These terms form the legal basis for Outsourcing Contracts between Xylentis and Customers, ensuring mutual benefits and project quality.
1. Scope & Change Requests (CR)
Work scope is fixed per signed SRS. Any request to change features, UI, logic differing from initial SRS constitutes a Change Request (CR). CRs incur costs and time, requiring a contract addendum.
2. Process & Acceptance
Project divided into Milestones. Upon delivery, Customer has 05-07 business days for UAT. If no bug feedback within this period, the system is deemed AUTOMATICALLY ACCEPTED (Deemed Acceptance) and proceeds to next phase or liquidation.
3. Customer Responsibilities
Provide full requirements, documents, API keys, 3rd party test accounts on time. Timely UAT feedback. Delays by Customer add to project timeline and Xylentis is not penalized for delay in this case.
4. Timeline & Penalty
Xylentis commits to timeline. However, waiting time for customer feedback is not counted. If Customer unilaterally terminates without valid cause, deposit and paid amounts are non-refundable.
5. Payment & Late Fees
Milestone payments (e.g., 30-40-30). If payment overdue >10 days, Xylentis may suspend project. Overdue >30 days, 0.05%/day penalty interest applies, with right to unilateral termination.
6. Intellectual Property (IP)
Customer owns software copyright ONLY AFTER paying 100% contract value. Xylentis retains ownership of Core Libraries/tools. Customer is granted perpetual usage rights for these libraries.
7. Confidentiality & Non-solicitation
Xylentis commits to project confidentiality. Conversely, Customer commits NOT to recruit/poach Xylentis personnel (directly or indirectly) during project and for 12 months after. Violation incurs penalty equivalent to 12 months of that personnel's salary.
8. Warranty & Maintenance
Free warranty (bug fix) for specified period (3-6 months) for SRS features. Bugs due to Customer code tampering, 3rd party API changes, or hosting environment changes are NOT covered and incur separate fees.
9. Limitation of Liability
Xylentis's max liability does not exceed executed contract value. We are not liable for business loss or data loss during operation after handover.
10. Liquidation & Handover
After acceptance and full payment, Xylentis hands over full Source Code and documentation. Xylentis obligations (except warranty) end at handover.
11. Dispute Resolution
Negotiation first. If failed, submit to the competent People's Court in HCMC to be resolved under Vietnamese law. Legal fees borne by losing party.
Tech Warranty
Non-solicitation
IP Ownership