Terms and Conditions for Gympify

Last Updated: 31 Aug, 2024

Definitions

• "We," "Our," or "Coderstm"means Coderstm, its successors, and assigns or any person acting on behalf of and with the authority of Coderstm.
• "Client"or"You"refers to the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation or any other document provided by Coderstm to the Client. Where more than one Client has entered into this agreement, the liability of the Clients under it shall be joint and several. Once a Client introduces an individual to Coderstm as the Client’s authorized representative, that person shall continue to have full authority of the Client unless Coderstm is notified in writing otherwise by the Client.
• "Guarantor"refers to the person (or persons) who agrees to be liable for the debts of the Client.
• "Goods"means all goods (including software) supplied by Coderstm to the Client in the course of carrying out the Services.
• "Services"means all services supplied by Coderstm through the Software to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined in this Agreement).
• "Software"means the software provided by Coderstm known as “Gympify”.
• "Price"means the price payable for the Goods and Services as agreed between Coderstm and the Client in accordance with this Agreement. Goods and Services Tax (GST) and any other applicable taxes and duties (including customs clearance fees or import taxes) shall be added to the Price except when they are expressly included in the Price. The current rate of GST in India is 18%.

Acceptance

Acceptance of the Services by the Client constitutes acceptance of these Terms and Conditions.

Services

Coderstm will supply the Goods and carry out the following Services for the Client:

• Provide remote access to the Software.
• Provide administration, remote training (where applicable), maintenance, and support services in relation to the Software.
• Provide storage of Client data within the Software.

Payment

• At our sole discretion, the Price payable for the Goods and Services shall be as indicated on invoices provided by Coderstm to the Client.
• SMSs sent via the Software incur a charge per message (160 characters long (in English) excluding the opt-out text). Invoices are raised at the end of the month and detail the full usage. Discounted rates are available depending on the number of SMS messages sent per month.
• If any additional Services are requested or any variations become necessary due to any event outside of our control, or in the event of increases in the cost of labor or materials which are beyond our control, we reserve the right to charge for the variations in addition to the Price payable.
• A non-refundable deposit may be required at our sole discretion. Payment will be charged to the Client’s credit card on the 20th of each month or can be made by bank transfer if agreed between the parties. The Client agrees to provide Coderstm with its credit card details immediately upon signing this Agreement. The Services will be charged one month in advance and then monthly in arrears.
• Unless otherwise agreed, payment shall be made prior to Goods being shipped.
• The Client must not withhold payment or make any deductions of any nature, whether by way of set-off (legal, equitable, or otherwise), counterclaim, or otherwise from any amount the Client owes Coderstm under this Agreement.

Responsibilities of Coderstm

• Coderstm will provide the Services to you with reasonable care, skill, and diligence.
• Coderstm will use its best endeavors to keep you informed about the Services as they are introduced and improved.
• Coderstm will make all reasonable efforts to ensure that the Client receives continual and uninterrupted Services during the term of this Agreement.
• Coderstm will use its best endeavors to promote the Services to encourage users to use the Software.
• To maintain and repair any technical or performance issues with the Software, Coderstm reserves the right to suspend the provision of the Services for a period (“maintenance period”) in order to undertake this work. If a large outage is planned, Coderstm will use its best endeavors to give the Client 24 hours' notice prior to the maintenance period.

Responsibilities of the Client

The Client will be responsible for:

• Making payment to Coderstm in accordance with the terms of this Agreement.
• Providing access to the Client’s data and, from time to time, providing Coderstm with complete and accurate product information and updating when necessary to enable the provision of the Services.
• When Coderstm is providing custom changes or software to the Client, ensuring that the specifications provided to Coderstm (in writing) are in sufficient detail to satisfy Coderstm’s requirements. Coderstm shall not accept any liability for the supply of Services contrary to the Client’s intentions due to insufficient or inadequate provision of detailed specifications by the Client.
• Promptly complying with any guidelines, directions, or requests given by us in relation to the Software.
• Keeping the login and password to the Software confidential.
• Not permitting or allowing any interference with the proper working of the Software or taking any action that places an unreasonable or large load on Coderstm infrastructure.
• Not using the Services or Software for any purpose other than that authorized under this Agreement.

Security and Risk

• Risk in any of the Goods supplied to the Client will pass to the Client on delivery. Delivery is deemed to be effected upon delivery of the Goods to the Client’s premises or upon collection of the Goods by or on behalf of the Client.

Software Warranties

• Unless the Client has rights under the Consumer Protection Act, 2019 or other legislation which cannot be excluded or limited, there are no warranties express or implied. This includes implied warranties as to merchantability and fitness for a particular purpose.
• All third-party software is provided at the Client’s own risk and is not in any way warranted by Coderstm, nor shall Coderstm be in any way responsible for the implementation or effects of any “patches,” “updates,” or “fixes” offered by the manufacturers of any third-party software. The Client shall indemnify Coderstm against all liability (including, but not limited to, any costs, damages, or losses) that may occur as a result of any third-party software or third-party installation of hardware.
• Subject to the terms of this Agreement, Coderstm warrants that if any defect in relation to the Goods or Services becomes apparent and is notified in writing to Coderstm:
  • In relation to Goods, within twelve (12) months of the date the Goods are delivered to the Client (time being of the essence); and
  • In relation to Services, within sixty (60) days of the Services commencing (time being of the essence); then Coderstm will replace or remedy the defect at its sole discretion.
• For Goods not manufactured by Coderstm, the warranty period shall be the current warranty provided by the manufacturer of the Goods (regardless of whether this is less than twelve (12) months).
• Coderstm’s warranty will not apply in the following circumstances:
  • Where any defect or damage is caused, or partly caused, by the Client failing to properly maintain any Goods, follow any instructions or guidelines provided by Coderstm; or use of any Goods otherwise than for the purposes authorized under this Agreement.
  • By damage caused by fair wear and tear, any accident, or act of God.
  • The continued use by the Client of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent user.
  • If the Client or a third party repairs or modifies the Goods or Software without Coderstm’s consent.
  • Due to incorrectly wired equipment that results in damage to the Goods.
• Coderstm shall not be liable to compensate the Client for any damage or losses caused due to any defect in the Goods or Services, or a delay by Coderstm in either replacing or remedying the defect.

