In these Conditions, the following expressions have the following meanings:
‘Client’ the person(s), firm or company named on the Proposal
‘Conditions’ the standard terms and conditions of sale as set out in this document, together
with the attached Schedules
‘Contract’ the Proposal, the Service Description and these Conditions
‘YoDigi’ YoDigiowned by Sankalp Computers Pvt. Ltd, whose office is located at
Survey No.-440/441, MangalwarPeth,Pune-411011, Maharashtra (INDIA)
‘Materials’ means any documentation, instructions, training manuals or other information
stored in written or electronic form provided by YoDigi to the Client to facilitate the
provision of the Services
‘Service’ the service to be provided by YoDigi as set out in the Service Description and
‘Service Description’ a document describing the Service generally
‘Price’ the price to be paid by the Client for the Service as specified in the relevant Proposal
‘Proposal’ the document produced by YoDigi and identified as a proposal for the
provision of a Service to the Client
‘Term’ the term set out in the Proposal
In these Conditions references to any statute or statutory provision shall, unless the context
otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced
In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
In these Conditions headings will not affect the construction of these Conditions.
2. Application of Terms
These Conditions together with the Service Description and the Proposal shall form the
Contract to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).
The Contract may only be varied by further agreement in writing (which will include by
email if so accepted by YoDigi) between the parties.
The Client acknowledges that in entering into the Contract it is not relying on any
representation or warranty, express implied or otherwise which is not reduced to writing and
incorporated into the Contract.
he use of the system is maintained to YoDigi’s good industry standard.
4. Payment and Expenses
The Price for the Proposal shall be that set out in the Proposal and unless otherwise agreed
in writing shall be exclusive of value added tax.
If any sum payable under the Contract is not paid within 7 days after the due date then
(without prejudice to YoDigi’s other rights and remedies) YoDigi reserves the right
suspend performance of the Service until all amounts owed have been paid; and/or
charge interest on such sum on a day to day basis (as well after as before any judgement)
from the date or last date for payment to the date of actual payment (both dates inclusive). Such
interest shall be paid on demand.
The Client shall not be entitled to withhold payment of any amount due to YoDigi
under the Contract by reason of any disputed claim by the Client in connection with the
Contract (unless the dispute relates to an error or mistake contained in the invoice) and the
Client shall make all such payments without any deduction whether by way of set off,
counterclaim, discount or otherwise.
5. Information and Co-Operation
The Client warrants that it has provided all necessary information to YoDigi and will
continue to do so during the term of the contract to help YoDigi to achieve the Service.
All information that is provided to YoDigi by the client is warranted to be true complete
If the warranty mentioned above is breached by the Client, YoDigi shall be entitled to vary the
Price by a reasonable amount and will as soon as practically possible notify the Client as to
what such variation shall be.
The Client will co-operate with YoDigi to try to achieve the targets set out in the
Proposal and the Service Description. The client will also co-operate with YoDigi in giving
access to all necessary servers, service providers, hardware, software or other parties or
facilities in order to aid YoDigi in achieving the Service. If any delay is caused by the
Client and YoDigi incurs unavoidable costs which would otherwise have been recovered
through the Price, the Client shall pay YoDigi a sum or sums equivalent to those costs.
6. Intellectual Property
The copyright or any other intellectual property rights in:
The web site shall belong to the Client;
Any documents, materials, data, systems or other information provided by YoDigi in
relation to the Service shall, unless otherwise agreed in writing between the Client and
YoDigi, belong to YoDigi.
YoDigi shall provide such initial training for the Client and its staff in respect of the
use of the Service as YoDigi deems necessary.
8. Limitation of Liability
YoDigi’s entire financial liability (including any liability for the acts and omissions of its
employees agents and sub-contractors) to the Client under the Contract shall be limited.
