Dotsquares Ltd.

Terms & Conditions

A.	Dotsquares is Registered in England & Wales No.: 4381390, VAT Reg.: 868 8581 51
B.	The office is located at - Unit 2, Albourne Court, Henfield Road, Albourne, West Sussex, BN6 9DB, United Kingdom.
C.	The primary area of business for Dotsquares is (but not limited to) Website Publishing, designing, development and software application development. Dotsquares also specialises in providing highly focused E -marketing solutions such as Search Engine Optimisation (SEO), e-communication strategy and research etc...
D.	Dotsquares undertakes projects both on a turnkey as well as hourly basis. The fee quoted is exclusive of VAT or any other taxes as may be applicable and is firm for 30 days from the date of quote unless stated otherwise in the quote.
E.	The client is allocated dedicated resource(s) along with the necessary functional and support staff such as a team leader and a project manager. The client will not attempt to engage in business or engage in business with current or ex-staff on a personal basis. Contravention of this will lead to legal proceedings involving all parties.
F.	The resource(s) would be operating out of the Indian office of Dotsquares, unless the resource is operating onsite or from our UK / US offices. The Indian office operates Monday - Friday, 10 AM to 7:00 PM (India's time zone is GMT + 5:30 / 4:30 on BST).
G.	During the term of the project, each party (the "Disclosing Party - client") may provide the other (the "Receiving Party - Dotsquares") with certain confidential and proprietary information ("Confidential Information"). Confidential Information includes, without limitation, business methods, plans, systems, finances, projects, trade secrets or provision of products or services to which it attaches confidentiality or in respect of which it holds an obligation to a third party, the terms of the Agreement, customer contracts, work product, any written information which is marked "Confidential" and any information which is orally disclosed, identified as confidential at the time of disclosure and confirmed in writing as being confidential within 30 days thereafter. However, "Confidential Information" will not include information that (a) is publicly known at the time of its disclosure, (b) is lawfully received by the Receiving Party from a third party not under an obligation of confidentiality to the Disclosing Party, (c) is published or otherwise made known to the public by the Disclosing Party, or (d) was generated independently by the Receiving Party before disclosure by the Disclosing Party. The Receiving Party will likewise restrict its disclosure of the Disclosing Party's Confidential Information to those who have an absolute "need to know" such Confidential Information in order for the Receiving Party to perform its obligations and enjoy its rights under this Agreement. Such persons will be informed of and will agree to the provisions of this Section, and the Receiving Party shall remain responsible for any unauthorized use or disclosure of the Confidential Information by any of. Upon termination of the Project / Agreement for whatever reason both Parties shall deliver to the other Party all working papers or other material and copies thereof provided to it or prepared by it either in pursuance of this Agreement or otherwise.
H.	During the project / agreement whilst they are contracted to each other, and for a period of five (5) years afterward form the date of this agreement, Dotsquares and the client will not directly or indirectly participate in a business with their contacts or employees now or later operated by them in all countries throughout the globe. In particular, they or their representatives will not: 1. solicit or attempt to solicit any business or trade from their actual or prospective customers. 2. employ or attempt to employ any employees of each other. 3. divert or attempt to divert business away from each other, or 4. encourage any independent client, consultant, or business to compete with each other. 5. encourage any independent client, consultant, or business to end a relationship with each other.
I.	Both the parties undertake to disclose the information including "confidential information" only to a minimum number of its employees who need to have the information disclosed to them only on a "need-to-know" basis and to ensure that the obligations on use and disclosure of the information are observed by all of the said employees.
J.	This agreement will be governed by and construed in accordance with British laws of England and Wales.
K.	Any party may terminate the services / contract / agreement in writing by providing notice. Notice period for big projects is 3 months & it’s 1 month for small to medium sized project. For clients with On-going Time & Materials Projects (weekly & monthly running projects with dedicated developers and designers), the notice period is a minimum of 1 week. Dotsquares has the right to "define" the "type" of a project.
L.	During the course of the "project" it is the client's responsibility to provide all (but not limited to the following) the relevant information, content, pictures, previous code etc... in order to make the project technically feasible and viable - in the absence of the above or any other relevant material Dotsquares will use freeware / shareware material as deemed fit.
M.	Dotsquares will not be held responsible in case the client insists on using a particular "copyrighted" material - Dotsquares would assume that the client has taken care of the legal and copyright implications of using the same and once the final payment and or the website has been made "live" it is deemed that the client has given the go ahead to use the above mentioned material at its own risk and consequences.
N.	After the receipt of final payment, the client will own the specific instances of all code we produce for you but not the algorithms, techniques, methods, or trade secrets we use to produce it and which belong to Dotsquares.
O.	If during the course of the work the client is unable to provide us with necessary information, materials or feedback in a timely manner when requested it could become necessary to reschedule the team / resource to other jobs while we are waiting. If we request materials, information, decisions, or approvals from you that we need to complete the work, and you do not provide them within thirty days of our request, we will deem the work to be completed and all payments due.
P.	Payment Terms - Fixed term projects: 50% in advance at the time of issue of the Work Order (WO) and balance to be paid out in two equal installments of 25% at project midpoint and at completion of project respectively. Down payments and progress payments are not refundable if the work is canceled before completion.
Q.	Payment Terms - Projects running on a dedicated basis: 100% in advance at the time of issue of the Work Order (WO). This applies to Daily rated projects, On-going Time & Materials Projects, and projects running on the Dotsquares "Bucket System".
R.	In case of payment not received as per the terms set out above, Interest would be charged on the outstanding amount at the rate of 1.5 % per month.
S.	Down payments and progress payments are not refundable if the work is cancelled before completion.
T.	A man-month would be defined as 160 Hrs of work in a month.
U.	When a developer(s) is working on a dedicated basis, they are allocated for 40 hours per week, 160 hours per month etc.This time includes design, programming, testing and time spent awaiting feedback requested by the developer(s) to the client.
V.	If the total man-hours logged by a resource are more than 115% of the above, then the Management of Dotsquares reserves the right to charge the client for the additional man-hours.
W.	Payment of the advance / first invoice is an acceptance of the above terms and conditions.

