Terms Of Services
By clicking “Checkout” and agreeing to purchase goods and/or services through this website, you are delivering a purchase order and agree to the following:
You expressly grant permission to Searce Cosourcing Services Private Limited (hereinafter referred as ‘SEARCE”) to service your Google Apps account.
You hereby agree to be bound by and subject to the Terms of Service at all times. You acknowledge that the Terms of Service may be modified from time-to-time by SEARCE, but any such modifications to the Terms of Service only apply to new sales agreed to in writing (including via email) after such modifications are posted to www.searceapps.com
You hereby agree to accept the Google, Inc. Terms of Service prior to using any Google Apps or any other products or services provided by Google, Inc. You hereby acknowledge and accept the Google, Inc. service level agreement as provided in the Google, Inc. Terms of Service or otherwise provided by Google, Inc. to you.(ref Annexure 1)
Payment for any products or services purchased by clicking “Checkout” is due in full prior to SEARCE provisioning your account with any products or services. Google, Inc. and SEARCE products and services are non-refundable. If any credit or debit card payment made by you for any products or services is at any time the subject to any credit or debit company hold or recovery, SEARCE reserves the right to discontinue all services and recover, or otherwise terminate your use of, any products delivered to you. You acknowledge that SEARCE may change the pricing of any products or services without notice prior to acceptance of ” Terms of Service ” from you.
No other order confirmation or other document issued by you shall be binding upon SEARCE.
You have determined prior to purchase that you have sufficient authentication privileges within your organization to purchase or use these products. This includes administrator level access, access to MX records and necessary required hardware.
Scope & Application
These Terms of Service are between you (defined herein as the “Client”) and SEARCE, an IT services outsourcing company with principal office located at 31 Arham, Subhash Road, Rajkot 360 001, INDIA. These Terms of Service apply to any purchase of product or service from SEARCE through the website – www.searceapps.com.
All purchases are final, non-cancelable and non-refundable.
SEARCE shall perform the services set forth in the checkout document Client executed while ordering. All work will be performed professionally and in accordance with industry standards. Client acknowledges that certain products are provided by SEARCE as an authorized reseller of the software or hardware vendor who develops and markets such software or manufactures such hardware products and with respect to such products, SEARCE is solely acting as an authorized reseller of such products and does not make any representations or warranties or have any obligation to Client with respect to such products other than the delivery of such products or services related to the product as set forth in the Checkout document and such support as may be provided. For third party product specific terms please refer – Annexure1.
SEARCE cannot perform and is not responsible for servicing your end user or administrator workstations, servers or connected devices, including, but not limited to, hardware, operating system software, operating system patches, frameworks, platforms, databases, directories, files, printers, mobile devices, browsers, browser plug-ins, or anything else other than the products purchased when you click “Checkout”. For any Searce Add-on products or services, you are responsible to supply and support all server and network hardware and software, including but not limited to operating systems and directory services software.
These Terms of Service shall remain in effect until terminated by their terms.
Client shall pay SEARCE the compensation as set forth in the Checkout Terms. Google, Inc. and SEARCE products and services are non-refundable.
The service fees charged by SEARCE towards setup or migration support in all events is non refundable.
Renewal: The Google Apps has an annual term. At the end of the term the agreement will be automatically renewed and Client will pay SEARCE the then-current yearly Fees for Google Apps For Business for each renewed End User Account. Client may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Searce. If Client wishes to discontinue the services, they shall communicate in writing to SEARCE their desire to discontinue the services at least five business days before the date of expiry of the term. In absence of such communication from Client, SEARCE will renew the subscription for Google Apps services for the Client.
Taxes: The Client is responsible for any Taxes and Customer will pay SEARCE for the Services without any reduction for such amounts. If SEARCE is obligated to collect or pay Taxes, the Taxes will be invoiced to Client, unless Client provides SEARCE with a valid tax exemption certificate authorized by the appropriate taxing authority. If Client is required by law to withhold any Taxes from its payments to SEARCE, Customer must provide SEARCE with an official tax receipt or other appropriate documentation to support such payments.
Delinquent Payments: Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by SEARCE in collecting delinquent amounts, except where such delinquent amounts are due to SEARCE’s billing inaccuracies.
