1. Agreement / Contract
Commencement of work by Vivify Software and Solutions Pvt Ltd. is contingent upon the client's formal approval, which shall be treated as a binding contractual agreement between both parties. Such approval may be conveyed either through an email confirming the quotation (with the quoted document attached) or by the client's physical or digital signature on the quotation document.
Note: Payment of the advance amount shall be interpreted as the client's acknowledgment and acceptance of these terms and conditions, and shall serve as authorization to initiate the work.
2. Complimentary Post-Delivery Support & Maintenance
Vivify Software and Solutions Pvt Ltd. extends complimentary technical support and maintenance for a period of 3 to 6 months from project delivery, applicable to the following categories of issues:
- Errors or bugs originating from server-side scripting or programming
- Logical defects or computation-related inaccuracies
- Connectivity failures or API integration discrepancies
Note: Complimentary support and maintenance shall not be applicable when errors or defects arise as a result of external factors. Examples of such external factors include, but are not limited to:
- Downgrades or upgrades to servers, software, applications, or extensions
- Alterations to the delivered code or applications by any third-party individual or service provider
- Changes in operating system or browser versions, whether through upgrade or downgrade
- Any other circumstance not directly attributable to a shortcoming in Vivify Software's deliverables
3. Visual Assets: Photography and Graphics
In the course of developing web and mobile applications, Vivify Software may incorporate stock photographs and visual assets. Such images and graphics procured from licensed stock libraries are generally not factored into the initial quotation and will be itemised and billed separately. Vivify Software will ensure the client is notified of the specific stock images to be used along with their associated costs prior to generating any invoice.
4. Browser Compatibility
Vivify Software endeavours to build web interfaces that function seamlessly across the most widely used contemporary browsers, including the latest stable releases of Google Chrome, Apple Safari, Microsoft Edge, and Mozilla Firefox. That said, Vivify Software does not warrant compatibility with browser versions released subsequent to the completion of the project. Support for deprecated or legacy browser versions is also not included. Clients are advised to maintain up-to-date browser installations for an optimal user experience.
5. Services Excluded from Scope: Marketing
The following marketing-related services are expressly outside the scope of any project deliverable unless explicitly documented in a separate written agreement:
- A guaranteed number of application downloads
- A defined volume of user impressions for the application
- A specific number of user reviews, ratings, or feedback submissions
Note: Should the client require any of the above, a distinct agreement must be executed, and supplementary charges will apply.
6. Post-Launch Web and Mobile Application Maintenance
The services listed below fall outside the project scope and will be billed independently following the go-live of the web or mobile application, unless an alternative arrangement has been mutually agreed upon in writing:
- Addition of new features or functional modules
- Logical adjustments or refinements not previously scoped or approved by the client
- Modifications to content presentation, front-end layout, or design elements not included in the original project plan
7. Content Responsibility
Upon delivery of the web or mobile application, the client assumes complete responsibility for all content, information, and media published on the platform. In the event that inaccuracies or omissions in the content are attributable to actions taken by the Vivify Software team during the upload or publication phase, such issues will be rectified upon being brought to the attention of a designated Vivify Software representative.
8. Client-Supplied Materials
All materials furnished by the client shall remain exclusively the property of the client. Vivify Software and Solutions Pvt Ltd. operates under the assumption that such materials are legitimately owned by the client and are free from any copyright infringement. Vivify Software and Solutions Pvt Ltd. shall bear no responsibility and will not be held liable for any claims, legal proceedings, financial losses, or reputational harm that may arise from the use of materials provided by the client.
9. App Store and Play Store Account Registration
Where requested, Vivify Software may assist in identifying suitable application names and completing the registration process on relevant platforms. Any App Store or Play Store account registered by Vivify Software on behalf of the client shall remain under the ownership of Vivify Software until all fees associated with the registration services and related costs have been paid in full. Transfer of ownership to the client shall be executed only upon receipt of complete payment.
Note: This clause applies exclusively to accounts registered by Vivify Software and Solutions Pvt Ltd. upon the client's request. It does not govern accounts that the client has independently registered or already owns.
10. Travel Time and Associated Expenses
Time spent travelling to and from the client's location is not ordinarily factored into project estimates. Where an in-person meeting necessitates travel, all related costs shall be borne by the client, or as otherwise mutually agreed upon by both parties.
