1. Scope of Work
The Service Provider agrees to design, develop, and deliver a software system as described in the accepted quotation. The System shall include only the features, functionality, and deliverables explicitly stated in the approved quote.
Any functionality, integrations, or features not expressly listed shall be considered outside the scope of this Agreement and may be subject to additional charges. The Service Provider shall not be obligated to provide any services beyond the agreed scope unless agreed to in writing.
2. Payment Terms
The total project value is payable in accordance with the agreed payment structure. Where a payment plan is selected, the Client agrees to make payments in accordance with the agreed schedule. Payments may include hosting, infrastructure, and service-related costs.
The Client acknowledges that this Agreement does not constitute a credit agreement. The Service Provider does not act as a credit provider. Payment plans are structured service arrangements. Ownership of the System shall remain with the Service Provider until all outstanding amounts have been paid in full.
3. Hosting and System Access
Where hosting is provided by the Service Provider, the System shall be hosted and managed within the Service Provider's infrastructure or designated third-party providers.
Access to the System is conditional upon all payments being up to date. In the event of non-payment, the Service Provider reserves the right to suspend or restrict access to the System until such time as payments are brought current.
4. Maintenance and Support
The Service Provider shall be responsible for resolving defects within the System that prevent it from functioning as originally specified in the agreed scope. A "defect" or "bug" is defined as a failure of the System to perform in accordance with its documented or agreed functionality.
This Agreement does not include ongoing maintenance, feature enhancements, design changes, or system upgrades. Any such work shall be treated as a new request and quoted separately. Issues arising from third-party services, user error, misuse, or post-delivery modifications shall not be considered defects under this Agreement.
5. Change Requests
Any request by the Client to modify, enhance, or expand the System beyond the agreed scope shall be treated as a change request. All change requests shall be reviewed, costed, and approved in writing before implementation.
The Service Provider reserves the right to accept or decline any change request based on feasibility, timeline, and resource availability.
6. Project Timelines
The Service Provider shall provide estimated timelines for delivery. These timelines are estimates only and may be affected by factors including but not limited to delays in client feedback, changes in scope, or third-party dependencies.
The Service Provider shall make reasonable efforts to meet agreed timelines but shall not be held liable for delays outside of its direct control.
7. Client Responsibilities
The Client agrees to provide all necessary information, content, approvals, and feedback required for the successful completion of the project. The Client further agrees to:
- Provide all required information, images, branding material, and content in a timely manner.
- Ensure they have the legal rights to use any images, text, or materials they provide.
- Respond to requests for input within a reasonable timeframe.
- Review and approve work within the agreed review periods.
Any delays caused by the Client may impact delivery timelines and shall not constitute a breach by the Service Provider.
8. Ownership and Intellectual Property
All intellectual property, including but not limited to source code, system architecture, and design elements, shall remain the property of the Service Provider until full payment has been received.
Upon full payment, ownership rights to the final deliverable may be transferred to the Client, excluding third-party components or licensed elements. The Service Provider reserves the right to reuse non-confidential code, frameworks, and methodologies across other projects.
9. System Testing and Acceptance
Upon completion, the Service Provider shall notify the Client that the System is ready for review. The Client shall have a period of 5–7 business days to test and verify that the System meets the agreed requirements.
If the Client confirms acceptance, or fails to provide feedback within the specified period, the System shall be deemed accepted. Following acceptance, any further work requested shall be considered outside the original scope unless it relates to a confirmed defect in the System as originally delivered.
10. Payment Enforcement and Suspension
In the event of missed or delayed payments, the Service Provider reserves the right to suspend access to the System and halt all related services.
Continued failure to make payments may result in termination of this Agreement. Access to the System shall only be restored once all outstanding amounts have been settled.
11. Limitation of Liability
The Service Provider shall not be liable for any indirect, incidental, or consequential damages, including but not limited to:
- Loss of revenue, business, or profits
- Loss of data
- Platform or service outages
- Advertising performance issues
- Business interruption
- Technical issues caused by third-party services
The Client acknowledges that the System is a tool intended to support business operations and does not guarantee specific business outcomes. Total liability, if any, will be limited to the amount paid by the Client for the specific service in question.
