1. The Client will pay the Project fees set out in the Project Specification (the “Fees”) to the Developer.
2. Notwithstanding any specific payment milestones set out in the Project Specification, the Fees shall by payable by the Client in the following installments:
(a) 50% of the Fees to be paid no later than 5 days before commencement of the Project by the Developer;
(b) 30% of the Fees to be paid before the commencement of the ‘Build’ phase of the project (Phase 4); and
(c) the outstanding balance of the Fees to be paid no later than 7 days after the expiry of the Acceptance Test Period. We will have no responsibility of the code delivery after that period.
4. All Fees payable are exclusive of VAT and, where appropriate, VAT will be added at the rate for the time being applicable.
5. The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
6. Without prejudice to any other right or remedy that the Developer may have, if the Client fails to pay the Fees on the due date, the Developer may, at its option:
(a) suspend the Project until payment has been made in full;
(b) where the Developer is providing Hosting Services, disable the Website until payment has been made in full; or
(c) terminate this Agreement immediately upon notice.
7. 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.
1. If the Client is not taking services from the Developer, this Agreement will terminate automatically upon delivery of the Project Release to the Developer, unless otherwise extended by the Parties in writing. Otherwise, this Agreement shall continue unless or until terminated by either Party in accordance with the terms of this Agreement.
2. Either Party may terminate the Agreement immediately in the event that the other Party:
(a) commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach);
(b) fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;
(d) makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;
(e) being a company, becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction);
(f) has a receiver appointed to administer any of its property or assets
(g) ceases or threatens to cease to carry on business; or
(h) has failed to meet expectations. In this case the client will pay the developer for all work completed at the hourly rate of the developer. The developer will then pass all material developed under the project to the client.
3. On the termination of the Agreement, the Client undertakes to return promptly any test examples of the Website and any document, manuals or other printed materials which have been delivered to the Client by the Developer and to return or destroy any copies thereof (as requested by the Developer).
4. Technika Valley reserved the right change this terms of service at any time.
5. Any termination of the Agreement shall be without prejudice to any rights accrued in favour of either Party and will not affect those provisions of the Agreement which are by their construction intended to survive such termination.