Terms of Service
Last Updated: 27th August, 2020
The TERMS & CONDITIONS and Terms of Service apply to your access and use of the content made available to you on our website http://www.ruskinfelix.com or http://www.theruskinfelix.com (the “Website”). Please read these TERMS & CONDITIONS (“the T&C”) carefully. This agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
An individual and/or user and/or recipient of services through Ruskin Felix Consulting, Ruskin Felix Barar or any assigned consultant (the “user”) accessing the Website, services, long term service contracts and one-time provisions of service/products provides his/her/its details/information during the registration or payment of invoice or during the interaction process through the Website, email or any mode of communication where the consultant is active on.
The user by use, application, payment or expression of interest in service/s provided by the Consultant, without written consent ascertains that the user is aware and acknowledges that the T&C govern his/her/its use and service provision contracts with the Consultant or its assignees.
The user is aware and acknowledges that the T&C include and incorporate the policies and guidelines referenced below and consents to be bound by the terms of service for all services provided by the consultant.
The user acknowledges that Ruskin Felix Consulting reserves the right to change and/or revise the T&C at any time by posting any changes or a revised agreement on the Website with the date of such change and/or revision and the user consents to be bound by any such revised and/or updated T&C regarding the terms of service and/or services described or made available by the consultant as per the sole discretion of Ruskin Felix Consulting.
RUSKIN FELIX CONSULTING ENCOURAGES THE USER TO REVIEW THE T&C WHENEVER HE/SHE/IT VISITS THE WEBSITE TO ENSURE THAT THE USER UNDERSTANDS THE TERMS AND CONDITIONS GOVERNING USE OF THE WEBSITE/APP AND/OR SERVICES OFFERRED BY THE CONSULTANT. IF THE USER DOES NOT AGREE TO THE T&C, THE USER SHOULD NOT AVAIL ANY SERVICE PROVIDED BY RUSKIN FELIX CONSULTING. SUCH NOTIFICATION SHOULD BE GIVEN BEFORE AVAILMENT OF ANY SERVICE WITH RUSKIN FELIX CONSULTING OR ITS ASSIGNEES.
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions shall apply to all consultancy, web development research services proposed or provided by the Consultant, which are delivered entirely or partially to the Client.
In these General Terms and Conditions, the following definitions are applicable:
“Client” means the organization, individual or company with whom the Contract is entered into;
“Confidential Information” means any information related to the Engagement disclosed by the Client to the Consultant and by the Consultant to the Client, respectively, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, user-access codes, passwords, login details, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and the Consultant, respectively;.
“Consultant” means.; The user of these Terms and Conditions, the entity Ruskin Felix Consulting headed by Ruskin Felix Barar in his company’s or own capacity;
“Contract” means the contract between the Client and the Consultant which defines the scope of the Engagement and the services to be rendered by the Consultant, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Purchase Order and details of the scope, however the Terms and Conditions may or may not be fully mentioned;
“the Engagement” means any agreement, in whatever form, reached between the Consultant and the Client pursuant to which the Consultant agrees to render services to the Client in exchange for a fee plus costs;
“Force Majeure” means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labor disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority;
“Project” means the services to be provided by the Consultant to the Client as specified in the Purchase Order;
“Purchase Order” means the document (I) setting out the services to be provided by the Consultant to the Client and (ii) listing any documents and the like to be provided by the Client to the Consultant such that the Consultant may perform the Project;
“Subcontractor” means either an affiliate or subsidiary of the Consultant, or an independent contractor, respectively, which is qualified to perform the applicable services as contemplated by the Engagement and the Contract, and has been contracted by the Consultant accordingly, as evidenced by an agreement in writing.
2.1 These General Terms and Conditions govern the provision of all services from or on behalf of the Consultant to the Client and apply to all legal relationships between the Consultant and the Client.
2.2 These General Terms and Conditions supersede any and all oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client.
Failure of the Consultant to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client.
Neither the Consultant’s commencement of performance nor the Consultant’s delivery of services shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by the Consultant, as well as acceptance by the Client of any provision of services from the Consultant shall constitute an unqualified acceptance by the Client of these General Terms and Conditions even if not in written format.
2.3 By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of all agreements between itself and the Consultant, even if this is not expressly stated.
- PERFORMANCE OF THE PROJECT
3.1 The Consultant shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 The Consultant shall complete the Project with reasonable skill, care and diligence in accordance with the Contract.
3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of amendment to the Engagement and/or the services to be provided thereunder after conclusion of the Engagement, any additions to the initial scope or changes due to unforeseen circumstances might alter the time schedule allocated for the performance of the engagement.
3.4 In case of any change of circumstances under which the Engagement is to be performed which cannot be attributed to the Consultant, the Consultant may make any such amendments to the Engagement as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the client.
3.5 The Consultant may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the Engagement, if and in so far as the Consultant believes that such replacement would benefit the performance of the Engagement.
3.6 The Consultant shall provide the Client with such reports of his work on the Project at such intervals and in such form as the Client may from time to time require. This can also be done through modern modes of communication via email, fiverr platform or WhatsApp.
The Client has the right to notify the Consultant that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project. If no written agreement has been clearly made, the consultant shall try to fulfill the same on the best effort basis.
The Consultant shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that the Consultant shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to the Consultant.
- CLIENT’S OBLIGATION
5.1 The Client shall at all times duly make available to the Consultant all information and documents that the Consultant deems necessary to be able to carry out the Engagement correctly, in the specified form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement. Any delay caused on the part of the Client shall not be allocated to the consultant as the consultant will have other engagements to cater to as well and thus new timelines shall be brought into effect after due consultation with the consultant.
5.2 In conditions of on-site consultancy services, the Client guarantees that Consultant’s employees can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules, and shall indemnify and hold harmless the Consultant against all loss, expense or damage arising from or relating to this guaranty by the Client.
