Kondision servis

1.1In these terms: "we", "us" or "visrah" means visrah ltd; "client" or "you" means the person or entity engaging us;

1.2"Services" means software development, cloud infrastructure, technology consulting and related work supplied by visrah; "Deliverables" means the work products identified in a Statement of Work;

1.3"Statement of Work" or "SOW" means a document signed by both parties describing scope, deliverables, timelines and fees; "visrah cloud" means our managed cloud subscription service;

1.4"Confidential Information" means non-public information disclosed by either party in connection with an engagement, in any form, whether or not marked confidential.

2.1These terms apply to every engagement and to the website itself, unless displaced by a separate agreement signed by both parties.

2.2If documents conflict, the following order of precedence applies: first, a signed SOW or service agreement; second, these terms; third, published visrah cloud plan terms; fourth, any website or marketing content.

2.3Requesting or accepting Services, or using the website, constitutes acceptance of these terms.

3.1The scope, timeline and fees for project work are defined in the applicable SOW. Changes to scope are agreed in writing (including by email confirmation) as a documented variation before the additional work begins.

3.2visrah cloud is supplied under the plan and service terms published on the visrah cloud product. We aim for high availability but do not warrant uninterrupted or error-free operation except as expressly stated in those plan terms.

4.1You will provide timely decisions, information, materials, system access and feedback reasonably required for us to perform the Services, and will designate a decision-maker for the engagement.

4.2You confirm that materials you supply do not infringe third-party rights and that their use in the project is lawful.

4.3If inputs you owe us are late, affected milestones shift accordingly and we are not liable for delay or additional cost caused by that lateness.

5.1Fees are as stated in the applicable SOW or cloud plan, exclusive of taxes unless stated otherwise, and payable in the currency stated on the invoice.

5.2Invoices are due within 14 days of issue unless the SOW states another period.

5.3Overdue amounts accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower. We may suspend Services after 7 days' written notice of non-payment, until the account is settled.

6.1Unless the SOW states otherwise, you have 10 business days from delivery to raise substantive written objections identifying the defect. Absent such objections, the Deliverables are deemed accepted.

6.2Acceptance does not waive our warranty obligations for defects not reasonably detectable at acceptance.

7.1We warrant that the Services will be performed with reasonable care and skill; that Deliverables will materially conform to the SOW; and that we have authority to enter into these terms.

7.2If a warranted defect appears, our remedy is to correct or re-perform the affected work at no charge within a reasonable time of notification.

7.3Except as expressly stated in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.1On full payment, ownership of custom Deliverables created specifically for you under the SOW transfers to you, excluding our pre-existing materials identified in clause 8.3.

8.2Until full payment, you receive a limited licence to use the Deliverables internally for your ordinary business.

8.3We retain ownership of pre-existing intellectual property, general-purpose tooling, libraries, templates, methodologies and know-how developed independently of your engagement. Where such components are embedded in Deliverables, you receive a perpetual, royalty-free licence to use them as part of the Deliverables.

8.4You grant us a perpetual, royalty-free right to use suggestions and feedback you provide, without obligation or attribution.

9.1Each party will protect the other's Confidential Information with at least reasonable care, use it only for the engagement, and disclose it only to personnel, advisers or subcontractors who need it and are bound to confidentiality.

9.2These obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or court order (with prompt notice to the disclosing party where lawful).

9.3This clause survives termination of the engagement for 3 years.

10.1Each party complies with applicable data protection law in connection with the Services.

10.2Where we process personal data on your behalf, including within visrah cloud, you are the controller and we act as processor. We will process that data only on your documented instructions, apply appropriate technical and organisational safeguards, and assist you with data subject requests and regulator enquiries. Additional data processing terms are available on request.

11.1We will defend and indemnify you against third-party claims that Deliverables we designed and built, excluding materials or specifications you supplied, infringe intellectual property rights, subject to prompt notice, control of the defence and cooperation.

11.2You will defend and indemnify us against third-party claims arising from materials or data you supply, your use of Deliverables outside their intended scope, or your breach of these terms.

12.1Neither party is liable for indirect, special or consequential loss, including lost profits, lost data, loss of goodwill or business interruption, however arising.

12.2Subject to clause 12.3, each party's total liability arising out of or in connection with an engagement is limited to the fees paid or payable for the relevant Service in the three months preceding the event giving rise to the claim.

12.3Nothing in these terms limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited. Nor does the cap in clause 12.2 apply to the client's obligation to pay properly due fees, or to either party's indemnity obligations under clause 11.

13.1Each engagement runs for the term stated in its SOW or cloud plan.

13.2Either party may terminate an engagement for material breach that remains uncured 14 days after written notice of the breach.

13.3Either party may terminate for convenience on the notice stated in the SOW (or, failing that, 30 days' written notice). visrah cloud subscriptions follow the cancellation terms of the chosen plan.

13.4Either party may terminate immediately if the other becomes insolvent, enters liquidation or ceases business.

13.5On termination you will pay for Services performed to the effective date; we will hand over paid-for Deliverables and, where practicable, work in progress; and clauses whose nature calls for survival (including intellectual property, confidentiality, liability and governing law) survive.

14.1Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, epidemics, or failures of public infrastructure such as power or the internet.

14.2The affected party must notify the other promptly, use reasonable efforts to mitigate, and is excused while the event persists.

14.3If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected SOW without liability beyond payment for work already performed.

15.1These terms and any SOW form the entire agreement on their subject matter and supersede prior discussions, whether oral or written.

15.2Any variation must be in writing and signed by both parties.

15.3If a provision is held invalid, the remainder continues in force, and the parties will substitute a valid provision closest to the original intent.

15.4Neither party may assign these terms without the other's prior written consent, except to a successor in a corporate reorganisation with notice.

15.5We may subcontract work with prior notice where reasonably practicable, remaining responsible for subcontractors' performance.

15.6Notices must be in writing to the other party's last known email or registered address.

15.7The parties are independent contractors; nothing creates employment, agency or partnership.

15.8A waiver is effective only if written and applies only to the specific instance.

16.1These terms are governed by the laws of Mauritius.

16.2Before litigating, the parties will attempt to resolve any dispute by good-faith discussion between senior representatives for 30 days from written notice of the dispute.

16.3Disputes not resolved by negotiation fall under the exclusive jurisdiction of the courts of Mauritius.

16.4Questions about these terms can be sent to info@visrah.mu.