Terms and Conditions
PROPOSAL / QUOTATION VALIDITY
THIS PROPOSAL IS VALID ONLY FOR ONE MONTH FROM THE DATE OF THE COMMERCIAL PROPOSAL.
STORAGE
50GB STORAGE WILL BE PROVIDED BY DEFAULT. CUSTOMERS MAY SUBSCRIBE FOR ADDITIONAL 1TB STORAGE AT THE RATE OF USD 50/PER MONTH.
PRICES AND TERMS OF PAYMENT
- THE CUSTOMER SHALL PAY CHANNEL PARTNER THE AGREED FEES FOR PROVIDING MIHCM SMB, THE AMOUNT OF WHICH IS SET FORTH IN THE ORDER FORM, WITHIN 30 DAYS FROM THE DATE OF RECEIPT OF THE INVOICE.
- CHANNEL PARTNER SHALL BILL THE CUSTOMER IMMEDIATELY UPON RECEIPT OF THE ORDER FORM/PURCHASE ORDER FOR 3 MONTHS SUBSCRIPTION FEES AT ONCE AND THEREAFTER COMPANY WILL INVOICE THE CUSTOMER FOR ANNUAL SUBSCRIPTION. CHANNEL PARTNER SHALL BILL THE CUSTOMER THE TOTAL SUBSCRIPTION FEE AT THE BEGINNING OF THE AGREED PAYMENT TERM SUCH FEES PAID BY THE CUSTOMER ARE NON-REFUNDABLE AND NON-CANCELLABLE.
- CHANNEL PARTNER SHALL VERIFY THE ACTIVE EMPLOYEES OF THE CUSTOMER ON A QUARTERLY BASIS IN ORDER TO CONFIRM THE NUMBER OF ACTIVE EMPLOYEES ON THE MIHCM SMB AND WILL PREPARE THE BILL BASED ON SUCH NUMBER OF ACTIVE EMPLOYEES, IRRESPECTIVE OF THE NUMBER STIPULATED ON THE ORDER FORM.
- THE FEES AS SET OUT IN THE ORDER FORM WILL BE FIXED FOR THE TERM MENTIONED IN THE ORDER FORM. AT THE END OF THE TERM OF THE ORDER FORM, THE TERM WILL BE AUTOMATICALLY RENEWED FOR A FURTHER PERIOD OF ONE (01) YEAR. CHANNEL PARTNER WILL HAVE THE AUTHORITY TO CHANGE THE SUBSCRIPTION FEE UPTO A MAXIMUM INCREMENT OF 5% EACH YEAR. ANY CHANGE IN THE LIST PRICE WILL BE COMMUNICATED IN ADVANCE BY MI OF SUCH CHANGE TO THE SUBSCRIPTION FEE TO THE CUSTOMER AND AGREED.
- ANY REVISION IN THE PRICING WILL BE FIXED FOR THE ENTIRETY OF SUCH AUTOMATIC RENEWAL TERM, WHICH WILL BE REFLECTED ON THE INITIAL INVOICE FOR THE RENEWAL TERM. EITHER PARTY SHALL GIVE THE OTHER PARTY WRITTEN NOTICE OF NON-RENEWAL AT LEAST 90 DAYS PRIOR TO THE END OF THE RELEVANT TERM. EXCEPT AS OTHERWISE STATED ON THE ORDER FORM, ALL FEES ARE QUOTED AND SHALL BE PAYABLE IN UNITED STATES DOLLARS (USD) AND SHALL BE BASED ON DEMAND AND SERVICE.
- IN THE EVENT OF NON-PAYMENT OF ANY FEES DUE TO CHANNEL PARTNER FROM THE CUSTOMER AND SUCH OUTSTANDING FEES ARE OUTSTANDING FOR MORE THAN THIRTY (30) DAYS FROM THE DATE OF THE BILL, THEN MIHCM SMB PROVIDED BY CHANNEL PARTNER TO THE CUSTOMER SHALL BE SUSPENDED WITHOUT NOTICE TO THE CUSTOMER. FURTHER, IF MIHCM SMB IS SUSPENDED FOR MORE THAN NINETY (90) DAYS (3 MONTHS) DURING WHICH TIME THE CUSTOMER HAS NOT SETTLED THE OUTSTANDING FEES, THE CUSTOMER ACCOUNT WILL BE COMPLETELY SUSPENDED AND/OR TERMINATED AND/OR MADE DORMANT.
