Magento Services Karachi

1. PROVISION OF SERVICES.

1.1. Services and Deliverable. Magneto (or its third-party service provider) will provide to Client the services (“Services”) and/or materials (“Deliverable”) as described on each SOW that references these Terms. Unless otherwise set forth in a SOW, Deliverable are deemed accepted upon delivery by Magento.

1.2. Change Requests. Either party may request changes to the Services in accordance with a mutually agreed change request which sets forth details regarding the requested change and any applicable adjustment to fees and schedule (“Change Request”), however Magento is not required to perform any Services described in the Change Request unless both parties agree to it in writing.

1.3. Personnel. The selection, assignment or replacement of personnel to perform the Services is at Magento’s sole discretion and Magento reserves the right to replace any such personnel at any time with different personnel with equivalent skills. If at any time Client is dissatisfied with the material performance of any assigned personnel, Client shall promptly report such dissatisfaction to Magento in writing and may request a replacement. Magento shall use reasonable efforts to replace such personnel (which shall be subject to staffing availability).

1.4. Delays. If any Services, in whole or in part, cannot be provided by Magento on a timely basis for reasons caused by Client (including, without limitation, Client’s failure to provide necessary information, access or equipment or Client’s rescheduling requests), (i) Client will be charged for such delays unless the assigned personnel can be redeployed elsewhere, and (ii) any timeframes for performance set forth in the SOW shall be extended on a day for day basis for the duration of the delay.

2. FEES AND EXPENSES.

2.1. Fees and Expenses. Client will pay Magento for the Services as set forth in the SOW (“Fees”).  Client will be responsible for all taxes resulting from the performance of the Services other than taxes on Magento’s income. Magento will invoice Client for expenses incurred as a result of performing Services if so agreed in the SOW.

2.2. Payment of Fees and Expenses. The fees, charges and/or expenses invoiced in accordance with this Section 2 shall be payable by Client within thirty (30) days of the date of each invoice unless different payment terms are set forth in the SOW. If any Fees remain unpaid following ten (10) days’ written notice of delinquency to Client, Magento shall have the right to (i) suspend performance of the Services until all such Fees are paid in full, and/or (ii) collect interest on such unpaid Fees at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower; provided, however, that the provisions of (i) and (ii) shall not apply to any Fees which are subject to a good faith dispute if Client is actively working with Magento to resolve such dispute.

3. CONFIDENTIALITY AND LICENSE RIGHTS.

3.1. Confidentiality.

3.1.1 Confidential Information. “Confidential Information” means any information which is disclosed by a party (“Discloser”) in connection with this Agreement, directly or indirectly, in writing, orally or by drawings or inspection of equipment or software, to the other party (“Recipient”) or any of its employees or agents and that is designated or marked as “confidential” or “proprietary” at the time of disclosure or that, based on the circumstances surrounding the disclosure, the Recipient knows or reasonably should know is considered confidential. The restrictions on disclosure set forth in this Section shall not apply to Confidential Information which: (a) becomes publicly known without breach of this Agreement; (b) the Recipient can show by written records was rightfully in its possession prior to the disclosure by the Discloser or becomes rightfully known to the Recipient without confidential or proprietary restriction from a source other  than the Discloser; (c) is approved for disclosure without the restriction in a written document which is signed by a duly authorized officer of the Discloser; or (d) is independently developed by the Recipient prior to the Effective Date.