Employee Non hire
During the term of these Terms of Service and for twelve (12) months from the termination of these Terms of Service for any reason, Client shall not: (1) recruit or encourage, directly or indirectly, any SEARCE employees, agents or independent contractors to leave SEARCE’s employ or discontinue doing business with SEARCE, or (2) hire any SEARCE employee, agent or contractor with whom Client had material contact under these Terms of Service during the 12 month period prior to termination of these Terms of Service to perform services for Client similar to the services performed by such employee, agent or contractor for SEARCE while employed or retained by SEARCE.
SEARCE may communicate with Client regarding all notices, certificates, acknowledgments or SEARCE Services or any other communication by means of electronic communications, including sending electronic mail to the email address Client provides to SEARCE. Client agrees that SEARCE may communicate by means of electronic communications the following: these Terms of Service (and revisions or amendments), notices or disclosures regarding the SEARCE Services or any Services Agreement and any other matter relating to your use of the SEARCE Services or any software or hardware products provided by SEARCE. Client should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Electronic communications shall be deemed received by Client when SEARCE sends the electronic communication to the email address Client provided to SEARCE at the time of purchase or as revised by Client thereafter in accordance with the Terms of Service. For those communications or records that SEARCE is otherwise required under applicable law to provide in a written paper form to Client, Client agrees that SEARCE may provide such communications or records by means of electronic communications. The following additional terms will apply to such electronic communications: (a) Client may contact us through the SEARCE contact page to request another electronic copy of the electronic communication without a fee; (b) Client may request a paper copy of such an electronic communication and SEARCE reserves the right to charge a fee to provide such paper copy; (c) Client may contact SEARCE through the contact page to update its registration information used for electronic communications or to withdraw consent to receive electronic communications; and (d) SEARCE reserves the right to terminate Client’s use of the SEARCE Services if Client declines or withdraws consent to receive electronic communications from SEARCE.
Intellectual Property Rights
Neither party shall have any right to the intellectual property of the other. Each party warrants to the other that it is the owner of its respective patterns, software, workflow platform, designs, trademarks, and trade dress in its respective property and advertising and sales materials, and each party shall indemnify and hold the other party harmless from any claim made or damages suffered by reason of any breach of this warranty
The Terms of Service sets forth, in full, the entire agreement of the parties in relation to the subject matter hereof, and any other agreement, representation, or understanding, verbal or otherwise, relating to professional services of Searce is hereby deemed to be null and void and of no force and effect. This agreement may be waived, changed, modified, or amended only by written agreement executed by both of the parties hereto. If any provision of this agreement shall be deemed in conflict with any statue or rule of law, such provisions shall be deemed modified to be in conformance with said statute or rule of law.
Severability and Enforceability
If any term or provision of these Terms of Service shall be held invalid or unenforceable, then such term or provision shall be deemed to be modified to the extent and in the manner necessary to render it valid and enforceable, or if the term or provision cannot be so modified, it shall be deemed stricken from this Agreement and the remainder of these Terms of Service shall not be affected thereby and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law.
The Terms of Service may be terminated by either party with or without cause, upon not less than 30 days written notice of termination to the other party (however, prior to a Client providing notice of termination, the Client must make full payment of any amounts due to SEARCE). In the event Client fails to make any timely payment as per Terms of Service, SEARCE may cease performing Services or terminate these Terms of Service effective upon written notice to Client.
The provisions of these Terms of Service by their nature extend beyond the expiration or termination of these Terms of Service shall remain in effect beyond such expiration or termination until fulfilled and shall apply to either party’s successors or assigns.
Customs Duties & Export
Products licensed or sold to you under these Terms may be subject to export control laws and regulations in the Territory or other relevant jurisdiction where you take delivery or use them. You shall be responsible for complying with those laws and will not do anything to breach them.
If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Products by you, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand. Failure so to do shall not entitle you to withhold or delay payment of the price. Any additional expenses or charges incurred by us resulting from such failure shall be met by you.
