written change order or re-quote mutually agreed upon by you and Kbizsoft. Kbizsoft reserves the right to change its Software without making equivalent changes to its Modules.

In connection with the Customization Services, Kbizsoft reviews drawings and documents prepared by others, such as your personnel, consultants, contractors, and suppliers. Kbizsoft's review of such pictures and documents will only confirm general compliance with the design and information provided. Additionally, Kbizsoft does not accept any responsibility for the accuracy of specifications or details in the drawings and documentation. During the course of Kbizsoft's work hereunder, Kbizsoft will be relying on all information you provide and all decisions and approvals you make. As a result of information you provide that is incomplete, accurate or current in all material respects, Kbizsoft and its personnel shall not be held responsible for any liability or costs incurred relating to the Customization Services.

Under the terms and conditions of the Licence Agreement, the Module, and any parts thereof, shall always be treated as Software licensed to you.

The Term And Termination Of The Agreement

As the Order Form specifies, any Development Services will have a defined term. The Customization Services may be terminated by Kbizsoft immediately upon notice for cause if the following conditions are met:

Any agreement between you and Kbizsoft, including Kbizsoft's Licence Agreement and/or User / Software License Agreement relating to Kbizsoft's products, is materially breached (or you consistently fail to fulfil and observe your obligations under such agreements or any applicable Kbizsoft Software policy), and you fail to correct the problem within ten (10) calendar days after Kbizsoft's notice;
A receiver or receiver-manager is appointed for any part of your property, you become insolvent, you make an assignment, proposal or arrangement for your creditors, you file an assignment in bankruptcy, or any bankruptcy or insolvency proceedings are filed against you.

If any agreement relating to the Software is terminated for any reason, Kbizsoft shall have the right to terminate Customization Services immediately upon notice to you without penalty or refund.

The parties may terminate the Development Services for convenience upon ninety (90) days' notice. Whether you have used the Module or part thereof as of the date of termination, the termination of the Customization Services or any agreement will not affect your payment obligation for any Customization Services performed by Kbizsoft prior to the date of termination.

Unless otherwise agreed in writing by the parties, Kbizsoft will not be obligated to deliver any work-in-progress or portion of the Module if the Customization Services are terminated before the Module is delivered to you.

The Fees

You will pay fees for Customization Services and Module licenses according to the schedule specified in the Order Form. You will receive invoices from Kbizsoft for all fees and payments due, including applicable expenses, monthly in arrears. You must pay the total amount within five (5) days of receiving an invoice from Kbizsoft. An invoice should detail the nature of the Customization Services, the fees payable, and the basis for calculating the fees.
All taxes related to Customization Services and Modules are your responsibility. All amounts payable by you under an Order Form are exclusive of any taxes, duties, levies, or similar government charges imposed by any jurisdiction, whether they are based on gross revenue, the delivery, possession, or use of the Module, other Software, or Customization Services, or otherwise.
Suppose you fail to pay any amount due within thirty (30) days of such payment becoming due and payable. In that case, Kbizsoft shall be entitled to charge interest on all outstanding amounts at the lesser of 18% per annum or the maximum rate permitted by law, and such interest will begin when the payment is due. Additionally, you will be liable for all reasonable fees and costs incurred by Kbizsoft, including legal fees, when collecting overdue amounts or enforcing any agreement between you and Kbizsoft.
Pricing is determined by Kbizsoft's understanding of the project requirements, this policy, and the Order Form. Kbizsoft reserves the right to invoice you for additional Customization Services requested by you or that are needed based on incomplete details or specifications provided by you that are not specified in the Order Form but are provided by Kbizsoft to you, provided Kbizsoft informs you that such additional Customization Services are not included in the Order Form, and are subject to Kbizsoft’s then-current time and materials fee schedule for such Customization Services. These other Customization Services shall require payment according to this Section.

Protection of Intellectual Property

In and to the Module, Kbizsoft shall own all intellectual property rights (whether patentable or registrable under copyright, trademark or similar legislation, or subject to analogous protection) as well as any and all works created, invented, produced, designed or reduced to practice by Kbizsoft or its personnel as a result of or in connection with any and all Customization Services provided to you. Regardless of whether you contributed to any Module in any way, the terms of the applicable Kbizsoft Software License Agreement govern your rights and obligations. Any pre-existing intellectual property rights you may have in the materials you provide to Kbizsoft to permit Kbizsoft to perform the Customization Services shall not be transferred to Kbizsoft. As far as you have provided such materials to Kbizsoft, you hereby grant Kbizsoft a royalty-free, non-exclusive license to use all such materials in order to perform the Customization Services and provide you with the Module.

