Commencement of Projects

The effective start date of the project will be the date on which all of the following activities have been completed:

  • Placement of a firm purchase order along with advance payment
  • Signing of a formal MoU/Agreement
  • Handover of relevant documents
  • Nomination of a Project Manager from SummitXe and from the Client

The development time mentioned earlier will be counted from the effective start date of the project.

Extension in Time

The Client agrees to extend the timeframe for execution of the project if any of the following occurs:

  • Force Majeure
  • Delay in the Client providing approvals at various stages
  • Any other reason attributable to the Client
  • Delay in completion of work due to engagement of third parties
  • Changes/modifications requested beyond the scope of work or after requirements are frozen

Approvals

SummitXe will periodically submit documents to the Client for approval as per the project schedule. The Client will also provide necessary guidance and assistance to SummitXe’s team for framing the system design.

User Acceptance / Project Sign-Off

All approvals/certificates of acceptance of any activity required as supporting documents must be provided by the Client within a maximum of 3 working days of completion of that activity.

If approvals/certificates are not provided within this timeframe, approvals will be deemed obtained and bills may be raised without the corresponding documents. Payments due to SummitXe from such bills should be released by the Client without delay.

Infrastructure Support

During different phases of application development, the Client will ensure that SummitXe personnel receive all facilities required to execute the project.

Development Work

All development work will be carried out at SummitXe, Canada.

Support for Trained Resources

During implementation and post-implementation under warranty and support contract, support will be provided only to trained Client resources (training provided by SummitXe professionals).

Historical Data – Old Records

Historical data migration for transactions is not covered under the proposal. SummitXe may undertake historical data migration at extra cost, if required. Actual cost can be offered only after the System Requirement Study.

Termination

Either party may terminate the contract by giving one (1) calendar month notice. The Client must pay SummitXe for all services rendered during the contract period on a pro-rata basis.

Force Majeure

Neither the Client nor SummitXe shall be liable to the other for any delay in or failure of obligations under this proposal caused by occurrences beyond the control of the affected party, including (without limitation) breakdown in power supply, building collapse, fire, floods, acts of God, acts of public enemy, wars, insurrections, riots, strikes, lockouts, sabotage, laws/statutes/ordinances or government actions/regulations, and any similar events.

Either party shall promptly (and in any case no later than 30 days thereafter) notify the other of the commencement and cessation of such contingency, and demonstrate that it is beyond its control and adversely affects implementation of the proposed solution. If the contingency continues beyond two (2) months, both parties agree to discuss and agree upon an equitable solution or otherwise decide the course of action.

The respective obligations of the parties shall be extended for the period of Force Majeure provided the required notices are given in time and the contingency is established if so required by the other party.

Limitation of Liability

In no event will SummitXe be liable for any damages, including loss of data, loss of profits, cost of cover and other incidental, consequential or indirect damages arising out of the use or inability to use the software, even if SummitXe has been advised of the possibility of such damage.

In no event shall the total liability of SummitXe howsoever arising under this agreement or by reason of its supply of the program exceed the amount paid for the service.

Solicitation

Without the prior written consent of SummitXe, the Client (or the Client’s subsidiaries where SummitXe personnel are assigned) shall not offer any form of employment to, enter into any form of agreement with, or attempt to obtain services from (directly or indirectly) SummitXe personnel during the term of this Agreement and for a period of two (2) years from termination of the Agreement.

The Client shall not offer any form of employment or enter into any form of agreement (directly or indirectly) with SummitXe personnel during the term of their employment and for a period of one (1) year from resignation/termination of their service.

Arbitration / Jurisdiction

This Agreement constitutes the entire agreement between the parties relating to implementation of software and shall be governed and construed in accordance with the laws of Canada. Any dispute under this Agreement or the Program shall be submitted to the exclusive jurisdiction of the Canada courts, save where SummitXe otherwise agrees.

No variation, amendment, or addition to this Agreement shall be effective unless SummitXe’s prior written agreement has been obtained. If any provision is held void or unenforceable, that shall not affect the remaining provisions which shall remain in full force and effect.