Terms and Conditions

1. Acceptance of Terms By accessing or using our services, you agree to comply with and be bound by these Terms and Conditions. If you do not agree to these Terms, you must not use our services.

1.1 In consideration of the Client paying the Developer the relevant Fees (as set out in the Project Proposal or other documents), the Developer shall:

• (a) develop the Website or application in accordance with the Client Requirements outlined in the Project Proposal or relevant documents.
• (b) provide the Services to the Client as agreed upon by both parties.

1.2 The Project Specification can be found in the Project Proposal document.

1.3 Any amendments or variations to the Project Specification must be made in writing and agreed upon by both Parties. Where one Party does not agree with the proposed amendment or variation, the Parties shall discuss the proposed changes in good faith. If any changes to the Project Specification would result in additional expenses to the Developer, the Developer shall be entitled to charge the Client for these additional expenses at its standard rates.

2. Delivery and Acceptance

2.1 Upon completion of the Project or relevant work, the Client shall make full payment of the Fees to the Developer, upon which the Developer shall deploy the completed Website to the Client’s hosting server.

2.2 If the Client requires the completed Website to be loaded onto third-party hosting services, the Developer reserves the right to charge additional fees for this service. The Client is responsible for ensuring that the intended file server or disk space is properly configured.

2.3 Once the Developer has delivered the Website or web application to the Client, the Client shall have a period of 14 working days (the “Acceptance Test Period”) to test the Website to ensure it conforms to the Project Specification (the “Acceptance Test”). Acceptance may only be withheld if the Client can demonstrate that the Website 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”).

2.4 Acceptance shall be deemed to have taken place upon:

• (a) the expiry of the Acceptance Test Period without any material differences raised by the Client; or
• (b) the Client using any part of the Website other than for test purposes.

2.5 Upon receipt of the Project Release or deemed acceptance, the Developer shall have no further obligations regarding the Project. The Client may request additional work related to the Project, and if the Developer agrees to undertake such work, it reserves the right to charge for any additional work at its commercial rate.

3. Delivery of Content, Materials, and Feedback

3.1 The Client shall deliver all content, data, images, and other information required for the Project.

3.2 The Developer’s ability to complete the Project depends on the timely cooperation of the Client, who undertakes to promptly notify the Developer of any delays in delivering the required materials.

3.3 The Developer shall not be responsible for any delays or additional expenses incurred due to late or non-delivery of the Client Content.

4. Fees and Payment

4.1 The Client will pay the Fees set out in the Project Proposal Payment Schedule.

4.2 The Fees shall be payable by the Client in the following installments:

• (a) 25% of the Fees to be paid at least 5 days before the commencement of the Project;
• (b) the remainder upon completion (before or on go-live);
• (c) any outstanding balance to be paid no later than 10 days after the expiry of the Acceptance Test Period.

4.3 The Developer shall not exceed the standard rate of $125 per hour for unbilled work.

4.4 If the Client requests additional work outside the initially agreed scope, the Developer will provide an estimate for this work. Unless the Client declines in writing, the Developer may proceed and automatically bill the Client for the agreed amount. The Client must review and approve or dispute any additional charges within 2 days of receiving the invoice.

4.5 All Fees are inclusive of VAT unless written evidence of VAT exemption is provided.

4.6 Payments must be made in full without deductions, set-offs, or counterclaims.

4.7 If the Client fails to pay on the due date, the Developer may:

• (a) claim interest on unpaid amounts;
• (b) suspend the Project until full payment is made;
• (c) disable the Website until payment is made;
• (d) terminate this Agreement immediately upon notice.

4.8 All invoices are sent to the Client via email. The Client must notify the Developer of any changes to the invoicing address.

4.9 The Developer will return the deposit if the project does not proceed due to the Developer's actions. If the Client cancels after work has commenced, the deposit will be returned minus costs for completed work.

4.10 All fees paid are non-refundable. The Developer has a strict no-refund policy, and the Client shall not be entitled to any refunds for services provided.

5. Product and Service Issues

5.1 Any issues with products or services must be notified to the Developer in writing within 15 days of delivery for resolution or refund. After this period, there is no guarantee of resolution. The Developer may offer a solution after 15 days at its own discretion.

