Definitive Concept Service Agreement
This service agreement covers Products and Services designed, developed and sold by Definitive Concept to its customers. Usage of Definitive Concept products and services means acceptance of the terms and conditions listed in this agreement.
Definitive Concept Operational Entities and Reference
Definitive Concept ltd. markets Cloud Services under “Definitive WebHost”. “Definitive Thinking” is the consultancy and unique technologies division of Definitive Concept. “Definitive Shop” is the online Information and Communications Technologies division of Definitive Concept. Software Development, Web Design, Photography, SEO and eMarketing services are marketed under “Definitive Concept”.
Definitive Concept Makes use of technologies from Microsoft, Amazon and Alphabet which are owners of their respective trademarks.
For the purpose of this agreement, Definitive Concept and all the divisions, employees, trade names and brands it operates upon will be referred to as either “Definitive Concept” or “Company”. Person(s), Companies and/or Organisations contracting Definitive Concept for any paid work will henceforth be referred to as ‘Client’.
Cloud / Server Hosting
Definitive Concept makes use of hybrid technologies from Azure (Microsoft), AWS (Amazon), Liquidweb and other providers to offer clients the services it lists.
Web Hosting Services provided by Definitive Concept must only be used for lawful purposes. Usage of resource for mass mailing, irc or as a file server are strictly prohibited. It is the customer’s exclusive responsibility to backup and safeguard their data. In the event of a breach and/or hardware failure, Definitive Concept cannot be held liable in any way to direct and indirect damages incurred by the customer.
Services by Definitive Concept cannot be be resold to third parties unless express consent is obtained by the Definitive Concept board of directors.
Intellectual Property
Any Service or Product developed and marketed by Definitive Concept is the property of Definitive Concept unless stated otherwise. Services and Products made by Definitive Concept cannot be broken in parts, reverse engineered or resold in parts or whole unless express consent is obtained by the Definitive Concept board of directors.
Once Definitive Concept turns over the end result of the contracted work, including any necessary files, the client will be responsible for the safekeeping of their safekeeping. Under Mauritian laws, Definitive Concept is nor required and will not keep copies or backups of work for longer than necessary.
The Client will own the end-product developed by Definitive Concept along with all files and elements provided by the Client to develop the product or service. Definitive Concept will own any copyright-able work, ideas, inventions, products, and / or other information that we create in connection with the Services We are providing. Definitive Concept guarantees that it has legal right to all elements related to Services and Products it provides and will not hold the Client responsible for any third-party claims. The Client guarantees that they have the legal right to all elements of text, photographs and media provided to Definitive Concept and will not hold Definitive Concept responsible for any third-party claims.
Copyright Notice
A Copyright notice, in the form of a footer or watermark may be added in any Product or Services designed and developed by Definitive Concept.
Confidentiality
Any proprietary information such as but not limited to trade secrets, know-how, technology, finanicial or any other confidential information that is not publicly available but exchanged between Definitive Concept and the Client cannot be divulged to any third party by either Definitive Concept or the Client. In the case of legal requirements, Definitive Concept and the Client agree to inform each other of any request to release of information prior to doing so.
Delegation of Responsibilities
Neither Definitive Concept nor the Client may assign the responsibilities they have under this agreement to any other person(s) or entity unless both Definitive Concept and the Client expressly agree to the assignment in writing.
Limitation of Liability
The Client’s liability to Definitive Concept is limited to the costs payable under this Agreement between the Client and Definitive Concept. The Client will not be liable to Definitive Concept, or any third-party, for damages like lost profits, lost savings, incidental damages, consequential damages, or special damages.
Definitive Concept cannot be held accountable to any damage, loss of information or business because of information systems, software, hardware and cloud infrastructure failures.
The responsibility of Definitive Concept with regards to the Services and Products it offers is limited to the Client paying for the creation of the Product or Service. End-user(s) of Products and Services by Definitive Concept agree that by using Products and Services developed, designed and/or provided by Definitive Concept that they forego any rights or claims to take any legal actions against Definitive Concept. By using any Products or Services developed, designed and/or offered by Definitive Concept, the Client, end-user(s), or any third-party agree not to hold Definitive Concept liable for damages such as lost profits, lost savings, incidental damages, consequential damages, or special damages.
Dispute Resolution
In the event of a dispute between the Client and Definitive Concept, both parties agree to follow the prescribed below guidelines for resolution:
1. Both Parties agree to work towards a resolution through good faith negotiation.
2. In the event negotiation did not yield a satisfactory outcome, either the Client or Definitive Concept may initiate mediation or binding arbitration in a forum mutually agreed to by both the Client and Definitive Concept.
3. If litigation is necessary, this Agreement will be interpreted based on the laws of the Republic of Mauritius, regardless of any conflict of law issues that may arises. The Parties agree that the dispute will be resolved at a court of competent jurisdiction in Mauritius.
4. The prevailing party will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.
5. If there is any delay from Definitive Concept to complete the project, the section of the project will result in a discount of the fees of 5% per week for a cumulative maximum of 20%. Failure to provide us the content required at the required time will result to a 5% increase in fees per week up to a cumulative maximum of 20%. Late payments will incur an additional fee of 4% per month. Domain and Webhosting services may result in additional charges from late payment and reconnection fees.
Severability
If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.
Completion of Contract
When entering this agreement, both Definitive Concept and the Client agree to expected Products and Services to be delivered by Definitive Concept to the Client prior to the invoicing of Definitive Concept.
The Client agrees that any work undertaken by Definitive Concept will be considered complete once Definitive Concept completes the requirements for which the work has been invoiced. Any additional requests by the Client following the invoicing is considered a different work than this one and must be invoiced separately by Definitive Concept.
This Agreement supersedes any other written or verbal communications between the Definitive Concept and the Client.
Notices
All notices under this agreement must be sent by either email with return confirmation of receipt, or certified or registered physical mail with return receipt requested. The E-Mail and Physical addresses for Definitive Concept will be the one listed in the invoice for the work.
Changes to the Agreement
Definitive Concept may, at any time, and at their sole discretion, modify this agreement, terms and conditions of use, Privacy Policy, and other conditions with or without notice to the User. Any such modification will be effective immediately upon public posting on definitiveconcept.com. The Client and any User’s continued use of Products and Services by Definitive Concept and this Site following any such modification constitutes your acceptance of these modified Terms.
T: +230 5251 8311
15, Issackhan St. Coromandel, Republic of Mauritius