Warranties

• Coderstm and the Client warrant that, to the best of their knowledge, all Services that are to be undertaken by Coderstm will not breach any agreement or third-party interest in respect of the Software or Goods being serviced.
• Coderstm will take all reasonable care to back up any data provided by the Client during the course of the Services; however, it will not be held liable for any loss, corruption, or deletion of files or data (including, but not limited to software programs) caused as a result of any error or omission of the Client or due to any fault with third-party software. The Client acknowledges and accepts full responsibility for the Client’s own software and data and any third-party software.

Regulatory Requirements

For the avoidance of doubt, local regulatory requirements for entry barriers and automated access, including but not limited to, manual exit options, emergency exit buttons, and fire exits (“regulatory requirements”) are the responsibility of the Client. Coderstm shall not be held liable for any loss or damage caused by a failure of the Client to comply with regulatory requirements, and the Client will indemnify Coderstm accordingly.

Liability for Costs

Any expenses, costs, or disbursements, including debt collection agency fees and legal fees (on a solicitor/client basis), incurred by Coderstm in registering any security for the Client’s obligations and/or recovery or attempted recovery of any outstanding monies and/or the enforcement of these Terms and Conditions shall be recoverable from the Client.

Confidentiality

• Coderstm will hold in confidence all information concerning the Client and its employees that we acquire while acting for you. Coderstm will not disclose any of this information to any other person except to the extent required by

  law or to our employees, agents, or contractors as required in the performance of the Services.

• The Client will keep all proprietary or confidential information, including but not limited to the Software, Goods, and Services, strictly confidential and will not disclose any such information to any third party without Coderstm’s prior written consent.

Intellectual Property

• All intellectual property rights in any materials or documentation provided by Coderstm in connection with the Goods or Services are owned by and shall remain with Coderstm.
• The Client acknowledges that no ownership of any intellectual property rights or goodwill is transferred to the Client under this Agreement and that the Client does not obtain any rights other than those expressly granted under this Agreement.
• Coderstm grants the Client a non-exclusive, non-transferable license to use the Software for its own internal business purposes. The Client must not copy, modify, or distribute the Software or any part of it without Coderstm’s prior written consent.

Limitation of Liability

• Coderstm’s liability to the Client for any claim arising out of or in connection with this Agreement, whether arising in contract, tort, or otherwise, shall be limited to the amount of the Price paid by the Client for the Goods or Services which are the subject of the claim.
• Coderstm will not be liable for any indirect, special, consequential, or incidental damages, or for any loss of profits, business, or goodwill arising out of or in connection with this Agreement.

Force Majeure

Coderstm will not be liable for any failure to perform its obligations under this Agreement to the extent that such failure is due to any cause beyond our reasonable control, including but not limited to acts of God, war, terrorism, civil commotion, strikes, lockouts, industrial disputes, or other events beyond our control.

Survival

The provisions of this Agreement which, by their nature, should survive termination or expiry of this Agreement will survive, including but not limited to provisions relating to Confidentiality, Intellectual Property, Indemnity, Limitation of Liability, and Governing Law.

Termination

• Coderstm may terminate this Agreement with immediate effect if:
  • The Client breaches any of its obligations under this Agreement.
  • The Client ceases to carry on business or becomes insolvent, or if an order is made or an effective resolution is passed for the winding up of the Client, or the Client enters into liquidation, administration, or any composition with creditors (except for the purposes of a solvent amalgamation or reconstruction).
• Coderstm may terminate this Agreement with thirty (30) days' written notice if:
  • The Client fails to make any payment due under this Agreement.
  • The Client’s use of the Software is not in accordance with the terms of this Agreement.
  • There is a change in the Client’s credit rating that Coderstm deems unacceptable.
• Upon termination of this Agreement, the Client must immediately cease using the Services and return or destroy all documentation related to the Software and Goods provided by Coderstm.

Indemnity

• The Client agrees to indemnify Coderstm against all claims, demands, actions, costs, expenses, or liabilities (including legal fees) arising out of:
  • The Client’s use of the Software or Services.
  • The Client’s breach of any term of this Agreement.
  • The Client’s negligence or willful misconduct.

Governing Law

• This Agreement will be governed by and construed in accordance with the laws of India. The parties irrevocably submit to the exclusive jurisdiction of the courts of India.

Severability

• If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, such provision shall be deemed modified or deleted to the extent necessary to make it valid, lawful, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

Entire Agreement

• This Agreement constitutes the entire agreement between Coderstm and the Client and supersedes all prior agreements, understandings, or representations (whether oral or written) relating to the subject matter of this Agreement.

Amendments

• Any amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Contact Information

• If you have any questions or concerns regarding these Terms and Conditions, please contact us at hello@coderstm.com