"TeqStars" means TeqStars Technologies.
"Customization" means those services by which functionality/features are added to a product that is not included in the base installation of a product, which is aimed to suit the specific needs of the customer.
"Module" means the custom add-on module to be developed and provided by TeqStars to you in accordance with this policy and the Order Form.
"Order Form" means the order form (electronic or hard copy), accepted by TeqStars, through which you ordered the Module to be developed and provided by TeqStars and which sets out the details, specifications and parameters of the customized Module to be provided.
"Software" means the software licensed by TeqStars to you pursuant to the terms and conditions of a TeqStars Software License Agreement.
All customization Services and use of the Module are subject to the terms and conditions of TeqStars's Software Licence Agreement, found on TeqStars's website, and are also subject to the terms and conditions set forth in the Order Form, as well as the customization parameters. No other customization services will be provided unless expressly agreed upon by you and TeqStars in writing, signed by authorized representatives of you and TeqStars.
Customization Services will be provided in accordance with the terms of the Order Form and subject to the conditions set forth on the Order Form including full payment of all fees and adherence to all-time limits and scheduling restrictions.
If expressly stated on the Order Form, the Customization Services and Module shall be subject to acceptance by you in accordance with the acceptance criteria set forth in the Order Form. Where there are no acceptance criteria set forth on the Order Form, acceptance shall be deemed to occur upon the earliest of:
Completion of the acceptance criteria,
TeqStars's completion of the Customization Services and written notification to you of such completion,
your use of the Module in other than a test environment.
Notwithstanding the foregoing, if acceptance testing, delivery or completion is delayed by thirty (30) days or more for reasons not related to TeqStars's performance, you must pay the value of any milestone that is contingent on acceptance. Such acceptance does not negate any warranty rights that you may have respecting the Module, as set forth herein. You are solely responsible for preparing your facilities and equipment for the installation of the Module, where applicable.
TeqStars will make reasonable efforts to accommodate your time and deadline requirements with respect to the performance of Customization Services; however, meeting such requirements is subject to availability of resources, both human and equipment at the time of your request and is dependent on your availability to provide input and to perform necessary actions. TeqStars shall not be liable in any way for any delay or damage arising from TeqStars's failure to meet such of your requirements or deadlines.
Any changes to the Customization Services or Module requirements after the execution of the Order Form will be subject to a cost and delivery re-assessment, and a written change order or re-quote that has been mutually agreed upon by you and TeqStars in writing. TeqStars reserves the right to make changes in the design of its Software without the obligation to make equivalent changes to the Module.
The Module, and all parts thereof, shall at all times be treated as Software licensed to you under the Terms & Conditions of the Licence Agreement.
Term and Termination
TeqStars shall have the right to terminate Customization Services immediately upon notice to you, without penalty or refund, if any agreement relating to the Software is terminated for any reason.
Each party shall have the right to terminate the Development Services for convenience upon ninety (90) days’ notice to the other party.
Termination of the Customization Services or any agreement shall not affect your payment obligation for any Customization Services performed by TeqStars prior to the date of termination, regardless of whether you have had, as at the date of termination, any use of the Module or part thereof. In the event that the Customization Services are terminated prior to the delivery of the Module to you, TeqStars shall not be obligated to deliver any work-in-progress or any portion of the Module to you, unless otherwise expressly agreed by the parties in writing.
You shall pay fees for the Customization Services and Module license in accordance with the fee schedule set forth in the Order Form. TeqStars shall submit invoices to you for all fees and payments due, including applicable expenses, on a monthly basis in arrears. You shall pay to TeqStars the full amount of each invoice received from TeqStars within the payment term mention in the invoice. All invoices shall detail the nature of the Customization Services performed, the fees payable, and the basis on which the calculation of the fees has been made.
You are responsible for and shall pay all taxes relating to the Customization Services and the Module. Unless otherwise indicated, all amounts payable by you under an Order Form are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Module, other Software or Customization Services, or otherwise.
