This Services Agreement (the Agreement) contains the complete terms and conditions which govern your subscription of Website Design, Development and other Internet-related services provided by Thor Solutions Private Limited (the Services). As used in this Agreement, Thor Solutions Private Limited means Thor Solutions Private Limited, Thor Solutions and Client, you, or your means you. You acknowledge that you have read the Agreement, and you agree to its terms and conditions and all policies posted on the Thor Solutions Private Limited site. As referred to in this Agreement, Site refers to a World Wide Web site and Thor Solutions Private Limited Site refers to the Site located at the URL https://www.thor.solutions, www.thorsolutions.net, thornine.com, thor9.com, codeshark.app or any other successor Sites owned or maintained by Thor Solutions Private Limited.

Important Points Regarding The Agreement Between The Client & Thor Solutions Private Limited

• All estimates/quotes are based on our understanding of your requirements and as per given time-frame. Any changes to the functionality including micro-improvements, may incur additional costs accordingly. Please ensure and clarify our understanding in a face to face meeting or via email/video call.
• By making a payment against the quotation or invoice raised to you, you agree to and accept the terms and conditions of Thor Solutions Private Limited. Acceptance can be verbal, by email, Initiation of payment or signing a quote.
• The Client needs to ensure that we have included all requirements in the quotes/proposals/estimates and that we fully understand their requirements. The Client must provide us with clear guidelines along with the flow or specific details they may require. When such details are not provided, we will proceed with our understanding of the requirements and quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes. Thus, it is essential that you clarify every aspect of your website development and ensure that you have been quoted on the right requirements.
• Any complexity related to specific tasks, must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our The Client to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be borne by Thor Solutions Private Limited.
• Thor Solutions Private Limited will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.
• Any delays at client’s end, may delay the project and proposed timeframes and may incur additional costs.
• A fee of 10% of the entire quoted cost will be charged per week of the delay in the project, if the same has been delayed by the Client without approvel of Thor Solutions
• Any bugs (programming errors) reported during or just after the development does not attract additional charges, but is covered under our warranty for a period of one month from handover only.
• Any re-work on an already completed task will attract additional charges. Any changes in the design after the design approval will incur additional charges.
• Any modifications requested during the development or after the Go-Live approval will incur additional charges. All additional work, over and above the estimates is charged separately. Under no circumstances will Thor Solutions Private Limited be liable for any delays caused by change in the project brief.
• Website/application content and all related materials need to be provided to us within the first two weeks of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.
• If your website/application is not hosted on our server, any additional man-hours that may be required due to any server or network related issues are not covered in our quotes and may be charged separately.
• Please note that at any stage during the project, stalling of the project for over two calendar months will incur 99 Euro / week administration costs. Furthermore, it may increase the previously approved estimates. If you require the project to be put on hold, please advise us in writing in advance. To put the project on hold without incurring additional charges, we will need the account to be up to date based on the work done. Further details can be discussed if such a situation arises.
• Thor Solutions Private Limited software codes (not including open source software) are copyrights of Thor Solutions Private Limited. The codes can be handed over at an additional cost for use once all previous invoices are settled, on the condition that the codes are used only for use or modification for re-use for further development for the specified client or subsequent owners of that legal entity. Under no circumstance, the codes will be allowed to be used for re-selling or duplication purposes.
• The website or software application will be designed to be deployed on the web, via using a commercial grade web-server or a similar setup. Based on your website traffic, the website may not perform if deployed on a generic office network environment.
• Depending upon the functionalities required, there may be 3rd party components such as Third Party Payment Gateways or SSL certificates involved in building a website/application. Although Thor Solutions Private Limited does its best in recognising the suitability of any such component, any unforeseen limitations of 3rd party components are beyond our control. Any third-party component purchase costs (such as SSL, Payment gateway, Google Adwords, Plug-in licenses etc) are not included in our quotes.
• Thor Solutions Private Limited takes no responsibility of any open source products such as WordPress, Open Source carts, Joomla etc. It is The Client responsibility to update all components and third party softwares. We suggest you to take regular back-ups to avoid any disruptions.
• We offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
• The client must recognize that at times there may be unforeseen circumstances that will delay the development process, particularly with reference to the integration of third party software. We will try our best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the client agrees not to penalize us for any genuine delay, when every effort to keep the project on the proposed schedule is taken.
• Domain registration/renewal etc charges are not included as a part of any project/proposal unless mentioned otherwise. If required, a quote for which will be submitted separately and approved by the client.
• Hosting charges are not included in the quotations unless mentioned otherwise. Thor Solutions Private Limited can organise an appropriate hosting solution if required, a quote for which will be submitted separately and approved by the client. Where The Client decide to organise their own hosting, we should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. Thor Solutions Private Limited will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.
• Thor Solutions Private Limited generally builds and tests the websites/applications on our own servers or hosted domains. We cannot give access to our test servers to the The Client or any third party, access to test websites can be given for approval purposes only. The website/application can be transferred-off to a nominated 3rd party server upon full payment of all invoices and dues.

