1. Interpretation

“NopAdvance” means the company which provides nopCommerce solutions, operated by Adwanz Solutions LLP. “Customer” means the person whose order is accepted by NopAdvance. “Contract” means the contract for the purchase and sale of software and/or support and/or services incorporating these Conditions.

• Headings are for convenience and do not affect interpretation.
• Where the Customer has purchased a software licence from a third party and engaged NopAdvance to implement and/or customise that software, NopAdvance’s Software Development Agreement shall govern the provision of those services.
• Where the Customer has engaged NopAdvance to provide support & maintenance services, the NopAdvance support helpdesk is open from 09:00 to 18:30 IST, Monday to Friday, excluding Indian public holidays. NopAdvance’s Service Level Agreement shall govern such services.
• Support and maintenance contracts run for a rolling twelve-month period and, once invoiced, can only be cancelled by written notice received at least three months before the relevant anniversary date.

2. Basis of Sale

• NopAdvance will sell and the Customer will purchase software in accordance with any written order accepted by NopAdvance, subject to these Conditions.
• NopAdvance will provide the services set out in the service level agreement, order, or quotation between the parties.
• These Conditions govern the Contract to the exclusion of any other terms contained in any communication from the Customer. No variation binds NopAdvance unless agreed in writing and signed by authorised representatives of both parties.
• These Conditions and the terms of any order constitute the entire understanding of the parties and supersede all prior promises, representations, and undertakings.
• No NopAdvance employee or agent is authorised to make representations concerning the Contract unless confirmed by NopAdvance in writing.

3. Orders

• Any order placed with NopAdvance will be accepted at NopAdvance’s sole discretion and, if accepted, will only be accepted on and subject to these Conditions.
• Each accepted order constitutes a separate legally binding Contract.
• The Customer is responsible for ensuring the accuracy of any order submitted.
• NopAdvance reserves the right to modify any software to conform to applicable safety or statutory requirements, provided such modifications do not materially affect quality or performance.
• Once accepted, no order may be cancelled without NopAdvance’s express prior written agreement.

4. Prices

• Orders are accepted at the price given at the date of order.
• Quotations are valid for 30 days unless otherwise stated, after which they lapse and must be reconfirmed.
• NopAdvance reserves the right to increase prices to reflect cost increases beyond its control, with 30 days’ notice where possible.
• All prices are inclusive of VAT and other applicable taxes unless otherwise stated. Delivery charges are extra. Overseas duties and taxes are the Customer’s responsibility.
• Support and maintenance prices may be increased with not less than 30 days’ notice prior to the next 12-month period.

5. Payment

6. Delivery

• Delivery is the Customer’s responsibility. NopAdvance arranges delivery solely as the Customer’s agent and accepts no responsibility for loss or damage in transit.
• Delivery dates are given in good faith as business estimates only and are not guaranteed. NopAdvance is not liable for any loss resulting from failure to meet delivery times.
• Refusal to accept delivery permits NopAdvance to treat the Contract as repudiated and to recover damages for breach of contract.
• NopAdvance reserves the right to deliver in instalments and to invoice for any undelivered balance if the Customer refuses delivery.
• Consultancy, advice, or training services provided at the Customer’s premises are subject to full information from the Customer. The Customer shall indemnify NopAdvance against any loss, damage, or injury to NopAdvance’s personnel during such services.

7. Overseas Customers

Unless otherwise agreed by NopAdvance in writing, the Customer shall be responsible for all duties, levies, imposts, taxes, or other liabilities arising on the exportation of goods from India and importation overseas.

8. Title, Risk & Intellectual Property

• Transfer of property — Property in software passes to the Customer only on receipt by NopAdvance of full cleared payment.
• Third-party software — Property in any third-party software remains vested as per its licensor’s licence agreement. The Customer must comply with all licence terms and indemnify NopAdvance against any breach.
• NopAdvance IP — Any software written, created, adapted, or developed by NopAdvance remains the exclusive property of NopAdvance. The Customer shall not reverse compile, copy, adapt, assign, transfer, sell, lease, rent, or otherwise deal in NopAdvance’s intellectual property. The Customer shall keep such property confidential, maintain a record of licensed copies, and take all steps to prevent unauthorised use.

9. Confidentiality

Each party undertakes to keep confidential all information (written or oral) concerning the business and affairs of the other obtained through discussions leading up to or entering into this agreement, except information that is:

• Trivial or obvious
• Already in its possession other than as a result of a breach of this clause
• In the public domain other than as a result of a breach of this clause

Each party undertakes to take all necessary steps to ensure compliance with confidentiality obligations by its employees, agents, and subcontractors.

10. General Provisions

• Any notice required under these Conditions shall be in writing, addressed to the other party at its registered office, principal place of business, or other notified address.
• No waiver by NopAdvance of any breach shall be considered a waiver of any subsequent breach of the same or any other provision.
• If any provision of these Conditions is held invalid or unenforceable, the validity of the remaining provisions shall not be affected.

Governing Law & Jurisdiction

This Contract is governed by and construed in accordance with the laws of India. The parties submit the resolution of any dispute to the exclusive jurisdiction of the courts of Gujarat, India.