Terms & Conditions

In consideration of the Client paying the Developer the relevant Fees (as set out in the Project Proposal), the Developer shall: (a) develop the Project in accordance with the Client Requirements set out in the Project Proposal on behalf of the Client (the “Project”); and (b) where agreed between the parties, provide the Services to the Client

The Project Specification can be found in Project Proposal document.

Any amendments or variations to the Project Specification must be made in writing and agreed between the Parties. Where one Party does not agree with the proposed amendment or variation, the Parties shall meet and discuss the proposed changes in good faith. Where any changes to the Project Specification would result in additional expense to the Developer over and above the Fees as outlined in the proposal, the Developer shall be entitled to charge the Client for the additional expenses at its standard rates from time to time

Delivery and Acceptance

Upon completion of the Project, the Client shall make full payment of the fees to the Developer upon which the Developer shall make live or deploy the completed Project to the Client’s hosting server.

If the Client requires the completed Project to be loaded onto third party hosting services provided by the client, the Developer reserves the right to charge additional fees to the Client for this service. The Client is responsible for ensuring that the intended fileserver or disk space is properly configured.

Once the Developer has delivered the Project to the Client, the Client shall have a period of 14 working days (the “Acceptance Test Period”) to test the Project to ensure it conforms to the Project Specification (the “Acceptance Test”). Acceptance of the Project may only be withheld by the Client if it can demonstrate that the Project does not conform materially to the Project Specification. Upon completion of the Acceptance Test, the Client shall confirm to the Developer that the Project is complete (the “Project Release”).

Acceptance of the Project shall be deemed to have taken place upon the occurrence of any of the following events: (a) the expiry of the Acceptance Test Period and the Client has not raised with the Developer any material differences between the Project and the Project Specification; or (b) the Client uses any part of the Project other than for test purposes.

Fees and Payment

The Client will pay the Project fees set out in the Project Proposals Payment Schedule (the “Fees”) to the Developer.

Notwithstanding any specific payment milestones set out in the Project Specification, the Fees shall by payable by the Client in the following instalments : (a) 50% of the Fees estimated in proposal to be paid at least 5 days before commencement of the Project by the Developer; (b) remainder of the Estimated Fees to be paid on completion (before or on go live) ; and (c) any outstanding balance of the development Fees to be paid no later than 10 days after the expiry of the Acceptance Test Period.

All invoices are sent to the Client via email to the Client’s specified email address. The Client will notify the Developer of any changes to the invoicing address.

The Developer will return the Deposit to the Client, if the project does not go ahead on account of the Developer. If works have already commenced, and the contract is cancelled by the Client, the deposit will be returned minus costs for works completed.

Confidentiality

Each Party undertakes that it shall not at any time during this Agreement, and for a period of 2 years after completion of the Project, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority.

The provisions of clause 9.1 shall not apply to confidential information received by a Party which: (i) that party can prove was know before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of that party; or (ii) was received from a third party without obligations of confidence owned directly or indirectly to that Party.

Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.

Notice

Any notice given by either Party must be in writing and must be delivered personally or sent by prepaid first class post or facsimile transmission to the address or fax number provided by that Party.

Notices shall be treated as received, if delivered by hand, when delivered, if sent by first class post, 48 hours after posting and if sent by fax, when sent.

All other commercial communications relating to the Project between the Parties (other than stipulated notices under this Agreement) may be sent by email and will be deemed to have been received when sent.