Palindrome Service Terms and Conditions

IPR

• The parties acknowledge and agree that all work-product derived from the Services performed by Service Provider. (Hereinafter referred as the "Work Product") and other product documentation prepared by Service Provider., if any, shall be considered to be a "work made for hire". The parties also acknowledge and agree that the Work Product will be used by the Service Customer for its internal use only and Service Customer will not sell, distribute, create or try to create copies of the Work Product.

Confidentiality

• The parties may wish, from time to time, in connection with work contemplated under this Agreement, whether before or after the date hereof, to disclose to each other proprietary information, data, know-how, drawings, test and research results, market studies, price or cost information, supplier or customer lists, regulatory files to the extent they are not public information by law and other similar materials ("Confidential Information").
  
  This Confidential Information will be treated as trade secrets and held in confidence. Service Provider. and Service Customer. will use Confidential Information only in a manner consistent with this Agreement and may not disclose any Confidential Information to any third party during the term of this Agreement or for a period of one (1) year from the date of disclosure, whichever is longer. Nondisclosure obligation stated in this section shall not apply to information that:
  
  Was disclosed pursuant to written permission by Service Provider. and Service Customer.
  
  is already in the recipient party's possession at the time of disclosure thereof;
  
  is a part of the public domain through no fault of the recipient party;
  
  is received from a third party having no obligations of confidentiality to the disclosing party;
  
  is independently developed by the recipient party; or
  
  

Limitation of Liability

• LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,
  
  IN NO EVENT WILL Palindrome Software Labs Ltd OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT OR LOSS OF DATA, OR FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE AND/OR THE INFORMATION EVEN IF Palindrome Software Labs Ltd HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL Palindrome Software Labs LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR THE SOFTWARE AND INFORMATION UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.

Legal Expenses

• If any legal action is instituted by or against Service Provider. (Palindrome Software Labs Ltd ) with respect to the underlying transaction, and should Palindrome Software Labs Ltd prevail in such legal action, Service Customer. will indemnify Service Provider.for any and all legal expenses, including attorney's fees, incurred in said legal action.
  
  

Services

• Service Provider shall provide the services in accordance with the specifications set forth.
  
  Service Customer shall receive Services as per the Services subscribed in the agreement signed.
  
  Service Provider reserves the sole right to decide on the software features provided as a part of the Services
  
  Service Provider shall have the sole discretion to accept or reject new Service Customers or remove existing Service Customers at any time.
  
  Service Provider shall have the sole discretion to accept or reject customization or the change requests raised on the software by the Service Customer
  
  

Fees

• Service Provider has the sole discretion to change or modify the fees for the services offered any time. Such a change will be notified via email and will be updated on this website.
  
  If any custom website design and layout is required, Service Provider shall charge the Service Customer an additional fee for creation and set-up of custom designs for the Web Site (The "Design Fee")
  
  Third party setup and monthly commission charges (for payment processors, servers or non application software and hardware) are to be paid by the Service Customer and are outside the Service pricing plan payments.
  
  In an event of termination of some third party services because of non-payment of third party service fees or charges by the Service Customer, software provided by Service Provider may not operate. Service Customer would be responsible for any such failure and will be liable to pay Service Provider fees during the time of failure. Under no circumstances will Service Provider be liable to pay for any if the damages arising from any such failures.
  
  Pricing Fee for Services will be based on the Service Subscribed and the agreed price between the Service Provider and the Service Customer.
  
  

Customer Responsibilities

• Responsibility - Unless agreed to differently in writing, the Service Customer is totally responsible for the delivery and or fulfillment of any and all Client Goods purchased on the Website and holds Service Provider harmless in case of non- delivery or non-fulfillment by the Service Customer or one of its representatives.
  