11. Third-Party Services, Add-Ons, and Applications
All expenses pertaining to third-party add-ons, tools, platforms, or services required for the execution of the project are the sole financial responsibility of the client. Payment for such expenses must be made to Vivify Software in advance of initiating any formal registration, application, or integration process. Non-exhaustive examples of such costs include:
- Registration fees for App Store and Play Store accounts
- Development costs related to web service integration
- Charges for incorporating supplementary modules
- Third-party Software Development Kits (SDKs) specified by the client
- External APIs to be embedded within the application
- Third-party plugins, software tools, applications, widgets, or services requested by the client
- Setup fees and periodic charges associated with payment gateway integration
Vivify Software shall not be held accountable for any recurring subscription fees or ongoing costs related to third-party services following the initial setup or integration phase.
12. Portfolio and Promotional Use
Unless expressly negotiated otherwise, Vivify Software and Solutions Pvt Ltd. reserves the right to feature the client's name and brand identity, including logos, within its portfolio, marketing collateral, and promotional content. This right applies regardless of whether any specific deliverable — including design, development, or digital marketing — has been completed for the client. This clause takes precedence over any previously executed agreements or non-disclosure agreements (NDAs), unless a subsequent written arrangement explicitly restricts such usage.
13. Quotations and Pricing Validity
The quoted price is applicable solely to the scope of work outlined in the proposal document. Any changes or additions requested by the client after the project has commenced will be assessed independently, and a separate quotation will be issued for such additional work. Revised timelines may also be required in such cases. All cost estimates and quotations are valid for a maximum of one calendar month from the date of issue, unless a different validity period has been mutually agreed upon.
14. Accepted Payment Methods
For International Clients (Outside India):
- International Wire Transfers
- Credit or Debit Card Payments
- PayPal
For Domestic Clients (Within India):
- NEFT (National Electronic Funds Transfer)
- RTGS (Real-Time Gross Settlement)
- UPI (Unified Payments Interface)
- IMPS (Immediate Payment Service)
- Physical cheques dispatched to the registered office address
Note: All payments are to be remitted in accordance with the agreed terms and are subject to applicable taxes and any transaction-related fees.
15. Payment Terms and Conditions
- A payment schedule tied to project milestones shall be mutually agreed upon between the client and Vivify Software and Solutions Pvt Ltd.
- Unless otherwise specified on the invoice, payment is due within 14 calendar days from the invoice date.
- Publication or deployment of web and application pages or screens shall occur only after full payment is received, unless a separate arrangement has been agreed in writing.
- Non-receipt of payment may result in the removal of previously published content. Restoration of the web or mobile application shall attract a minimum reinstatement fee of USD 100 or its equivalent in Indian Rupees.
- Invoices that remain unpaid beyond the 14-day payment window will attract a late payment surcharge of USD 200 or its equivalent in Indian Rupees for every week of continued delay.
- In the event of payment delays, Vivify Software reserves the right to suspend ongoing work. The client agrees that such suspension releases Vivify Software from any obligation to adhere to previously agreed project timelines.
16. Project Cancellation Policy
Either party retains the right to terminate the project at any stage.
- If the client initiates the cancellation, any payments received may be partially refunded after deducting the upfront initiation amount and payments corresponding to milestones already completed.
- If Vivify Software and Solutions Pvt Ltd. initiates the cancellation, any payments made may be partially refunded after deducting USD 15 per hour for all hours expended on the project. This includes, but is not limited to, time invested in project discussions, requirements gathering, planning, documentation, initiation, and execution phases. Upon settlement of all financial obligations, Vivify Software shall transfer to the client all completed documents, design assets, and application files produced up to the point of cancellation.
17. Client Responsiveness and Delayed Feedback
Vivify Software and Solutions Pvt Ltd. is committed to delivering projects within the stipulated timelines. However, where the client causes unreasonable delays by failing to provide requisite feedback, information, or data in a timely manner, Vivify Software shall be absolved of its obligation to meet the originally agreed deadlines. If the client does not furnish the necessary information within 20 working days, Vivify Software reserves the right to treat all payments received as full and final settlement for work completed, with no further obligation to refund or continue.
Furthermore, if the client remains unresponsive or unreachable for a continuous period of 20 working days, Vivify Software and Solutions Pvt Ltd. shall be under no obligation to deliver project files or resume work. The client acknowledges that non-compliance with this requirement may lead to project delays and permanent forfeiture of all payments made.
