1.1. The following terms have the following meanings client the person identified as the client in the Contract Form
Contract the agreement for services entered into between the Client and JUST QUERY comprising the Contract Form and these Terms and Conditions of Use.
Contract Form the standard contract form issued by Just query to the Client and which has been executed by the Client.
Fee: the fees set out in the Contract Form or as amended from time to time pursuant to the provisions of clause 2.1.
Initial Term: the period of time for which JUST QUERY provides the Service to the Client as specified in the Contract Form.
The services to be provided to the Client by JUST QUERY as specified in the Contract Form, as may be amended from time to time.
GST: - Goods and services under Indian law for the time being and any similar tax.
2.1 The Fees shall be as specified in the Contract Form. JUST QUERY may at any time vary the Fees by giving the Client not less than 1 month’s notice in writing of any such variation.
2.2. Where the Client requests that JUST QUERY increase the amount being paid by the Client to any external services , the Fees shall increase.
2.3. All Fees quoted for Service by JUST QUERY are valid for one Year only from the date of the quote having been given to the Client. The Fee is only valid for the Contract. Any subsequent agreement entered into between the Client and JUST QUERY must be negotiated separately and therefore a different fee may apply.
2.4. All fees are non-refundable. Should the Client wish to cancel the Service provided under the Contract at any time during the Period, no part of the Fee is refundable to the Clients.
2.5. If any part of a Fee has not been received within the credit period stated on the contract, then JUST QUERY may (without prejudice to any other remedies) suspend the Service until such time as full payment is received. JUST QUERY is not obliged to extend the term of the Contract for the time the Services were suspended.
3.1. The Contract shall continue for the Initial Term and, after the end of the Initial Term, until such time as it is terminated by one or other of the parties in accordance with the provision of clause 7.
4. Client’s obligations
4.1. The Client shall:
4.1.1. co-operate with JUST QUERY in all matters relating to the Services;
4.1.2. Provide in a timely manner such access to the Client's data, as is requested by JUST QUERY:
4.1.3. Provide in a timely manner such information as JUST QUERY may request, and ensure that such information is accurate in all material respects.
5. Confidentiality and Supplier's property
5.1. The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by JUST QUERY or its agents, and any other confidential information concerning JUST QUERY Digital's business or its products which the Client may obtain. The Client shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Client's obligations to JUST QUERY, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
5.2. JUST QUERY shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the Client to JUST QUERY or its agents, and any other confidential information concerning the Client’s business or its products which JUST QUERY may obtain. JUST QUERY shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging JUST QUERY’s obligations to the Client, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Client.
5.3. This condition 5 shall survive termination of the Contract, however arising.
6. Limitation of liability
6.1. The following provisions set out the entire financial liability of Just query(including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of the Contract howsoever arising, any use made by the Client of the Services, the Deliverables or any part of them; and/or any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
6.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.3. JUST QUERY shall not in any circumstances be liable, whether in contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of contract; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7. Termination and Suspension
7.1. Approaching the end of the Period, either party may terminate this Contract by giving not less than 7 days’ notice in writing to the other party.
7.2 After the Initial Term, if the client wishes to temporarily suspend activity, they may do so by giving not less than 7 days written notice. The client shall not be charged fees for the period of suspended activity.
7.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
7.3.1. the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
7.3.2. An order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
7.3.3. The other party ceases, or threatens to cease, to trade; or
7.3.4. The other party takes or suffers any similar or analogous action to any of the foregoing in any jurisdiction in consequence of debt.
7.4. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
8.1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
9. Entire agreement
9.1. Each of the parties acknowledges and agrees that in entering into the Contract, it does not rely on any statement, representation (whether innocent or negligent), assurance or warranty (Representation) (whether in writing or not) of any person (whether party to this agreement or not) other than as expressly set out in the Contract.
9.2. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Contract.
9.3. Nothing in this clause shall limit or exclude any liability for fraud.
10.1. The Client shall not, without the prior written consent of JUST QUERY , assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
10.2. JUSTQUERY may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.1. Any notice under the Contract shall be in writing and shall be delivered by email, sent by post to the other party at its Address as set out in the Contract form, or such other address as may have been notified by that party for such purposes, or sent by post to the other party's address or email as set out in the Contract.
12. Governing law and jurisdiction
12.1. The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the Indian Law.
All disputes will be decided in the District court of Gorakhpur
12.2. The parties irrevocably agree that the district court of Gorakhpur Co have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including without limitation non-contractual disputes or claims).