SOFTWARE CUSTOMIZATION POLICY
Posted as of 07 November 2021
Last updated as of 12 November 2021
For any request for customization, send an enquiry to email@example.com, along with your Company information. In order to offer a transparent customization service, we shall create login credentials in 'Anyhow Infosystems Support' Portal and send it to you. You shall login to the Portal, raise a ticket for any customization you need for the Software.
''Anyhow Infosystems'' means M/s Anyhow Infosystems (OPC) Private Limited.
“Company/We” means M/s Anyhow Infosystems (OPC) Private Limited.
"Customization" means those services by which functionality / features are added to a Software product that are not included in the base installation of a Software product, which are aimed to suit the specific needs of the customer.
"Module" means the custom add-on module to be developed and provided to you in accordance with the 'Ticket' you have raised on Anyhow Infosystem Support Platform or the customization requirements provided by you via email to Anyhow Infosystems.
"Ticket" means the customization request raised by you on Anyhow Infosystems Support Portal and that is accepted by M/s Anyhow Infosystems (OPC) Private Limited, and also the customization requests placed with Anyhow Infosystems by emailing to the email address which sets out the details, specifications and parameters of the customized Module to be provided.
"Software" means the Software licensed by M/s Anyhow Infosystems (OPC) Private Limited to you pursuant to the terms and conditions of Anyhow Infosystems Software License Agreement.
“User/You” means the customer submitting the Software customization requirements to the Company.
Anyhow Infosystems offers a unique and customized Software solution that is ready to meet the present and the futuristic need of Users all across the world. We have an experienced team of software developers and engineers who are always ready to help you and solve all your Software related queries at the earliest. Additionally, all the Software is designed and developed keeping the need of the User’s infrastructure and branding for future growth.
The Customization services will be provided in accordance with your requirements and subject to the Terms and conditions set forth in the Software License Agreement of the Company. For any customization, you shall share the NDA with the Company and the Company shall undertake the necessary customization to the Software product.
Notwithstanding the foregoing, if the delivery or completion is delayed by Thirty (30) days or more for reasons not related to the performance of the Company, you shall pay the value of any milestone that is contingent on acceptance.
You are solely responsible for preparing the facilities and equipment for installation of the Software, where applicable. The User shall be liable to pay the necessary fees applicable for undertaking the customization in the Software to the Company.
The customization cost will not include any free consulting beyond the scope of the requirement.
The Company shall not responsible for any damages during the customization of the Software.
Anyhow Infosystems shall remain the sole owner of the licensed innovation rights, copyrights and patent to the individual programming arrangement. The Company holds finish rights to additionally showcase the sent form of the Software product post last formative stage.
Your customization responsibilities
Any customization that you create in a Software product is your responsibility to maintain going forward.
If you engage Anyhow Infosystems, to perform any customization work, a warranty for a specific time period is typically offered as a part of the statement of work. The warranty guarantees that the functionality works as documented for a limited time period after the delivery. For the said warranty period, the Company will be providing support to you as mutually agreed upon. The support shall not extend beyond the specific time period and in case you wish to extend the support period, you will have to renew the said period which shall be chargeable additionally. The warranty does not cover a situation in which you want to change the agreed-upon behaviour of a customization, or after the warranty term expires. If a change is required, a new estimation for mitigation work (via email) will be provided to you and you can choose whether to proceed.
If you engage with a third party, or use internal resources to customize the solution, any defects or functionality issues subsequently discovered are your responsibility to resolve. Anyhow Infosystems does not provide a warranty for customizations performed by third parties.
For any customization, the User shall share their confidentiality for their requirement to modify the basic features of the Software and the Company shall make the changes in the Software as per the requirement of the User as mentioned above. However, the Company shall have the sole right over the updates/changes made by the Company in the Software and the Company shall have the right to merge the parts of the customization in the existing default Software of the Company. The Company can sell the updated Software to the other Users on the Website.
Term and Termination
The term of the Development Services, if any, shall be as set out on the Anyhow Infosystem support portal, through a 'Ticket'.
Customization Services may be terminated by Anyhow Infosystem immediately upon notice for cause if:
you materially breach any agreement entered into between you and Anyhow Infosystem, including Anyhow Infosystem’s License Agreement and/or any User / Software license agreement relating to Anyhow Infosystem’s products (or you consistently fail to properly perform and observe your obligations under such agreements or any applicable Anyhow Infosystem Software policy), and you fail to rectify the situation within ten (10) calendar days of notice from Anyhow Infosystem; or
you become insolvent, or a receiver or receiver-manager is appointed for any part of your property, or you make an assignment, proposal or arrangement for the benefit of your creditors or you file an assignment in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against you.
Anyhow Infosystem shall have the right to terminate Customization Services immediately upon notice to you, without penalty or refund, if any agreement relating to the Software is terminated for any reason.
Termination of the Customization Services or any agreement shall not affect your payment obligation for any Customization Services performed by Anyhow Infosystem prior to the date of termination, regardless of whether you have had, as at the date of termination, any use of the Module or part thereof. In the event that the Customization Services are terminated prior to the delivery of the Module to you, Anyhow Infosystem shall not be obligated to deliver any work-in-progress or any portion of the Module to you, unless otherwise expressly agreed by the parties in writing.
