Zoomtrax Solutions

Leading Internet Marketing Solutions in India

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STANDARD TERMS AND CONDITIONS

  •   Entire Agreement
    Except as otherwise provided herein, this document contains the entire and only agreement between Zoomtrax Solutions and you, our customer, relating to the subject matter hereof, and any representation, affirmation of fact, and course of prior dealings, promise or condition in connection therewith, or usage of the trade not incorporated herein, shall not be binding on either of us. The rights and obligations contained herein shall inure to and be binding upon each of us and our legal representatives, successors, and permitted assigns. Unless you have entered into a signed written agreement with us, you shall be deemed to have assented to these Standard Terms and Conditions to the extent referenced or contained in any Orders (defined below).
  •  Orders and Acceptance
    We agree to provide you certain services (the “Services”). Such Services shall be as set forth and agreed to between us and you in one or more statements of work and/or such other document including any applicable purchase orders as agreed to between us (each, an “Order”). We warrant that the Services will be performed in a workmanlike manner consistent with the applicable Order. In addition, we may sell to you certain hardware, equipment, components, or accessories (the “Equipment”), or license, sublicense, or facilitate the license from a third party to you of computer software (“Software”), all as specified in an Order, or as otherwise requested by you from time to time, but only to the extent that we agree to provide such additional products to you in our sole discretion. Each Order must be accepted by us and is contingent on your credit approval and other terms and conditions as determined by us. Once an Order is accepted, any changes requested by you will be subject to payment by you of any rework or other costs associated with such changes. We reserve the right to substitute products with other equipment, software, and/or components or materials of the same material functionality as reasonably determined by us. We may use refurbished parts in new Equipment, and we use same quality control procedures and warranties as with new Equipment. You agree to pay all installation charges and to provide a suitable place for installation with proper power and general environmental conditions as defined in the Equipment's installation manual.
    All dates and timelines for the provision of Services are approximate and are contingent upon our receipt of all necessary information and assistance from you to properly provide the Services.

  •  Deliverables and Acceptance
    Except as expressly provided or agreed to elsewhere, any deliverables, such as reports, sites, software, solutions, modifications or integrations form part of our Services (“Deliverables”) to you.
    If an Order is provided for under these Terms and Conditions or a Master Services Agreement, then we shall provide such Deliverables to you in the time and manner set forth in the Order. The Services will not commence until a signed Order has been received and accepted by us. Unless otherwise specified in an Order, within five (5) business days following receipt of any Deliverables (“Acceptance Period”), you will provide to us with either
    (a) written approval and acceptance of such Deliverable (not to be unreasonably withheld), or
    (b) a written list of specific items or functionalities in the Deliverables that are not in compliance with the Order. Deliverables will be deemed accepted upon the earlier of you commencing operational use of the Deliverable or your failure to provide written notice within the Acceptance Period.

  •  Personnel
    We will provide competent Personnel to perform the Services. Our Personnel consist of our employees, agents and/or subcontractors. We shall retain full responsibility for the Services of any of our Personnel. We shall determine which Personnel will perform specific Services under these Terms and Conditions and/or any other document, including an Order, agreed to between us. You will promptly notify us if any individual assigned is, or becomes, unacceptable to you. If we are unable to arrive at a solution that is acceptable to you, then you may request that we remove such individual. We will conform to such request and either replace the individual in a mutually agreeable timeframe or terminate these Terms and Conditions or terminate any applicable Order.

  •  Payment Terms
    You shall pay the amounts agreed to between us, upon receipt of invoices, which shall be sent by us, and you shall pay such amount of such invoices to us within thirty (30) days of receipt of the invoice. We may impose a late payment charge equal to the lesser of one-and-one-half percent (1.5%) per month or the maximum rate allowed by law. You agree to pay for any partial shipment of item(s) under the same terms listed above. Payment for the partial shipments shall equal the portion of the total amount that the partial shipment represents.

  •  Cooperation
    You agree to cooperate with us to the extent necessary for us to perform our Services. Such cooperation shall include, but not be limited to, providing us with:
    (i) all necessary information and free and full access to, and use of, your premises, computers, personnel, and resources as needed to complete Services;
    (ii) ensuring that the necessary business and application knowledge is available and conveyed from your existing support team to our support team; and
    (iii) providing passwords and other credentials to our Personnel as needed.

  •  Shipping, Risk, and Title
    Risk of loss passes to you upon delivery. Title remains with us until full payment is received. You agree to reimburse us for shipping and handling costs unless otherwise agreed.

  •  Cancellation and Returnses
    Orders may be canceled prior to shipment with a 15% cancellation fee. Returns are not accepted without prior written approval and may be subject to a restocking fee.

  •  Limited Warranty
    We warrant that Services will be performed by qualified personnel. Except as expressly stated, we make no other warranties. Third-party products are provided "as is," and your remedies are limited to those offered by the third-party vendor.

  •  Ownership of Deliverables, Background Technology, and Work Product
    Deliverables:
    You (the client) own the final Deliverables once you’ve paid in full.
    Both parties retain ownership of their pre-existing intellectual property (IP).
    Zoomtrax retains a license to use your IP only to the extent necessary to perform services.
    Background Technology:
    Zoomtrax owns and retains all backend tech used in or developed during delivery (e.g., code libraries, logic, methods).
    You get a non-exclusive license to use any of that tech embedded in the Deliverables, but only as part of those Deliverables.
    Work Product:
    Zoomtrax owns any concepts, designs, etc., that aren’t included in the final Deliverables.
    If you want to use those ideas later, Zoomtrax must be given the chance to implement them.
    You can only hire a third party if Zoomtrax declines to do the work.
    Implication: You only own the final product, not the building blocks or ideas behind it. This protects Zoomtrax’s ability to reuse its technology across clients.
  •  Independent Contractor
    Zoomtrax’s personnel are not your employees.
    They handle their own team’s compensation and obligations.
  •  Covenant (Non-Solicitation Clause)
    You agree not to hire or poach Zoomtrax employees for 12 months after service ends.
    If Zoomtrax employees are placed at a third-party location, you must make sure the third party follows the same rules.
  •  Confidentiality
    Both sides agree not to disclose each other’s confidential information.
    Exceptions are made for generally known or easily obtainable knowledge.
  •  Indemnification
    Zoomtrax will indemnify you for injuries/damages caused by their negligence.
    You’ll indemnify Zoomtrax for the same from your side.
  •  Termination
    Either party can terminate with 10 days’ notice.
    You must pay for all work completed and expenses up to the date of termination.
    Certain obligations (confidentiality, indemnity, etc.) survive termination.
  •  Compliance with Laws
    Both parties must follow all relevant laws.
  •  Dispute Resolution
    Disputes will be attempted to be resolved through executive negotiation.
    If unresolved in 30 days, they will go to arbitration (not court) under AAA rules in Kansas City, Missouri.
  •   Attorneys’ Fees
    The prevailing party in a legal/arbitration dispute gets their legal fees reimbursed, based on how much of their claim is awarded vs. what they asked for.
    If the winning party gets less than the opponent’s final offer, they don’t qualify for attorney fee recovery.
  •  General Provisions
    Kansas law governs the agreement.
    You must pay for all work completed and expenses up to the date of termination.
    Rights and obligations are not assignable without written permission.
    Claims must be brought within one year.
    Provisions are severable (invalid parts don’t kill the whole agreement).
    No liability for force majeure events.
    Notices must be in writing—electronic formats count.
    You must cover reasonable expenses like travel, meals, etc.
    You’re responsible for backing up your data—Zoomtrax won’t be liable for loss.
    Zoomtrax can update these Terms and Conditions at any time without notice.