No waiver of a violation of these Terms of Service shall constitute waiver of the Terms of Service. Any failure or delay on the part of either party to exercise any remedy or right under these Terms of Service shall not operate as a waiver. The failure of either party to require performance of any of the terms, covenants or provisions of these Terms of Service by the other party shall not constitute a waiver of any of the rights under the Terms of Service. No covenant or condition of the Terms of Service may be waived except by the written consent of the waiving party.
Any waiver of any party hereto with regard to any of its rights hereunder shall be in writing and shall not constitute or act as a waiver to any future rights that such party might have hereunder.
Limitation of Liability; Disclaimer of Warranty.
Limitations and cap on liability. Searce provides the services, deliverables and any software or hardware products (collectively, “products”) delivered pursuant to the service agreement or any statement of work or order form on an “as is” basis without any warranty whatsoever.
Searce does not assume any responsibility for the proper installation and use of the services or any products. For the avoidance of doubt, in no event does Searce warrant that any Searce existing software, other deliverables or products licensed or otherwise provided to client as part of the Searce services will operate uninterrupted or will be free from minor defects or errors or that the applications contained in the Searce existing software, any deliverables or other products are designed to meet all of client’s or its authorized affiliates’ business requirements. In any event that the Searce services, any deliverables or other products do not operate as intended, Searce’s sole responsibility, and client’s sole remedy, is for Searce to make commercially reasonable efforts to remedy any defects, on a time and materials basis. Searce expressly disclaims all representations, warranties or guarantees, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement, except to the extent that any warranties implied by law cannot be validly waived. No oral or written information (unless such written information is signed by an authorized officer of Searce) or advice given by any Searce employee or representative shall create any warranty and client may not rely on such information or advice. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy. Searce makes no warranties or representations with respect to any third party software provided as part of, or in connection with, any Searce services, deliverables or other products. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to client. In that event, to the extent permissible, any implied warranties are limited in duration to ninety (90) days from the date of initial delivery of the applicable Searce services. The Searce services, deliverables or other products are not fault tolerant and are not designed or intended for uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the services, deliverables or other products could lead to death, personal injury or environmental damage. Anything to the contrary herein or in any other service agreement, statement of work or order form notwithstanding the maximum liability of Searce or its employees, agents or contractors (and client’s maximum remedy) with respect to Searce services, deliverables or other products provided or to be provided under these Terms of Service or with respect to any claim of any kind arising out of or related to these Terms of Service shall in no event exceed the total fees paid by client to Searce pursuant to the Terms of Service within the one (1) month immediately preceding the date of the event giving rise to any claim of liability by client against Searce or its employees, agents or contractors. In no event shall Searce or its employees, agents or contractors be liable (and client shall have no remedy) (i) under any theory including contract or tort (including negligence and strict products liability) for any indirect, incidental, special or consequential damages 0r exemplary or punitive damages, or (ii) for damages for loss of data, unavailability of data or the system, loss of use of computer hardware, downtime, loss of goodwill, loss of revenue, profits or customers, or software or computer hardware malfunction, even if client has been advised of the possibility of such damages. It is expressly understood and agreed that each and every provision of these terms and conditions which provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the parties to be severable and independent of any other provision and to be enforced as such.
Client (“Indemnifying Party”) agrees to indemnify and hold SEARCE, its affiliates, subsidiaries, corporate parents, officers, owners, directors, attorneys, employees and agents (“Indemnified Party”) harmless against any and all claims, liabilities, fines, penalties, damages, costs and expenses (including, but not limited to attorney’s fees and court costs) arising out of Indemnifier’s or its officers, directors, agents, contractors or employees negligence or act or omission of willful misconduct related to the performance of the terms in the Terms of Service.
Neither party shall assign, transfer, charge or make over or purport to assign transfer charge to make over your rights under these Terms of Service.
The parties will attempt in good faith to resolve any issue, dispute, or controversy arising out of or relating to the Terms of Service.
This Terms of Service shall be governed and the terms and conditions therein construed according to the laws of the State of Texas, without regard to its choice of law provisions. Unless otherwise mutually agreed to in writing all proceedings related to this Agreement and the rights and obligations arising there-from shall be initiated in Texas.
Neither party shall be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its control, including, without limitation, fire, strike, war, riots, acts of any civil or military authority, acts of God, judicial action, or similar cause beyond the control of a party.