Tech Dot Limited is an IT company offering software development and services. The following Terms and Conditions document is a legal agreement between Tech Dot Limited ("Tech Dot") hereafter called "Company" and YOU "Customer/Client" for the purposes stated in the contract.
These Terms and Conditions set forth the provisions under which the Customer may use the services rendered by us. By communicating your acceptance either verbally or in writing, you have offered to take up the relevant services of Tech Dot Limited set out below. Our Agreement starts on the date that you sign the first contract or the date we start work. You may not withdraw that offer without our consent except as stipulated under the Terms. This does not affect your statutory rights. If you are a new customer and/or there is no existing agreement with Tech Dot, the following are our standard terms of working.
1. Definitions and Interpretation
1.1
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
- "Acceptance Tests" means the tests to be carried out on the Application as set out in Clause 7 and Schedule 2
- "Business Day" means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London
- "Change Request" means a request for a change to the Application made by the Client
- "Client Site Materials" means any and all content provided by the Client to the Company for incorporation into the Application
- "Confidential Information" means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such)
- "Data Protection Legislation" means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other directly applicable legislation or regulation pertaining to privacy
- "Defect" means any failure in the Application that causes it to fail any part of the Acceptance Tests due to changes made by the Company
- "Company Site Materials" means any and all content provided or created by the Company for incorporation into the Application
- "Hosting Fees" means the sums to be paid by the Client to the Company for the hosting services, as agreed by the Parties
- "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, rights in designs, rights in computer software, database rights, and all other intellectual property rights
- "Project" means the project undertaken pursuant to this Agreement
- "Project Fees" means the sums to be paid by the Client to the Company for the Company's Services
- "Services" means the Application design and development services to be provided by the Company to the Client pursuant to this Agreement
2. Purpose
2.1
The Company shall develop the Application in accordance with the Project Specification.
2.2
The development of the Application shall take place over one or more Project Milestones, as set out in the Project Specification.
3. Change Requests
3.1
If the Client wishes to make a change to the Project Specification during the course of the Project, the Client shall submit a written Change Request to the Company.
3.2
All Change Requests shall be subject to the Company's approval, and the Company shall not unreasonably withhold or delay approval.
4. Intellectual Property
4.1
Any Client Site Materials shall at all times remain the property of the Client.
4.2
All Company Site Materials and any Intellectual Property Rights subsisting therein shall at all times remain the property of the Company.
4.3
Subject to payment of all applicable Project Fees, the Company shall grant to the Client a non-exclusive licence to use the Application and Company Site Materials for the Client's business purposes.
5. Project Management
5.1
Each Party shall appoint a Project Manager who shall be the primary point of contact for all matters relating to the Project.
6. Payment
6.1
The Client shall pay the Project Fees to the Company in accordance with the payment schedule set out in the agreement.
6.2
All payments are due within 30 days of the date of the Company's invoice, unless otherwise agreed.
6.3
All fees are exclusive of VAT, which shall be charged at the prevailing rate where applicable.
7. Acceptance Testing
7.1
Upon completion of each Project Milestone, the Company shall deliver the Application (or relevant part thereof) to the Client for Acceptance Testing.
7.2
The Client shall carry out the Acceptance Tests within the Testing Period.
8. Warranties and Liability
8.1
The Company warrants that the Application will perform substantially in accordance with the Project Specification for a period of 90 days from the date of final acceptance.
8.2
The Company's maximum aggregate liability under or in connection with this Agreement shall not exceed the total Project Fees paid by the Client to the Company.
9. Confidentiality
9.1
Each Party shall keep confidential all Confidential Information of the other Party and shall not disclose it to any third party without the prior written consent of the disclosing Party.
10. Data Protection
10.1
Both Parties shall comply with all applicable requirements of the Data Protection Legislation.
11. Termination
11.1
Either Party may terminate this Agreement by giving written notice to the other Party if the other Party commits a material breach of this Agreement and fails to remedy such breach within 30 days of receiving written notice of the breach.
12. Governing Law
12.1
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
12.2
Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Tech Dot Limited. Registered in England and Wales.