Subject to the above Condition neither party shall be liable to the other in respect of any loss of
profit goodwill or any type of special, direct, indirect or consequential loss (including loss or
damage suffered by the other party as a result of an action brought by a third party) even if
such loss was reasonably foreseeable and the party incurring the loss had notified the other
Although YoDigi will take all reasonable precautions in accordance with good industry
practice against computer viruses, it does not warrant that any system or service applied to the
Client’s website will be virus free or will not cause interruption to the Client’s own systems.
Without prejudice to any other rights to which it may be entitled, either party may give
notice in writing to the other terminating the Contract with immediate effect if:
The other party commits any breach of any of the terms of the Contract and (if such a
breach is remediable) fails to remedy that breach within a reasonable period (as set out in
writing by the non-breaching party of receiving that party’s request in writing so to do.
YoDigi may terminate the Contract with immediate effect by notice in writing if it has
reason to believe the Client is suffering serious adverse financial circumstances.
10. Consequences of Termination
Any termination of the Contract howsoever caused:
shall not affect any rights or liabilities which have accrued prior to the date of
shall not affect the coming into force or the continuance in force of any provision of the
Contract and these Conditions which is expressly or by implication intended to come into or
continue in force on or after such termination.
All payments due under the Contract shall become due immediately upon termination and
YoDigi will issue the Client with a final invoice (which shall also be immediately due and
payable) covering all outstanding charges under the Contract.
If the Client does not pay any sum due under para 2 within 30 days of
YoDigi’s invoice all sums which have then been invoiced by YoDigi to the Client will become immediately due and payable and YoDigi may suspend the provision of the
Service forth with until full payment of all invoices then due has been received.
11. Non Solicitation
Neither party shall, and shall procure that its associates shall not, for the duration of the Contract and for a period ofone year after its termination :
solicit or endeavour to entice away from the other party any of the other party’s staff
involved in providing the Service, or
employ or engage or attempt to employ or engage or negotiate or arrange the
employment or engagement by any other person firm or company of any of the other party’s
staff involved in connection with the Contract.
Neither party shall assign the Contract or any part of it without the prior written consent of
the other party, such consent not to be unreasonably withheld or delayed except that
YoDigi may assign its rights to receive any payments under the Contract to any party.
YoDigi and the Client shall use all reasonable endeavours to resolve any dispute
arising in connection with the Contract. In the event that such a dispute cannot be resolved,
the matter shall be determined by the Indian Courts.
YoDigi shall continue to supply the Service during any period in which there is a
dispute provided that the Client continues to make all payments due under the Contract.
14. Force Majeure
YoDigi reserves the right to vary the terms of the Contract (without liability to the
Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of YoDigi including, without limitation, acts of God,
governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood,
epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s
workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of
adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, then Client shall be entitled to give not less than 30 days notice in writing to YoDigi to terminate the Contract.
All notices between YoDigi and the Client about a Contract must be in writing and delivered by hand or sent by pre-paid first class post, facsimile transmission to the registered office address of the recipient or such other address as shall be notified to the other party.
Notices shall be deemed to have been received:
if delivered by hand, on the day of delivery;
if sent by pre-paid first class post, 4 days (excluding Saturdays, Sundays and bank and public holidays within India) after posting (exclusive of the day of posting); or
if sent by facsimile transmission on a working day prior to 16:00, at the time of transmission and other wise on the next working day.
if sent by email by YoDigi, when it has been sent by YoDigi as recorded and timed by its email system
Each right or remedy of each party under the Contract is without prejudice to any other right or remedy of that party whether under the Contract or not.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions ofthe Contract and the remainder of such provision shall continue in full force and effect.
Failure or delay by either party in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other party will not be deemed a waiver of any subsequent breach or default
and will in no way affect the other terms of the Contract.
The parties to this Contract do not intend that any term of this Contract will be enforceable by any person that is not a party to it.
The formation, existence, construction, performance, validity and all aspects of the contract shall be governed by Indian law and the parties submit to the exclusive jurisdiction of the Indian courts.