The following terms and conditions apply to all website development / design services provided by Thor Solutions Private Limited to the Client.

Acceptance
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

Charges
Charges for services to be provided by Thor Solutions Private Limited are defined in the project quotation or invoice that the Client receives via e-mail. Quotations/Invoices are valid for a period of 30 days. Thor Solutions Private Limited reserves the right to alter or decline to provide a quotation after expiry of the 30 days.

Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of fifty (50) percent of the project quotation total before the work is supplied to the Client for review. The remaining fifty (50) percent of the project quotation total due upon completion of the work, prior to upload to the server or release of materials. These terms can be altered on certain exceptions

Payment for services is due by cheque or bank transfer. Details will be made available on invoices.

Client Review
Thor Solutions Private Limited will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Thor Solutions Private Limited otherwise within ten (10) days of the date the materials are made available to the Client.

Turnaround Time and Content Control
Thor Solutions Private Limited will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon Thor Solutions Private Limited receiving initial payment, unless a delay is specifically requested by the Client and agreed by Thor Solutions Private Limited.

In return, the Client agrees to delegate a single individual as a primary contact to aid Thor Solutions Private Limited with progressing the commission in a satisfactory and expedient manner.

During the project, Thor Solutions Private Limited will require the Client to provide website content; text, images, movies and sound files

Failure to provide required website content:
Thor Solutions Private Limited is a small business, to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge.

If you agree to provide us with the required information and subsequently fail to do within two week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately.

NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website.

Payment
Invoices will be provided by Thor Solutions Private Limited upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt.

Additional Expenses
Client agrees to reimburse Thor Solutions Private Limited for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc. These will be pre-approved by the client.

Web Browsers
Thor Solutions Private Limited makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, etc.). Client agrees that Thor Solutions Private Limited cannot guarantee correct functionality with all browser software across different operating systems. Specially Internet Explorer

Thor Solutions Private Limited cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Thor Solutions Private Limited reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

Default
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Thor Solutions Private Limited’s Web space, Thor Solutions Private Limited will, at its discretion, remove all such material from its web space. Thor Solutions Private Limited is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Cheques returned for insufficient funds will result in the Client’s account being immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Thor Solutions Private Limited reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Thor Solutions Private Limited in enforcing these Terms and Conditions.

Termination
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days.

Refunds & Cancellations
Due to the nature of our work, if your work has been started after payment of advance then no refunds or cancellations will be entertained. You can request a refund within 24 hours of making the payment after which your work will have most likely started and hence refunds or cancellations can not be given.

Indemnity
All Thor Solutions Private Limited services may be used for lawful purposes only. You agree to indemnify and hold Thor Solutions Private Limited harmless from any claims resulting from your use of our service that damages you or any other party.

Copyright
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Thor Solutions Private Limited the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Thor Solutions Private Limited permission and rights for use of the same and agrees to indemnify and hold harmless Thor Solutions Private Limited from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Thor Solutions Private Limited that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. All unique creatives, designs and material made by Thor Solutions for The Client will transfer ownership of copyright to The Client only once all invoices are paid up to date and no dues are pending against the same. 

Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered on thumbdrive, CD or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Thor Solutions Private Limited to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.

Design Credit
A link to Thor Solutions Private Limited will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in Thor Solutions Private Limited’s portfolio. If The Client would like to remove the name of Thor Solutions from the footer of the website then additional fee may apply. This is valid for all custom development projects. If the project is a White Label project then this clause does not apply. 

Access Requirements
If the Client’s website is to be installed on a third-party server, Thor Solutions Private Limited must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

Post-Placement Alterations
Thor Solutions Private Limited cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

General
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.

Governing Law
This Agreement shall be governed by Indian Law in the jurisdiction of the courts of New Delhi.

Liability
Thor Solutions Private Limited hereby excludes itself, its Employees and or Agents from all and any liability from:

• Loss or damage caused by any inaccuracy;
• Loss or damage caused by omission;
• Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
• Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.

The entire liability of Thor Solutions Private Limited to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

Severability
In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.