WEBSITE OR SOFTWARE DEVELOPMENT AGREEMENT
BETWEEN
__________, of __________, acting through __________ (the "Client");
AND
__________, of __________, PAN __________, acting through __________ (the "Developer").
- 1. THE PROJECT
1.3 The Developer shall build the Project with reasonable skill and care, to the features listed in clause 1.1, using current, supported tools, and shall keep the Client informed of progress.
- 2. TESTING AND ACCEPTANCE
2.2 The Project is accepted when the Client confirms acceptance in writing, or when the testing period ends with no fault reported, or when the Client uses the Project live for its business. A change that the Client simply prefers, or a feature not listed in clause 1.1, is not a fault.
- 3. PRICE AND PAYMENT
3.2 GST is added at the rate in force if the Developer is registered. Where the law requires the Client to deduct tax at source, the Client shall deduct it and give the Developer the certificate for it. The price does not include third-party costs such as paid plug-ins, stock images, app-store fees, SMS or payment-gateway charges, which the Client pays or reimburses at actuals once told of them.
3.3 Until the price is paid in full the Developer may keep the source code and, if the Project is not yet live, may decline to launch it. Late payment carries no interest unless the Parties agree it in writing.
- 4. OWNERSHIP, HOSTING AND THIRD-PARTY MATERIAL
4.2 The Developer keeps ownership of its general tools, libraries and methods that it had before or builds independently, and gives the Client a licence to use any of them that form part of the Project for as long as the Client uses the Project.
4.3 Where the Project uses open-source or third-party software, the Developer shall tell the Client which, and the Client shall follow the licence terms of each. The Developer shall not knowingly include code it has no right to use.
4.5 The Developer shall take reasonable steps to keep the Client's data secure while it holds it, and shall use it only to build and test the Project. Where the Project collects personal data of the Client's customers, the Client is responsible for its privacy policy and its legal duties as the owner of that data.
- 5. WARRANTY AND LIABILITY
5.2 After the warranty period, fixes, updates, security patches and support are not included and are charged separately under a support arrangement the Parties may agree.
5.3 The Developer does not promise that the Project will run without interruption or that it will meet any business result. To the extent the law allows, the Developer's total liability to the Client under this Agreement is limited to the price actually paid, and neither Party is liable to the other for indirect or consequential loss such as lost profit.
- 6. CONFIDENTIALITY
- 7. ENDING EARLY
7.1 Either Party may end this Agreement by written notice if the other commits a serious breach and does not put it right within fifteen days of being told. On ending, the Client pays for the work done up to that day in proportion to the price, and the Developer hands over the work done so far, subject to clause 3.3.
- 8. DISPUTES AND GOVERNING LAW
8.3 This Agreement is governed by the laws of India.
- 9. GENERAL
9.1 This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussion, whether oral or written.
9.2 No change to this Agreement is effective unless it is in writing and signed by all the parties.
9.3 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect.
9.4 A notice under this Agreement must be in writing and sent to the other party at its address stated above, or to a new address it has given in writing. It is treated as received on delivery, or on the third day after posting by registered post.
SIGNED for the CLIENT
__________
Signature: ______________________________
SIGNED for the DEVELOPER
__________
Signature: ______________________________
WITNESSES