Liability Limitation and Limited Warranty

The Kbizsoft Limited Warranty assures that all Customization Services are provided in a competent, professional manner by persons who are fully trained and qualified. There is no warranty or representation by Kbizsoft that the Customization Services or Module provided hereunder will deliver a particular result for your business, that the Module will operate error-free or uninterruptedly, or that all errors in the Module will be found or corrected, despite Kbizsoft's efforts to do so in a commercially reasonable manner. In addition to the foregoing, this warranty is valid only for six (6) months following the acceptance date. There are a number of defects or non-conformities that are not covered by the above warranty, including:

A module that has been improperly maintained or installed,
Using the Module with non-Kbizsoft-supplied or non-authorized software, interfaces, or other materials is prohibited.
The Module may not be used or modified in an unauthorized or improper manner, including without following Kbizsoft's instructions.
An external source of damage, such as abuse, negligence, accident, etc.
Inadequate preparation of your facilities or equipment for installation and use.

The Limitation Of Liability Is As Follows:

With respect to the module or the Customization services, Kbizsoft makes no express or implied warranty or condition, statutory or otherwise, except as otherwise provided in a written agreement between Kbizsoft and you and to the maximum extent permitted by applicable law. This includes, without limitation, the implied warranties or conditions of merchantability and fitness.
You and any other person shall not be liable to Kbizsoft for any indirect, special, punitive, exemplary, consequential, or incidental damages resulting from the use of Kbizsoft (including, without limitation, loss of revenue, profits, business interruption, and loss of business information). Regardless of whether Kbizsoft was informed of the possibility of such damages or claims or if they were foreseeable, the inability to use or perform the module or Customization services cannot be guaranteed.
The maximum aggregate liability of Kbizsoft for direct damages shall not exceed the amount paid by you for Customization services provided by Kbizsoft within six (6) months prior to the date the claim arose.

A General Statement of Terms and Conditions

Since Kbizsoft is primarily a plugin and app development company, it is primarily focused on constant plugin development to satisfy various current requirements and keep up with the latest trends. In the future, Kbizsoft has every right to make the same customized plugin available to all its customers as a new plugin. A few or all features of the customisation may be included in the same. Since the customization done for the client is Kbizsoft's intellectual property, Kbizsoft reserves the right to do the same.

There would be no additional changes or alterations made to the customisation undertaken by Kbizsoft, as it would be identical to what was discussed. Additional changes or alterations would be considered a separate project and charged separately.

The customization support would be provided by Kbizsoft for only one month after the project is delivered. We will charge you separately for any further support we extend to you, including bug/error fixes and further help. If it has not been specifically quoted within the project cost, the customization costs do not include the installation or exchange of extensions.

During the customization process, you should not edit or change any of the files, and you should also create a backup every time a change is made. It is advisable to back up files, folders, and databases if you are making certain changes on your own. You must inform Kbizsoft if Kbizsoft is working on the project or if your support period is still active before you do anything on your own.

Customization charges include a single template. If you change the template during or after customizing, you will be solely responsible for any loss or damage resulting from that change. We will not be liable for any loss or damage caused by the same.

All communication will take place through Kbizsoft's help desk system. Once a week or once a month, the issues can be discussed via Hangout if necessary. Kbizsoft does not support screen sharing and remote desktops.

The customisation cost does not include any free consulting beyond the scope of the project. In the event that something is damaged while you are making changes by yourself or by your team, Kbizsoft will not be held liable. The support period of the module or project extends to any issues caused by your own fault.

During the customization process, Kbizsoft will not be responsible for any damages. Make sure you have a good backup management system in place.

For any disputes arising from this Policy, the courts in Delhi alone will have exclusive jurisdiction to resolve/ adjudicate them.
It is the sole responsibility of a sole Arbitrator, who shall be an independent and neutral third party appointed exclusively by Kbizsoft, to resolve any disputes between Kbizsoft and you/Licensee concerning the validity, interpretation, implementation, or alleged breach of any provision of this Agreement. There will be no objection to the appointment of the Arbitrator by Kbizsoft. Delhi, India, shall be the place of arbitration. Arbitration proceedings will be governed by The Arbitration & Conciliation (Amendment) Act, 2015, as amended. Arbitration proceedings will be conducted in English.