You shall pay fees for the Customization Services and Module license in accordance with the fee schedule set forth in the Anyhow Infosystem Support Portal, for the 'Ticket'. Anyhow Infosystem shall submit invoices to you for all fees and payments due, including applicable expenses. You shall pay to Anyhow Infosystem the full amount of each invoice received from Anyhow Infosystem on the receipt of the invoice. All invoices shall detail the nature of the Customization Services performed, the fees payable, and the basis on which the calculation of the fees has been made.
You are responsible for, and shall pay all taxes relating to the Customization Services and the Module. Unless otherwise indicated, all amounts payable by you under the Anyhow Infosystem Support Portal are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Module, other Software or Customization Services, or otherwise.
If you fail to pay any amount due within the specified period in the invoice, such payment becoming due and payable, in addition to any other rights and remedies available to Anyhow Infosystem.
Pricing is subject to Anyhow Infosystem’s understanding of the project requirements, the terms of this policy and the 'Ticket' raised by you in Anyhow Infosystem Support Portal. Anyhow Infosystem reserves the right to invoice you for additional Customization Services requested by you, or that are required based on incomplete details or specifications provided by you, that are not specified in the 'Ticket' but are provided by Anyhow Infosystem to you, provided that Anyhow Infosystem provides you with notice that such additional Customization Services are not included in the 'Ticket' in Anyhow Infosystem Support Portal and are subject to Anyhow Infosystem ’s then current time and materials fee schedule for such Customization Services. Invoices for such additional Customization Services shall be subject to payment in accordance with this Section.
Intellectual Property Rights
Anyhow Infosystem shall own all intellectual property rights (whether or not patentable or registrable under copyright, trade-mark or similar legislation or subject to analogous protection) in and to the Module, and all work conceived, created, invented, produced, designed or reduced to practice by Anyhow Infosystem and its personnel as a result of or with respect to any and all Customization Services provided to you. Your rights and obligations relating to the use of the Module shall be governed by the terms of the applicable Anyhow Infosystem Software License Agreement regardless of whether you may have contributed to any Module in any way. The foregoing shall not be deemed to transfer ownership to Anyhow Infosystem of any pre-existing intellectual property rights that you may have in the materials that you provide to Anyhow Infosystem in order to permit Anyhow Infosystem to perform the Customization Services; however, to the extent that you have provided such materials to Anyhow Infosystem , you hereby grant Anyhow Infosystem a non-exclusive, non-transferable, royalty-free license to use all such materials for the purposes of performing the Customization Services and providing you with the Module.
Anyhow Infosystem warrants that all services provided by Anyhow Infosystem shall be provided in a competent, professional manner by persons who are fully trained and qualified to perform the Customization Services. Anyhow Infosystem does not represent or warrant that the Customization Services or Module provided hereunder will be capable of achieving a particular result for your business, or that the operation of the Module will be error free or uninterrupted, or that all errors in the Module can be found or corrected, although Anyhow Infosystem shall use commercially reasonable efforts to do so. Without limiting the foregoing, this warranty is valid only for the specific time period as mutually agreed, following the acceptance date. The above warranty shall not apply to defects or non-conformities resulting from:
improper or inadequate maintenance or installation of the Module
use of the Module in combination with Software, interfaces, or other materials that are not supplied or specifically authorized by Anyhow Infosystem,
unauthorized or improper use or modification of the Module, including use that is not contemplated in the 'Ticket' raised in Anyhow Infosystem Support Portal or instructions provided by Anyhow Infosystem,
abuse, negligence, accident, or other damage from external sources, or
improper preparation of your facilities or equipment for installation and use or the Module.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR A THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR THE PERFORMANCE OR NON-PERFORMANCE OF, THE MODULE OR THE PROVISION OF THE CUSTOMIZATION SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE USER OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
IN ANY EVENT, COMPANY’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR UNDER ANY OTHER FORM OR LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM COMPANY’S NEGLIGENCE, SHALL NOT BE IN EXCESS OF THE PRORATED AMOUNT OF FEES PAID TO COMPANY HEREUNDER IN PRECEDING THREE (03) MONTHS OF THE EVENT WHICH IS GIVING RIGHT TO SUCH CLAIM. THE FOREGOING LIABILITY CAP SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.
Governing Law, Jurisdiction and Dispute Resolution
This Agreement shall be governed by and construed under the laws of India. Subject to arbitration clause above, any dispute arising out of or concerning this Agreement shall be submitted to the sole jurisdiction of the courts of law at Noida, Uttar Pradesh, India.
In the event of any dispute arising out of or concerning this Agreement, the Parties shall try and resolve the dispute amicably in good faith through negotiations. In case the dispute is not resolved within a reasonable time, the Parties agree to submit the same for arbitration to a sole arbitrator, appointed by the Company. The arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996. Arbitration proceedings shall be conducted in the English language and the venue shall be Noida, Uttar Pradesh, India. The award of the arbitration proceedings shall be final and binding on the Parties and the Cost of the Arbitration proceedings shall be borne by the Party as specified in the Arbitrator’s award.