6. Intellectual Property Rights

6.1 The Client grants the Developer a non-exclusive, revocable, royalty-free license to use and reproduce the Client Content solely for the purpose of performing its obligations under this Agreement.

6.2 Upon full payment, the website design, software, and coding produced by the Developer will be licensed to the Client under the End-User License Agreement unless otherwise agreed.

6.3 The Client undertakes not to access, modify, or alter the Developer Materials without prior written consent.

6.4 The Developer can register and renew domain names on behalf of the Client, and associated fees will be included as part of the Fees. On payment of the Fees and delivery of the Project Release, the Developer will transfer all registration details to the Client if requested.

7. Warranties

7.1 Each party warrants it has full power and authority to enter into this Agreement.

7.2 The Developer warrants it will perform its obligations with reasonable skill and diligence, and that the Client's use of the Developer Materials will not infringe third-party intellectual property rights.

7.3 The Client warrants that it owns any intellectual property rights in the Client Content and has authority to use it.

7.4 The Client confirms that, to the best of its knowledge, the Client Content does not contain anything blasphemous, defamatory, obscene, or in breach of any law or regulation.

7.5 All warranties not expressly provided in this Agreement are excluded.

8. Indemnities and Limitation of Liability

8.1 Nothing in this Agreement shall exclude or restrict liability for death or personal injury resulting from negligence or fraudulent misrepresentation.

8.2 Subject to Clause 8.1, neither Party shall be liable for loss of revenue, profits, business, operating time, or any indirect or consequential loss.

8.3 The Developer shall have no liability for loss or damage caused to the Client due to:

• (a) any network failure or inability to access the Website;
• (b) any viruses or similar devices.

8.4 The Client shall indemnify the Developer against any third-party claims of infringement of intellectual property rights affecting the Client Content.

8.5 The aggregate liability of the Developer under this Agreement shall in no event exceed $1,500.

9. Termination

9.1 If the Client is not utilizing services from the Developer, either party may terminate this Agreement by providing written notice.

10. Confidentiality

10.1 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.

10.2 The provisions of clause 9.1 shall not apply to confidential information received by a Party which:

• (i) that party can prove was known before receipt;
• (ii) is in or enters the public domain through no wrongful default by or on behalf of that party; or
• (iii) was received from a third party without obligations of confidence owned directly or indirectly to that Party.

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

11. Publicity

11.1 Upon acceptance of the Website by the Client, the Client shall procure and maintain a hyperlink from the Website homepage to the Developer’s homepage in the form, “developed by The Developer” or similar.

11.2 The Developer shall be permitted to refer to their working relationship and/or discuss the Project in any press or publicity, without obtaining the approval of the Client to the content of the disclosure unless otherwise agreed in The Proposal.

12. Notice

12.1 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.

12.2 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.

12.3 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.

13. Assignment

13.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.

14. Force Majeure

14.1 Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 90 days, the Party not subject to the force majeure shall be entitled to terminate the Agreement by notice in writing to the other.

15. Joint Venture or Partnership

15.1 Nothing in the Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the Parties and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party.

16. Non-Solicitation

16.1 The Client undertakes not to solicit The Developer employees (temporary, part-time or full-time) for the purposes of employment directly or indirectly with the Clients business or any associated businesses. The Client agrees that should such solicitation be made or should an employee or contractor to The Developer take up employment with the Client or any of its associated businesses that the client will compensate The Developer in the amount of one full year’s salary and bonuses or fees offered to that employee or $85,000, whichever is greater.

17. General

17.1 Failure or delay by either Party to enforce any right or remedy under the Agreement shall not be taken as or deemed to be a waiver of that right or remedy unless the waiving party acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

17.2 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.

17.3 No addition to or modification of any clause in the Agreement shall be binding on the Parties unless made by in writing and signed by both Parties.

17.4 This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter of this agreement and supersedes and extinguishes any prior agreements, undertakings, promises or conditions between the Parties relating to the subject matter. Each party acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking not contained in this Agreement.

17.5 A person who is not a party to this Agreement has no rights to enforce, or to enjoy the benefit of, any provision of this Agreement.

18. Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual claims or disputes) shall be interpreted construed and enforced in accordance with San Francisco, California law and shall be subject to the exclusive jurisdiction of the United States.