  Hold Harmless - The Service Customer shall indemnify, defend, and hold harmless Service Provider or its affiliates from and against any and all third-party claims, suits, and liabilities (including all reasonable costs, expenses and attorneys' fees actually paid) arising from or in connection with (a) Service Provider Goods, (b) Client Goods, and/or (c) any services offered or advertised. And/or as the result of the use of any design, photo or logo provided by the Service Customer
  
  Limitations of Damages - in no event shall Service Provider or any of its affiliates be liable to any entity for any direct, indirect, special, consequential or their damages including without limitation, any lost profits, business interruption, loss of information related to the use of, or the inability to use the content functions of this website or any linked website. Provide hosting for the website with specifications recommended by the Service Provider.
  
  In an event of termination of some third party services because of non-payment of third party service fees or charges by the Service Customer, software provided by Service Provider may not operate. Service Customer would be responsible for any such failure and will be liable to pay Service Provider fees during the time of failure. Under no circumstances will Service Provider be liable to pay for any if the damages arising from any such failures.
  
  Pricing Fee for Services will be based on the Service Subscribed and the agreed price between the Service Provider and the Service Customer.
  
  

Payment & Cancellation Terms

• Payment will be due in advance on the 5th of the every month for the services offered. Late Penalty charge of 25£ may be applied for payments not received before the 5th of every month.
  
  Payment for one time setup / design fee / customization fee will be paid by Service Customer before the services are rendered. The prices for services will be as defined in the contract agreement or as per the published prices made available on the website.
  
  In case of termination within this agreement period, payment for the current monthly billing cycle has to be paid in full and will not be pro-rated. Initial setup fee/ design fee or the service fee paid towards the service for the first two months are non-refundable.
  
  Service Provider reserves the right to change the commission terms and amounts upon fifteen (15) days prior written notice to the Service Customer.
  
  Termination upon Notice. Notwithstanding any other provisions, either party hereto may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless otherwise terminated as provided herein, this Agreement shall continue in force for a period of one (1) year. The Service Customer will forfeit any and all moneys paid upon execution of this agreement.
  
  In case of termination within the support agreement period, any discount offered to the customer will be forfeited and Service Customer will be required to pay back the discount amount.
  
  Upon termination by either party Service Customer will pay within 30 days any revenue share or commission owed to the Service Provider as of the date of termination.
  
  There will be no refunds for Design Fees or any Setup fees upon termination of the store.
  
  

Termination Reasons

• Service Provider reserves the right to terminate this service agreement at any point of time.
  
  Contract can be terminated for any of the following reasons but not limiting to only the reasons below.
  
  The improper use, alteration, or damage of Software by customers or persons other than Service Provider employees.
  
  Modifications to the Software not made, or authorised, by Service Provider.
  
  Interfacing between Software and operating systems, database software and / or other software that is not approved by Service Provider, or an uncertified mix of Software's.
  
  Access to the software source code, database or any of the resources not made, or authorised, by Service Provider.
  
  In addition if issues arise because Software is deployed on hardware that is significantly different than that recommended by Service Provider, it may not be possible to provide support.
  
  Payments not done on time.
  
  This Agreement will terminate immediately without notice from Service Provider if you fail to comply with any provision of this Agreement.
  
  Service Provider can withdraw or terminate the contract at any point of time.
  
  

Termination Notice

• Notwithstanding any other provisions of terms and conditions, either party hereto may terminate the Agreement at any time by giving thirty (30) days written notice to the other party. Unless otherwise terminated as provided herein, the Agreement shall continue in force for a period of one (1) year. The Service Customer will forfeit any and all moneys paid upon execution of this agreement.
  
  

General Provisions

• The laws of the UK will govern this Agreement. The parties to this Agreement consent to the jurisdiction and venue of the courts sitting in London, UK.
  
  A party's failure to insist on compliance or enforcement of any provision of this Agreement will not affect the validity or enforceability, or be a waiver of future enforcement, of any provision of this Agreement.
  
  Service Provider may assign this Agreement or any of its rights or obligations hereunder, upon written notice to the Service Customer to a party that acquires any or all rights or interest in its business.
  
  This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. Service Provider reserves the right to amend any portion of this agreement. These Terms may be changed by Palindrome Software Labs Ltd (Service Provider), with or without notice.