If you fail to pay any amount due within thirty (30) days of such payment becoming due and payable, in addition to any other rights and remedies available to TeqStars, TeqStars shall be entitled to charge interest on all outstanding amounts at the lesser of 18% per annum or the maximum rate permitted by law, such interest commencing as of the due date for such payment. You shall also be responsible for paying for all reasonable fees and costs incurred by TeqStars, including legal fees, in collecting any overdue amounts or enforcing any provision of any agreement entered into between you and TeqStars.
Pricing is subject to TeqStars's understanding of the project requirements, the terms of this policy and the Order Form. TeqStars reserves the right to invoice you for additional Customization Services requested by you, or that are required based on incomplete details or specifications provided by you, that are not specified in the Order Form but are provided by TeqStars to you, provided that TeqStars provides you with notice that such additional Customization Services are not included in the Order Form and are subject to TeqStars's then-current time and materials fee schedule for such Customization Services. Invoices for such additional Customization Services shall be subject to payment in accordance with this Section.
Limited Warranty and Limitation of Liability
TeqStars warrants that all services provided by TeqStars shall be provided in a competent, professional manner by persons who are fully trained and qualified to perform the Customization Services. TeqStars does not represent or warrant that the Customization Services or Module provided hereunder will be capable of achieving a particular result for your business, or that the operation of the Module will be error-free or uninterrupted, or that all errors in the Module can be found or corrected, although TeqStars shall use commercially reasonable efforts to do so. Without limiting the foregoing, this warranty is valid only for the six (3) months following the acceptance date. The above warranty shall not apply to defects or non-conformities resulting from:
improper or inadequate maintenance or installation of the Module
use of the Module in combination with software, interfaces, or other materials that are not supplied or specifically authorized by TeqStars,
unauthorized or improper use or modification of the Module, including use that is not contemplated in the Order Form or instructions provided by TeqStars,
abuse, negligence, accident, or other damage from external sources, or improper preparation of your facilities or equipment for installation and use or the Module.
Limitation of Liability:
In no event shall TeqStars be liable to you or any other person for any indirect, special, punitive, exemplary, consequential or incidental damages (including without limitation, damages for loss of revenues or profits, business interruption, loss of business information, and the like) arising out of the use, inability to use or the performance or non-performance of, the module or the provision of the Customization services, even if TeqStars has been advised of the possibility of such damage or claim, or it is foreseeable.
General Terms and Conditions
As TeqStars is primarily a plugin and app development company and its main focus is on constant plugin development fulfilling various latest requirements and keeping up with the latest trends, TeqStars has all the right to release the same customized plugin as a new plugin in future to be available to all its customers. The same may include a few or every feature of the customization. TeqStars reserve all the rights to do the same as the customization done for the client is the Intellectual property of TeqStars.
The customization undertaken by TeqStars would be identical to the discussed requirements, and would not include any sort of additional changes or alterations. Any additional changes or alterations would be considered as a separate project and would be charged separately.
TeqStars would be providing customization support for only one month from the delivery of the project. For any further support extended to you, the same shall be charged separately which includes specifically any further help or bug /error fix.
The cost of customization doesn’t include the cost of extension installation or exchange of the extension if it has not been specifically quoted within the project cost.
During the project customization, you ought not to edit or change any of the files and it is also advisable to have a backup every-time a change is made. If you, on your own, are making certain changes, it is advisable to back up the files, folder, and database. Before doing anything on your own, you need to inform TeqStars if TeqStars is working on the project or your support period is subsisting.v
Customization cost will not include any free consulting beyond the scope of the project
If while making any changes by yourself or by your team, something gets damaged, then TeqStars will not be responsible for it. This includes any issues faced by you for your own fault even during the support period of the module or project.
TeqStars will not be responsible for any damages during the customization. It is advised that you must have a proper backup management system deployed.