TERMINATION
- EITHER PARTY MAY TERMINATE THIS AGREEMENT BY GIVING THIRTY (30) DAYS WRITTEN NOTICE TO THE OTHER PARTY OF OTHER PARTY’S MATERIAL BREACH OF ANY PROVISIONS OF THIS AGREEMENT. UNLESS THE BREACHING PARTY HAS CURED SUCH BREACH WITHIN 30 DAYS OF RECEIVING NOTICE, THE OTHER PARTY MAY TERMINATE THIS AGREEMENT. IN THE EVENT OF SUCH TERMINATION, WHERE CHANNEL PARTNER HAS BREACHED THE AGREEMENT AND NOT CURED THE CUSTOMER SHALL BE ENTITLED TO A PRO-RATA REFUND OF THE PRE-PAID FEES FOR THE USE OF MIHCM SMB. IF THE CUSTOMER HAS BREACHED THE AGREEMENT AND NOT CURED CHANNEL PARTNER WILL NOT BE REFUNDING THE CUSTOMER FOR ANY PRE-PAID FEES.
- IN CASE OF BREACH BY THE CUSTOMER, CUSTOMER SHALL PAY CHANNEL PARTNER ANY UNPAID FEES COVERING THE REMAINDER OF THE TERM AS STIPULATED ON THE ORDER FORM. FURTHER THE CUSTOMER SHALL PAY ANY UNPAID FEES TO CHANNEL PARTNER FOR THE PERIOD PRIOR TO THE EFFECTIVE DATE OF TERMINATION AS TERMINATION FOR ANY REASON SHALL NOT RELIEVE CUSTOMER OF THE OBLIGATION TO PAY ANY FEES ACCRUED OR DUE AND PAYABLE TO CHANNEL PARTNER PRIOR TO THE EFFECTIVE DATE OF TERMINATION.
- IN THE EVENT OF TERMINATION OF THIS AGREEMENT BY CHANNEL PARTNER IN THE MANNER AFORESAID, CHANNEL PARTNER WILL SUSPEND THE SERVICE PROVIDED TO THE CUSTOMER ON MIHCM SMB IMMEDIATELY AND NO BILLING SHALL TAKE PLACE THEREAFTER. FURTHER, NINETY (90) DAYS (3 MONTHS) AFTER THE DATE OF SUSPENSION OF THE SERVICE, THE CUSTOMER SHALL BE TERMINATED.
- NOTWITHSTANDING CHANNEL PARTNER’S RIGHT TO TERMINATE THIS AGREEMENT, CHANNEL PARTNER MAY, IN ITS ABSOLUTE DISCRETION, DEACTIVATE THE CUSTOMER’S NAMED USER/USERS AND PASSWORD/S AND/OR TEMPORARILY SUSPEND ACCESS TO MIHCM SMB THEREOF OR PORTION THEREOF, IF AND TO THE EXTENT CHANNEL PARTNER CAN SUBSTANTIATE THAT THE CONTINUED USE OF MIHCM SMB MAY RESULT IN HARM TO MIHCM SMB OR OTHER CUSTOMERS OF CHANNEL PARTNER OR THE RIGHTS OF THIRD PARTIES, UPON PRIOR WRITTEN NOTICE TO THE CUSTOMER AS THE CIRCUMSTANCES PERMIT.
- UPON THE EFFECTIVE DATE OF TERMINATION, THE CUSTOMER’S ACCESS TO MIHCM SMB PRODUCT SHALL BE TERMINATED.
- AFTER THE TERMINATION OF THIS AGREEMENT IF THE CUSTOMER MAKE A WRITTEN REQUEST WITHIN THIRTY (30) DAYS OF SUCH TERMINATION, CHANNEL PARTNER SHALL MAKE THE CUSTOMER DATA AVAILABLE TO THE CUSTOMER OF THE MIHCM SMB SERVICE ON A LIMITED BASIS SOLELY FOR THE PURPOSE OF RETRIEVING CUSTOMER DATA FOR A PERIOD OF UP TO THIRTY (30) DAYS FROM THE DATE OF THE WRITTEN REQUEST. CHANNEL PARTNER WILL NOT HAVE ANY OBLIGATION TO MAINTAIN OR PROVIDE ANY CUSTOMER DATA AND MAY THEREAFTER (UNLESS LEGALLY PROHIBITED) DELETE ALL CUSTOMER DATA. THE CUSTOMER COULD EXTRACT ANY DATA USING THE STANDARD WEB SERVICES OF CHANNEL PARTNER. ANY ASSISTANCE REQUIRED BY THE CUSTOMER FROM CHANNEL PARTNER CAN BE OBTAINED BASED ON THE CURRENT BILLING RATES OF CHANNEL PARTNER TOGETHER WITH A DULY EXECUTED STATEMENT OF WORK AND PROFESSIONAL AGREEMENT.
