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Terms and Conditions
General terms for resource-based and scope-based proposals from IT Offshore.
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These General Terms apply to resource-based and scope-based proposals issued by The IT Offshore Support Company FZE LLC (“IT Offshore”, “we”, “us” or “our”) for Salesforce, Certinia and related offshore IT support services. The terms that apply to your engagement depend on the type of proposal you accept.
General Terms for Resource-Based Proposals
Work Monitoring
The client will need to monitor the work undertaken by the assigned resource(s). We recommend that you give your resource(s) details of your project/support timetable and the deliverables you require from them. We also recommend that you regularly check the development process so that both you and your resources can be sure that the project is on track. You will be responsible for the allocation and prioritizing of the support tasks. Please note that you will need to interact directly with the resources hired for your projects. We do not provide project management and only provide basic supervision to your resource(s) (i.e., monitoring of attendance, ensuring they work hard while at work, shift scheduling, and so on). Essentially, your dedicated resource provides the same service as you would get from an in-house resource but is located offshore at our offshore delivery centre.
Reporting
The assigned resources will report to the client representative and maintain a task list/timesheet daily on the client’s Time Sheet logging system.
Escalation Process
In the event of any dissatisfaction with our consultant’s support service, as a first step, the matter could be escalated to the team manager to remedy. If still not resolved, to solve it, the second step would be to escalate it to the account manager, and as a final step could be escalated to the Director to solve.
Documentation
No documentation will be maintained by IT Offshore. All conversations will be maintained by email. If any documentation is required, then the same can be produced as per the customers’ requirements.
On-Site Services
In case consultants need to travel to the Client Location, then the Client will arrange for air tickets, visas, and accommodation for the consultants. An additional per diem of $100 per day will be paid to cover food and other expenses.
Prices
Prices are subject to change with prior intimation/notice. Any change in monthly fees will apply to your next service agreement period but will not be payable for your current service period. A 10% – 15% hike is usually appreciated on contract/agreement renewal. The annual appraisal is applicable if the resource(s) are doing well. Or seek a replacement.
Contract Termination
The contract can be terminated at any time by providing us with written authorization to cease the Service; the notice period mentioned below will apply to the termination of the contract. Our client acknowledges that our regular fees will continue to apply until you explicitly and unambiguously cancel service and advise us of the date of cancellation, which should include the below notice period.
- 3 months’ cancellation notice in annual contracts.
- 2 months’ cancellation notice for contracts less than 1 year (greater than 3 months).
- 1 month’s cancellation notice for contracts of 3 months or less.
Dissatisfaction with Our Services
Due to any reason, if you are not satisfied with our service(s), then you (client) are entitled to email the sales executive explicitly the reason for dissatisfaction and pause/hold the contract. No refund will be paid for the days/weeks/months used already.
Hours/days/weeks used by undertaking our services will be payable by the client.
If you find the primary resource unsatisfactory, we offer the option of substituting it. Within a week, the primary resource will impart its knowledge to the secondary resource, ensuring a seamless transition. During this knowledge transfer phase, both resources will be active, and you will be billed only for one resource.
If the client is dissatisfied with the secondary resource, then both parties can cancel the contract with a 15-day notice period. The client will have to pay the amount due to IT Offshore.
Notice Period for Resource Changes
Both IT Offshore and the Client mutually suggest instituting a 30-day notice period for any changes to resources. During this period, we commit to supplying one replacement resource at no additional cost. The designated replacement will be well-versed in the project requirements, ensuring a smooth transition. Additionally, you have the flexibility to schedule an interview with the end client for the proposed resource.
Scope Limitation and Training Exclusion
The services provided by IT Offshore are strictly limited to consulting, development, configuration, and support as per the agreed project scope. The deployed resources shall not be used for training, coaching, onboarding, or any form of knowledge transfer to client personnel, except for functional or end-user level training focused on how to use the platform effectively. Any other training, coaching, or knowledge transfer activities must be proposed and contracted separately under a formal training engagement with distinct commercial terms.
Intellectual Property Rights
The client will completely own the intellectual property rights of all the work done by the resource(s) assigned to the client.
Confidential Information
Each party will maintain all Confidential Information of the other party in strict confidence and will not at any time or for any reason disclose any Confidential Information of the other to any third party without the disclosing party’s prior written consent. Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other to any of its agents or employees who do not participate directly in the performance of its duties or exercise of its rights under this Agreement, and each party will advise its employees who are permitted access to any Confidential Information of the other party, of the restrictions on disclosure and use set forth in this Agreement. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other if it believes in good faith that any applicable law, rule, or regulation requires the disclosure, provided that it makes a reasonable effort to give the disclosing party as much advanced notice as may be practicable. On termination or expiration of this Agreement, each party will return or destroy all Confidential Information obtained from the other party and copies thereof.
Non-Solicitation of Employees or Contractors
Except for the Service itself, you will not directly or indirectly, during this Agreement and for a period of two years after its expiry or termination, solicit, engage, employ, contract, or otherwise work in any manner with any person who is or was employed or engaged by us (including our subsidiaries). This obligation applies not only to you but also to each of your directors and principals (where existent). In the event that you or one or more of your directors or principals breach this section, then you agree to pay us a fee of USD 35,000 for each breach (that is, once for each employee) plus any legal costs incurred by us in recovering such fees from you. You acknowledge that the two-year period mentioned above is no greater than is reasonably required to protect goodwill in the business.
Other Terms and Conditions
- These agreement terms are applicable for all future purchases of our service(s) in lifetime. Hence, no further agreement(s) need to be signed until and unless there are any changes in clause(s), which will be mutually discussed and accepted in writing by both parties.
- Any change of signatory authority in the client’s company doesn’t impact this or any future engagement norms until mutually notified and with the agreed consent written by both parties.