5.3 The Client shall duly inform the Consultant of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
5.4 Furthermore, the Client shall guarantee the correctness, completeness and reliability of any information provided to the Consultant.
5.5 In a case of a web development project, it is the obligation of the client to provide access to the consultant to work on the project at all times. The consultant will not hold responsibility for the content or project if such access is not given or revoked and will not be liable for any changes made to the project during this time.
- FEES AND EXPENSES
6.1 The Client shall pay to the Consultant fees at the rate specified in the Invoice made available by the Consultant through the applicable mode of payment like PayPal, Stripe, and for clients on http://www.fiverr.com through the Fiverr Portal only.
6.2 Unless otherwise stated in the Contract, the Consultant shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
6.3 Unless otherwise stated in the Contract, payment will be made within 1 day of receipt of an invoice, submitted monthly in arrears, for work completed.
6.4 Value Added Tax, where applicable, shall be shown separately on all invoices.
6.5 Any extra costs arising from or related to any delays in the completion of the Engagement stemming from the failure of the Client to duly make available to the Consultant the requested information and documentation, shall be fully borne by the Client.
There are two types of contracts entered into by the Consultant:
- Long term service contracts
- One-time service Contracts
7.1 Long term service contracts: Any long-term contracts will be refundable within 7 days of payment of invoice. This is applicable for all monthly, Hal yearly, quarterly, and annual service contracts
7.2 One Time service Contracts: For any one-time service contracts or sales, the refunds request can be done within 7 days from date of payment. Provision of service as per the contract or engagement will be done, however, due to the element of variability of different service contracts, refunds can be allowed from date of payment of invoice and not date of provision of service on a case-by case basis.
Payment shall be into the bank account mentioned in the invoice or payment details given if through online payment modes.
8.1 The Consultant shall keep secret and not disclose and shall procure that his employees keep secret and not disclose any Confidential Information obtained by him during the performance of the Project. The foregoing shall not apply to information which (I) is or becomes part of the public domain without fault on the part of the Consultant; (ii) was already known by the Consultant, other than under an obligation of confidentiality, at the time of disclosure by the Client; (iii) is lawfully acquired by the Consultant from a third party on a non-confidential basis; or (iv) the Consultant is required to disclose pursuant to any law, lawful governmental, quasi-governmental, judicial order or for settlement purposes.
8.2 Except with the prior written permission of the Consultant, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by the Consultant, unless these have been provided with the intention of providing third parties with the information set out therein. Furthermore, the Client shall not disclose any of the Consultant’s methods and work strategies without the Consultant’s written permission.
8.3 The provisions of this Article 8 shall apply during the term of the Contract and for a period of five (5) years thereafter from date of completion of engagement.
- WARRANTIES, LIABILITY AND INDEMNIFICATION
9.1 The Consultant, and any person put forward by the Consultant to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does the Consultant, or any person put forward by the Consultant to perform the Project, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
9.2 The Consultant, nor any person put forward by the Consultant to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project and/or developed asset results by the Client, The Client shall indemnify the Consultant accordingly.
9.4 Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, the Consultant’s liability shall in aggregate not exceed the 50% fee for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
- TERM AND TERMINATION
10.1 Any times or dates set forth in the Contract for provision or completion by the Consultant of the services under the Project are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Engagement may change during the course of said performance. In no event shall the Consultant be liable for any delay in providing these services.
10.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party:
(I) is in default with respect to any material term or condition to be undertaken by it in accordance with the Engagement and / or the provisions of the Contract, and such default continues unremedied for a period of thirty (30) days after written notice thereof by the aggrieved party to the defaulting party;
(ii) is affected by a Force Majeure which cannot be removed, overcome or abated within three (3) months; or
(iii) shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (90) days after appointment).
10.3 If the Client issues a termination notice, the Client shall be obliged to pay the Consultant a compensation equal to the agreed fees unless the refund request is received before the period of 7 (seven) days from date of payment.
10.4 In case the Consultant cannot be reasonably expected to complete the works due to unforeseen circumstances, the Consultant may unilaterally terminate the Contract and the Engagement. The Client shall be liable for payment of an amount corresponding to the fees due for services already performed, while being entitled to receive the (preliminary) results of the services already performed, without the Client being entitled to derive any rights therefrom.
The Consultant shall perform the Contract as an independent contractor and shall not be the servant or agent of the Client.
Any notice given under or pursuant to the Contract shall be given in writing and shall be given by mail, registered mail or by facsimile transmission to the other party at the addresses mentioned in the Purchase Order (if any), or to such other address as a party may by notice to the other have substituted therefore. Any such notice shall be deemed to have been received on the 5th business day following the date of its mailing if sent by (registered) mail within India, on the 14th business day following the date of its mailing if sent by (registered) mail outside India.
- OBSERVANCE OF LEGAL REQUIREMENTS
13.1 The Consultant shall carry out his obligations under the Contract in a manner that conforms to relevant legal requirements.
13.2 Without prejudice to the generality of Article 13.1, in carrying out his obligations under the Contract the Consultant shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.
- GOVERNING LAW AND JURISDICTION
14.1 All disputes which cannot be settled amicably shall be referred to the applicable courts in India, and the party’s consent to the jurisdiction of the courts there.
14.2 The Contract is governed by and interpreted in accordance with the laws of India.
- FORCE MAJEURE
Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.
- INTELLECTUAL PROPERTY
All results generated by the Consultant in the Project, including reports, websites, assets and resources, other documents and materials, shall become the property of the Client, unless expressly written and agreed upon. The Consultant shall provide all reasonable assistance such that the Client may apply for patents, copyrights and other intellectual property rights in respect of these results for assets agreed to be shared.