Intellectual Property Rights

Each party reserves all its proprietary rights in its Confidential Information and no rights or obligations, other than those expressly recited herein, are granted or to be implied. In particular, no license is hereby granted directly or indirectly under or in respect of any invention, discovery, patent, copyright or any other intellectual property right now or in the future held, made, obtained or licensable by the Disclosing Party. The property in all Confidential Information disclosed pursuant to an agreement / contract / project shall, subject to any right of any other owner, remain with the original owner / party.

Use of Intellectual Property: Each party acknowledges that the other party owns or licenses Intellectual Property related to its or its affiliates' existing businesses and such Intellectual Property may be used and further developed in the course of this Agreement. Each party understands that the other party intends to continue to develop and commercially exploit its own Intellectual Property during and after the term of this Agreement.

Prior Intellectual Property Rights: All Intellectual Property rights owned by a party as of the Effective Date ("Prior IP") shall remain the property of such party and no licenses or other rights with respect to such Intellectual Property are granted to the other party except as expressly set forth in an agreement or a later agreement. Each party shall have the burden of proof concerning the Intellectual Property it claims as its Prior IP

Developed Intellectual Property for clients: All right, title and interest of every kind and nature, whether now known or unknown, in and to any Intellectual Property created, written, developed, furnished or produced by us during the term of the agreement / project, whether alone or jointly with others and whether or not during work hours, that are within the scope of the agreement or any applicable Statement of Work shall be the exclusive property of the client (subject to the other conditions and specifically the payment of all the dues). As used herein, the term "Intellectual Property" shall include, without limitation, any inventions, technological innovations, discoveries, designs, formulae, know-how, processes, patents, trademarks, service marks, copyrights, computer software, ideas, creations, improvements to all such property, and all recorded material defining, describing or illustrating all such property, whether written or not and whether stored in plain or in code form.

Dotsquares understands that it shall have no right, title or interest of any kind or nature in or to any item of Intellectual Property, or in or to any results and/or proceeds from any item of Intellectual Property created or developed for the client. Dotsquares agrees to assist the client, at client's expenses, to obtain patents, copyrights, trademarks, service marks and similar protections in all countries on any item of Intellectual Property, and agrees to execute any and all documents necessary to obtain such patents, copyrights trademarks, service marks and similar protections in all foreign countries in the name of client. Dotsquares further agree to assist the client or its nominees in the performance of any lawful acts that the client, at its discretion deems necessary to secure proper patent, copyright, trademark, service mark and other protection for any item of Intellectual Property or Improvements thereon, and to vest the client the entire interest therein all countries.