18. Project Timelines and Scope Changes
The client acknowledges that originally agreed timelines cannot be upheld if the project scope is revised after the scope document has been finalised. For each change request introduced by the client, the agreed timeline must be extended by a minimum of one week. The client consents not to introduce new requirements without accepting a corresponding extension to the project schedule.
19. No Claim on Business Revenue or Sale Proceeds
Upon receipt of the full agreed project payment, Vivify Software and Solutions Pvt Ltd. relinquishes all rights to claim any share of the client's business profits or any proceeds generated from the potential sale or transfer of the client's business to another entity.
20. Intellectual Property and Copyright Ownership
All creative and technical materials developed during the course of the project — including but not limited to design assets, artwork, and source code — remain the intellectual property of Vivify Software and Solutions Pvt Ltd., unless a specific written agreement to the contrary has been executed by both parties.
The client retains ownership of the following:
- Logos, Graphics, Photographs, and Images provided by the client: The client holds full and exclusive rights to any visual assets they supply to Vivify Software for use in the project.
- Web & Mobile App Interface, PSD Files, and Design Creatives: Ownership of these assets transfers to the client only when a custom, exclusive-rights design has been specifically ordered and agreed upon.
- Programming Files and Source Code: The client gains exclusive rights to the source code and programming files only when the project has been contracted with exclusive intellectual property rights.
In the absence of a specific written agreement granting exclusive rights, the intellectual property rights — encompassing designs, programming, and source code — shall remain vested in Vivify Software and Solutions Pvt Ltd.
21. Source Code Ownership and Reusability
Unless a separate written agreement states otherwise, Vivify Software and Solutions Pvt Ltd. retains full ownership of the source code and all associated intellectual property rights and reserves the right to repurpose or reuse the code across other projects.
(Clauses 22 through 25 apply exclusively to a Single App Store & Play Store Non-Exclusive License arrangement.)
22. Single App Store & Play Store License
Unless an alternative arrangement has been agreed upon, the client is authorised to deploy the delivered applications on a single App Store, a single Play Store, and a localhost environment. Should the client intend to operate distinct web and mobile applications across multiple App Store or Play Store accounts, a separate licence must be procured for each additional platform.
23. License Duration
The licence issued for deployment on a single App Store and Play Store carries a validity period of one year. This clause is applicable exclusively to products developed and delivered by Vivify Software and Solutions Pvt Ltd.
24. Licence Renewal Terms
A renewal or recurring licence fee is applicable upon expiration. Should the client wish to continue operating the same web or mobile application on the App Store and Play Store beyond the initial licence period, a separate licence must be procured for each platform accordingly.
25. Utilisation of Proprietary Encrypted Framework
Unless otherwise mutually agreed, Vivify Software and Solutions Pvt Ltd. may employ its proprietary development framework — which is distributed in an encrypted code library format — when building web applications. This framework is designed to protect the intellectual property embedded within the source code, accelerate development turnaround, and minimise bugs. The client will be furnished with comprehensive documentation describing how to use the framework's code library functions. This documentation enables other qualified programmers to extend or modify the web or mobile application's functionality as needed.
Vivify Software's proprietary framework encompasses a set of functions pertaining to database management, image and file handling, pagination, form generation, and related operations. While these functions bear a resemblance to standard PHP functions in appearance, they utilise a distinct syntax. Competent PHP developers can typically familiarise themselves with this framework within 2 to 4 working days.
General Disclaimer and Limitation of Liability
Under no circumstances shall Vivify Software and Solutions Pvt Ltd. be held liable to the client or any third party for indirect, incidental, consequential, or special damages — including loss of profits, savings, data, or business opportunities — arising from the use of, or inability to access, the web pages or web and mobile applications developed, even if Vivify Software has been forewarned of the potential for such losses. While every reasonable effort is made to ensure the accuracy of published information, Vivify Software shall not be held responsible for inadvertent errors, and its liability shall be limited to correcting any such inaccuracies.
Should Vivify Software and Solutions Pvt Ltd. choose to waive any provision of these terms on a case-by-case basis, such waiver shall not invalidate the remaining provisions, nor shall it create an obligation to extend the same waiver in the future.
Acceptance of these terms and conditions does not diminish or override any statutory rights afforded to the client under applicable law. Vivify Software and Solutions Pvt Ltd. reserves the right to amend or update these terms and conditions at any time; however, agreements executed prior to any such amendments shall remain governed by the terms in force at the time of execution. For any queries or clarification regarding these terms and conditions, clients are encouraged to reach out to us directly.