Global Edge Software Ltd web site is comprised of various web sites and web pages operated by GES (hereinafter referred to as Global Edge Software Ltd) or its affiliates (collectively, the " Global Edge Software Ltd web sites"). The Global Edge Software Ltd web sites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the GES web sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular GES web site included within the Global Edge Software Ltd web sites may also be subject to additional terms outlined elsewhere in this agreement (the "Additional Terms").
Global Edge Software Ltd reserves the right to change the terms, conditions, and notices under which Global Edge Software Ltd web sites are offered, including but not limited to the charges associated with the use of Global Edge Software Ltd web sites. You are responsible for regularly reviewing these terms and conditions.
Global Edge Software ltd web sites may contain links to other web sites ("Linked sites"). The Linked sites are not under the control of Global Edge Software ltd and Global Edge Software ltd is not responsible for the contents of any Linked site, including without limitation any link contained in a Linked site, or any changes or updates to a Linked site. Global Edge Software ltd is not responsible for web casting or any other form of transmission received from any Linked site. Global Edge Software ltd is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Global Edge Software ltd of the site or any association with its operators.
GES shall perform the services, including the Website Project, set forth in the Service Agreement (the “Services”) in accordance with the Service Agreement. The design of the website shall be in conformity with the plan outlined in the Project Proposal. The Customer will be responsible for providing direction to GES and for delivering content for Custom Website design, Web Application Development, CMS, E-Commerce Solutions, Software Development, ERP, CRM, SEO, Cloud Computing and Mobile Application Development. , including text and images. GES may elect, in its sole discretion, to exclude from the website any text, graphics, sound, or animations: (a) that might be viewed as obscene or involving any illegal activities, or which have link(s) to other website(s) having content that might be viewed as obscene or involving any illegal activities; and/or (b) that GES determines would violate any trademark rights or copyrights of any third party.
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals to a reasonable amount and may charge for additional designs if you make a change to the original design specification. Our website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged.
Any time frames or estimates that we give are contingent upon your full co-operation along with complete and final content for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process. We will not be responsible if the web design project remains largely unfinished or is delayed, due to your own inaction, or by not approving design mockups / requesting web design changes on time. After the initial 45 calendar days, if the project is still unfinished, charges would be billed for any further change request.
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.
If you reject any of our work within the 7-day review period and not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as complete and take measures to recover payment for the contracted work.
The Project is a work for hire completed by GES for Customer, and as such GES’s work product from the Services, including the files developed for Customer, shall be the property of Customer. With the exception of any third party materials and background technology used by GES in conjunction with the Services, Customer represents and warrants to GES that Customer maintains the usage rights to the domain name and all content provided by Customer to GES, including, without limitation, any and all text, music, sound, photographs, video, graphics, data, or software, in any medium (the “Customer Content”); and Customer hereby agrees to indemnify and hold harmless GES from all suits, claims, liabilities and damages, including all attorneys’ fees and other defense costs, arising from any alleged infringement by the Customer Content of any property rights of any third party. “Third-party materials” means any content, software, or other computer programming material that is owned by GES, licensed by GES, or generally available to the public, including Customer, under published licensing terms. The graphics utilized from GES’s graphics and image library are licensed from third party suppliers. Upon written request, GES will deliver the Customer’s source files electronically and make the source files available for download for a period of thirty (30) days.
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to us to include in your website or web applications. You must indemnify us and hold us harmless from any claims or legal actions related to the content of your website.
Once you have paid us in full for our work we grant to you a license to use the website and contents for the life of the website.
All website designed by us are search engine friendly. However we do not guarantee any specific position in search engine results for your website. We perform search engine optimisation according to current best practice at an additional cost.
GES may terminate the Project, with ten (10) days prior written notice to Customer, if it determines Customer’s demands or requirements to be unreasonable or outside of the scope of the Services. Customer may terminate the project before the end of the term selected by Customer in the Service Agreement with thirty (30) days prior written notice to GES. Upon such termination, GES shall return to Customer any portion of the fee paid by Customer applicable to the remainder of the term, less all sums due from Customer to GES; provided, however, that all installment and setup fees are non-refundable. Upon the termination of the Service Agreement for any reason, GES may delete any of your archived data.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANYLOST PROFITS, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE NATURE OF THE CLAIM.IN NO EVENT SHALL GES BE HELD LIABLE TO CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY CUSTOMER HEREUNDER.
EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, GES HEREBY DISCLAIMS ALL WARRANTIES OF EVERY NATURE, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. SERVICES PROVIDED ARE A BEST EFFORTS SERVICE, AND GES DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE SHALL BE ERROR-FREE OR WITHOUT INTERRUPTION. GES MAKES NO WARRANTY AS TO TRANSMISSION OR SPEEDS OF THE NETWORK. GES MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ANY SUCH WARRANTY, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
GES and Customer agree to hold each other’s Proprietary or Confidential Information in strict confidence at all times during the term of the Service Agreement and for a period of two (2) years following the termination of the Service Agreement for any reason. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, and financial information. Proprietary or Confidential Information shall not include any information which:
Is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
Was previously known to the receiving party or rightly received by the receiving party from a third party;
Is independently developed by the receiving party;
Is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party shall be entitled to equitable relief.
Customer shall indemnify and hold GES and its respective affiliates, subcontractors, employees or agents harmless (including payment of reasonable attorney’s fees and other defense costs) from and against any claim, actions or demands relating to or arising out of Customer’s use of the Services, including, without limitation
Any content or software displayed, distributed or otherwise disseminated by the Customer, its employees, or users of the Services,
Any claim that Customer’s use of the Services, including the registration and maintenance of Customer’s selected domain name(s), infringes on the patent, copyright, trademark or other intellectual property right of any third party;
Any malicious act or act in violation of any laws committed by Customer, its employees or users using the Services; and/or
Violation by Customer, its employees or authorized users of these Terms and Conditions.
The Service Agreement constitutes the entire understanding of the parties, revokes and supersedes all prior agreements between the parties, and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to the Service Agreement.