- We would like to receive details of who the resource should report to and where he should mail his reports.
Force Majeure Clause
IT Offshore will not be responsible for the non-performance of any or all other obligations under this contract if such non-performance is due to reasons beyond the control of IT Offshore. “Force Majeure” situations are also included in the expression “beyond the reasonable control of IT Offshore”.
Jurisdiction
This agreement shall be interpreted under the laws of India, and both parties agree that any legal action or proceedings relating to this agreement shall be settled in the courts of India.
Limitation of Liability
We will not be liable to you or any other person for any claim arising out of or relating to this agreement or any product or service furnished or to be furnished under this agreement or the use thereof (including but not limited to damage, loss, or corruption of data, service interruptions or errors, inaccurate advice provided to your clients, or loss of profit, business, revenue, goodwill or anticipated savings), even if you have been advised of the possibility of such loss or damage. The aggregate liability of us for any claims, howsoever arising out of or relating to this agreement or any products or services furnished or to be furnished by us under this agreement, will, in any event, be limited to the amount paid by you to us under this agreement for the applicable products and/or services. You acknowledge that we have set our prices and entered into this agreement in reliance upon the limitation of liability outlined in this agreement and that the same forms an essential basis of the bargain between the parties. The parties agree that the limitation of liability specified in this agreement will survive and apply even if any limitation of remedies is found to have failed of its essential purpose. Notwithstanding the foregoing, nothing contained herein will limit your liability for your own willful or wanton conduct.
General Terms for Scope-Based Proposals
Documentation
No documentation will be maintained by IT Offshore. All conversations will be maintained by email. If any documentation is required, the same can be produced as per the customers’ requirements.
On-Site Services
In case consultants need to travel to the client’s location, the client will arrange for air tickets, visas, and accommodation for the consultants. An additional per diem of $100 per day will be paid to cover food and other expenses.
Contract Termination
The contract can be terminated at any time by the client by providing us with written authorization to cease the Service. In case of termination any time before completion of the Application development stage, 50% of the contract value needs to be paid, and in case of termination of the contract any time after the completion of the design stage and before going live, then 90% of the contract value should be paid.
Confidential Information
Each party will maintain all Confidential Information of the other party in strict confidence and will not at any time or for any reason disclose any Confidential Information of the other to any third party without the disclosing party’s prior written consent. Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other to any of its agents or employees who do not participate directly in the performance of its duties or exercise of its rights under this Agreement, and each party will advise its employees who are permitted access to any Confidential Information of the other party, of the restrictions on disclosure and use set forth in this Agreement. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other if it believes in good faith that any applicable law, rule, or regulation requires the disclosure, provided that it makes a reasonable effort to give the disclosing party as much advanced notice as may be practicable. On termination or expiration of this Agreement, each party will return or destroy all Confidential Information obtained from the other party and copies thereof.
Other Terms and Conditions
Any change of signatory authority in the client’s company doesn’t impact this or any future engagement norms until mutually notified and with the agreed consent written by both parties.
Non-Solicitation of Employees or Contractors
Except for the Service itself, you will not directly or indirectly, during this Agreement and for a period of two years after its expiry or termination, solicit, engage, employ, contract, or otherwise work in any manner with any person who is or was employed or engaged by us (including our subsidiaries). This obligation applies not only to you but also to each of your directors and principals (where existent). In the event that you or one or more of your directors or principals breach this section, then you agree to pay us a fee of USD 35,000 for each breach (that is, once for each employee) plus any legal costs incurred by us in recovering such fees from you. You acknowledge that the two-year period mentioned above is no greater than is reasonably required to protect the goodwill in the business.
Scope Limitation and Training Exclusion
The services provided by IT Offshore are strictly limited to consulting, development, configuration, and support as per the agreed project scope. The deployed resources shall not be used for training, coaching, onboarding, or any form of knowledge transfer to client personnel, except for functional or end-user level training focused on how to use the platform effectively. Any other training, coaching, or knowledge transfer activities must be proposed and contracted separately under a formal training engagement with distinct commercial terms.
Force Majeure Clause
IT Offshore will not be responsible for the non-performance of any or all other obligations under this contract if such non-performance is due to reasons beyond the control of IT Offshore. “Force Majeure” situations are also included in the expression “beyond the reasonable control of IT Offshore”.
Jurisdiction
This agreement shall be interpreted under the laws of the UAE, and both parties agree that any legal action or proceedings relating to this agreement shall be settled in the courts and/or tribunals in the UAE.
Limitation of Liability
We will not be liable to you or any other person for any claim arising out of or relating to this agreement or any product or service furnished or to be furnished under this agreement or the use thereof (including but not limited to damage, loss, or corruption of data, service interruptions or errors, inaccurate advice provided to your clients, or loss of profit, business, revenue, goodwill or anticipated savings), even if you have been advised of the possibility of such loss or damage. The aggregate liability of us for any claims, howsoever arising out of or relating to this agreement or any products or services furnished or to be furnished by us under this agreement, will, in any event, be absolutely limited to the amount paid by you to us under this agreement for the applicable products and/or services. You acknowledge that we have set our prices and entered into this agreement in reliance upon the limitation of liability set forth in this agreement and that the same forms an essential basis of the bargain between the parties. The parties agree that the limitation of liability specified in this agreement will survive and apply even if any limitation of remedies is found to have failed of its essential purpose. Notwithstanding the foregoing, nothing contained herein will limit your liability for your own willful or wanton conduct.
Company Information
- Company: The IT Offshore Support Company FZE LLC
- Licence No.: 4923
- Address: Premises No. BLB-BC5-162, AMC – Boulevard-B Building, Ajman Media City, Ajman, United Arab Emirates (Makani No. 4730710293)
- Email: info@itoffshoresupport.com
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