1. Application and entire agreement
a) These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by iExpertini Limited a company registered in England and Wales under number 10910589 whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom (we, developer or us) to the person buying the services (you as an individual or client).
b) You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
c) When client given there Website/Server/Domain access to Developers by default it is understood the client is agreed with the terms and conditions of iExpertini Limited.
d) You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. Basic Terms and Conditions
a) As used herein and throughout this Agreement:
b) A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
c) The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
d) Words imparting the singular number shall include the plural and vice-versa.
e) Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
f) Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
g) Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
h) Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
i) Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
j) Final Art means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
k) Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
l) Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
m) Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
n) Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.
o) Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
p) Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
3. Invoice, Proposal and Contract
a) The terms of our Invoice, Proposal will act as a contract shall be effective after presentation to Client. Developer is not liable to deliver anything extra to the client. Developer is only liable to deliver what is mentioned at the proposal or at the first invoice raised where it has outlined its work clearly.
b) If client has some doubts and need more work. It is there responsibility to inform the Developer so that new invoice or proposal can be sent along with the previous order.
c) In No circumstances the developer is liable to deliver any extra works which may incur at the milestone of the project. Or needed as per needed to complete the task. On case to case basis the developer will inform if there is an additional cost involved and raise the new invoice order accordingly.
a) We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
b) We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
c) All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
5. Your obligations
a) You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
b) If you do not comply with clause 10, we can terminate the Services.
c) We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
6. Fees and Deposit
a) The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
b) In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
c) You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
d) If the fees is not received within 14 days developer can outsource the invoice to third party like Debt collection agency with all clients details.
e) The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
f) You must pay a deposit (“Deposit”) as detailed in the quotation within 14 days of acceptance.
g) If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
h) The Client will pay the Project fees set out in the Project Specification (the “Fees”) to the Developer.
i) The Deposit is non-refundable unless the client request for the cancellation of the project within 30 days. There will be no refund after the initiation of project mile-stones after 30 days. Hence no refund will be made after 30 days of the project mile stones.
j) Notwithstanding any specific payment milestones set out in the Project Specification, the Fees shall by payable by the Client.
k) All Fees payable are exclusive of VAT and, where appropriate, VAT will be added at the rate for the time being applicable.
l) The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
m) 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) claim interest at its discretion on any unpaid amounts under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) suspend the Project until payment has been made in full;
n) 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.
o) The Client by no means allowed to go live and start trading without the full payment of project at any stage of the project development.
p) Fees. In consideration of the Services to be performed by Developer, Client shall pay to Developer fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
q) Expenses. Client shall pay Developer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Developer’s standard; and (b) travel expenses including transportation, meals, and lodging, incurred by Developer with Client’s prior approval. (d) Offline/Online Meeting expenses for project demonstration above the limit of 25 meetings.
r) Additional Costs. The Project pricing includes Developer’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
s) Invoices. All invoices are payable within 14 days of receipt. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Developer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
t) General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Developer’s standard hourly rate of Developer’s Hourly Rate per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Developer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
a) Developer retains the right to reproduce, publish and display the Deliverables in Developer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
8. Cancellation and amendment
a) We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn).
b) Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
c) If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
d) If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
e) We can also decline to accept any project based on our terms or busy scheduled.
9. Delivery, Acceptance and Training
a) We upon completion of the Project, the Client shall make full payment of the Fees to the Developer upon which the Developer shall deliver the completed Website to the Client through the Client’s server.
b) Once the Developer has delivered the Website to the Client, the Client shall have a period of 7 working days (the “Acceptance Test Period”) to test the Website to ensure it conforms to the Project Specification (the “Acceptance Test”). Acceptance of the Website may only be withheld by the Client if it can demonstrate that the Website does not conform materially to the Project Specification. Upon completion of the Acceptance Test, the Client shall confirm in writing to the Developer that the Project is complete (the “Project Release”).
c) Acceptance of the Website shall be deemed to have taken place upon the occurrence of any of the following events:
d) the expiry of the Acceptance Test Period and the Client has not raised with the Developer any material differences between the Website and the Project Specification; or
e) the Client uses any part of the Website other than for test purposes.
f) Upon receipt of the Project Release or deemed acceptance, the Developer shall have no further obligations to undertake any work in relation to the Project. The Client may however request that the Developer undertake further work relating directly or indirectly to the Project. If it agrees to undertake such work, the Developer reserves the right to charge the Client for any additional work carried out at its standard rates from time to time.
g) Developer can allow a free training session from the client to understand the functionality of the website with a maximum free session of 30 mins either by means of online screen sharing or telephonic call training. It is the responsibility of the client to book the training session within the 7 days after the delivery. After 7 days if client wish to book the training it will cost an hourly rate for which the developer can send the invoice depending on project basis.
a) We will invoice you for payment of the Fees either: when we have completed the Services; or on the invoice dates set out in the quotation.
b) You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
c) Time for payment shall be of the essence of the Contract.
d) Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 0% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
e) All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
f) If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
g) Receipts for payment will be issued by us only at your request.
h) All payments must be made in British Pounds unless otherwise agreed in writing between us.
11. Sub-Contracting and assignment
a) We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
b) You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
a) We can terminate the provision of the Services immediately if you: commit a material breach of your obligations under these Terms and Conditions; or fail to make pay any amount due under the Contract on the due date for payment; or are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
13. Rights To Deliverables Other Than Final Art
a) Third Party Services Includes and not limited to. All Third Party Materials are the exclusive property of their respective owners. Developer shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art.
14. Relationship Of The Parties
a) Independent Contractor. Developer is an independent contractor, not an employee of Client or any company affiliated with Client. Developer shall provide the Services under the general direction of Client, but Developer shall determine, in Developer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Developer and the work product or Deliverables prepared by Developer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
b) Developer Agents. Developer shall be permitted to engage and/or use third party Developers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Developer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
c) No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Developer, and Developer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Developer
15. Intellectual property
a) We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
16. Liability and indemnity
a) Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
b) The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
c) We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
d) any indirect, special or consequential loss, damage, costs, or expenses or;
e) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
f) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control (example lockdown due to COVID-19); or
g) any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
h) any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
i) You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
j) Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
17. Circumstances beyond a party’s control
a) Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, lockdown, COVID-19 pandemic situation, governmental action or any other event that is beyond the control of the party in question.
b) Developer may compensate the client in project development if project is delayed for any reason.
a) All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
b) Notices shall be deemed to have been duly given:
c) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
d) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
e) on the fifth business day following mailing, if mailed by national ordinary mail; or
f) on the tenth business day following mailing, if mailed by airmail.
g) All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
19. No waiver
a) No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
a) If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
21. Force Majeure
a) 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.
22. Law and jurisdiction
a) This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.