12. Third-Party Services
The System may rely on third-party services including but not limited to hosting providers, payment gateways, advertising platforms, and external software tools. The Service Provider shall not be responsible for downtime, pricing changes, or functional changes imposed by such third-party providers.
Any costs associated with third-party services shall be the responsibility of the Client unless otherwise agreed.
13. Force Majeure
Neither party shall be liable for failure to perform due to events beyond their reasonable control, including but not limited to power outages, internet failures, natural disasters, or third-party service disruptions.
14. Termination
Either party may terminate this Agreement under material breach. In the event of termination, all work completed up to that point shall remain payable.
- Any work completed up to the termination date must still be paid in full.
- No refunds shall be issued for completed work or services already rendered.
- Monthly services may be cancelled with 30 days written notice.
15. Domain Registration and Ownership
Any domain name required for the System is not included in the development cost unless explicitly stated otherwise. The Client may elect to purchase and manage the domain independently, or request the Service Provider to register the domain on their behalf at an additional cost.
- Where the Service Provider registers the domain on behalf of the Client, ownership of the domain shall remain with the Client.
- The Service Provider agrees to transfer domain ownership or access credentials to the Client upon request or upon full settlement of all outstanding amounts.
- The Client is solely responsible for all domain renewal fees and ensuring that the domain remains active.
The Service Provider shall not be liable for any interruption of services resulting from domain expiration due to non-payment or failure to renew.
16. Email Services and Usage
Where the System includes email functionality, the Client acknowledges that email delivery services may be subject to usage limitations and third-party service constraints. The Service Provider may include a limited number of email sends as part of the system (for example, up to 100 emails per day).
Any usage exceeding included thresholds may result in additional charges based on the applicable third-party service provider rates. The Service Provider shall not be held liable for any interruption or limitation in email delivery due to exceeded limits, third-party restrictions, or unpaid usage fees.
17. Data Usage and Billing
The Client acknowledges that the System may incur variable usage costs, including but not limited to data storage, server usage, API calls, messaging services, and other infrastructure-related expenses. Such usage-based costs shall be billed monthly based on actual consumption.
The Service Provider shall make reasonable efforts to inform the Client of significant increases in usage; however, the Client remains responsible for all usage incurred through their use of the System. Failure to settle usage-related charges may result in limitation or suspension of services.
18. System Access and Security
The Client is responsible for maintaining the confidentiality of all login credentials, passwords, and access details related to the System.
The Service Provider shall not be liable for any unauthorized access, data breaches, or misuse resulting from compromised credentials or improper handling of access information by the Client.
19. Data Storage and Backups
While the Service Provider may implement reasonable backup procedures, the Client acknowledges that no system is entirely fail-safe. The Client is responsible for ensuring that any critical data is appropriately stored or backed up where necessary.
The Service Provider shall not be held liable for any loss of data, whether due to system failure, third-party issues, or unforeseen events.
20. Service Fee Adjustments
The Service Provider reserves the right to adjust hosting, maintenance, or service-related fees with reasonable notice to the Client, particularly where such adjustments are required due to increases in third-party costs, infrastructure expenses, or service scaling.
The Client shall be notified in advance of any changes and may choose to continue or discontinue services accordingly.
21. Social Media and Advertising Services
For social media management and advertising campaigns:
- The client is responsible for the advertising budget, which is paid directly to the advertising platform (for example Meta/Facebook/Instagram).
- The Service Provider is responsible for creating and managing advertising campaigns based on the agreed scope.
- The Service Provider does not guarantee specific results, including but not limited to: sales, leads, website traffic, or engagement.
Advertising performance can vary due to factors outside the Service Provider's control, including market conditions, audience behavior, competition, and platform algorithms.
22. Acceptance of Terms
By accepting a quotation, invoice, or service agreement, or by proceeding with payment, the Client acknowledges that they have read, understood, and agreed to all terms contained in this Agreement.