CONFIDENTIALITY
- THE PARTIES HERETO SHALL KEEP STRICTLY CONFIDENTIAL NOT DISCLOSE TO ANY THIRD PARTY AND USE ONLY FOR THE PURPOSES OF THIS AGREEMENT AND ANY AGREEMENT FLOWING THERE FROM ALL INFORMATION TECHNICAL OR OTHERWISE RELATING TO THE AFFAIRS AND BUSINESS OF THE PARTIES ITS SUCCESSORS AND ASSIGNS WHETHER SUCH INFORMATION IS DISCLOSED BY ONE PARTY TO THE OTHER OR OTHERWISE OBTAINED AS A RESULT OF THEIR ASSOCIATION WITH EACH OTHER.
- CHANNEL PARTNER AND THE CUSTOMER SHALL AGREE THAT ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY WILL NOT BE RELEASED TO ANY PERSON OR ENTITY WHICH IS NOT A PARTY TO THIS AGREEMENT. CONFIDENTIAL INFORMATION SHALL MEAN AND INCLUDE ANY INFORMATION NOT LIMITED TO TECHNICAL, CUSTOMER, PERSONNEL, SUPPLIER OR BUSINESS INFORMATION IN WRITTEN GRAPHICAL, ORAL OR OTHER TANGIBLE OR INTANGIBLE FORM.
- NEITHER CHANNEL PARTNER NOR THE CUSTOMER SHALL DISCLOSE OR USE THE CONFIDENTIAL INFORMATION OTHER THAN WHAT IS EXPRESSLY AUTHORISED TO DO SO UNDER THE TERMS OF THIS AGREEMENT OR AS MAY BE REQUIRED BY LAW.
TAXES
PREVAILING GOVERNMENT TAXES WILL BE APPLICABLE AT THE TIME OF INVOICING.
RESPONSIBILITIES OF THE CUSTOMER
CUSTOMER MAY ENABLE ACCESS OF THE SERVICE FOR USE ONLY BY AUTHORIZED PARTIES SOLELY FOR THE INTERNAL BUSINESS PURPOSES OF CUSTOMER AND ITS AFFILIATES IN ACCORDANCE WITH THE DOCUMENTATION AND NOT FOR THE BENEFIT OF ANY THIRD PARTIES. CUSTOMER IS RESPONSIBLE FOR ALL AUTHORIZED PARTY USE OF THE SERVICE. CUSTOMER SHALL SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, AND LEGALITY OF ALL CUSTOMER DATA AND PREVENT UNAUTHORIZED ACCESS TO, OR USE OF, THE SERVICE, AND NOTIFY MICROIMAGE PROMPTLY OF ANY SUCH UNAUTHORIZED ACCESS OR USE. CUSTOMER SHALL DESIGNATE A MAXIMUM NUMBER OF NAMED CONTACTS AS LISTED IN THE APPLICABLE ORDER FORM TO REQUEST AND RECEIVE SUPPORT SERVICES FROM MICROIMAGE. NAMED SUPPORT CONTACTS MUST BE TRAINED ON THE MIHCM SMB FOR WHICH THEY INITIATE SUPPORT REQUESTS.
OWNERSHIP OF CUSTOMER DATA
AS BETWEEN MICROIMAGE AND CUSTOMER, CUSTOMER OWNS ITS CUSTOMER DATA.
OWNERSHIP AND RESERVATION OF RIGHTS TO MICROIMAGE INTELLECTUAL PROPERTY
MICROIMAGE OWN ALL RIGHT, TITLE AND INTEREST IN AND TO THE SERVICE, DOCUMENTATION, AND OTHER MICROIMAGE INTELLECTUAL PROPERTY RIGHTS.
UPDATES/ UPGRADES/ NEW MODULES
CUSTOMERS SHALL BE ENTITLED TO FREE MIHCM SMB APPLICATION VERSION UPDATES/UPGRADES (FEATURE ENHANCEMENTS, UI IMPROVEMENTS IMPLEMENTED TO MIHCM SMB) FOR THE SUBSCRIBED MODULES DURING THE SUBSCRIPTION PERIOD. SUBSCRIPTION TO ANY ADDITIONAL MODULES WILL BE BASED ON THE LIST PRICE.
SERVICE INTERRUPTION
IF ANY INTERRUPTION OCCURRED OR IN THE EVENT OF ANY MATERIAL CHANGE THAT WILL AFFECT THE SERVICES PROVIDED BY MICROIMAGE AND /OR ITS ABILITY TO PERFORM SERVICES AND TO MEET THEIR OBLIGATIONS HEREUNDER, MICROIMAGE SHALL TAKE IMMEDIATE STEPS TO NOTIFY SAME TO THE CUSTOMER.
