Should fonts, stock images, themes, be required, this is for your account. You will supply the paid invoice along with the assets for the project before licensed material is incorporated into the work product.
DEFINITIONS AND INTERPRETATIONIn this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings:
“AFSA” means the Arbitration Foundation of Southern Africa.
“Agreement” means this Master Services agreement, including all Annexures hereto, and any Service Confirmation Schedule executed pursuant to the terms of this Agreement.
“Charges” shall mean all charges and/or fees payable by the Customer to Siberia for the Services / Software / Work Product.
“Confidential Information” means any information or data which by its nature or content is identifiable as confidential and/or proprietary to a Party and/or any third party, or which is provided or disclosed in confidence.
“Developers Lien” means any claim or legal right against assets that are used as collateral to satisfy a debt.
“Prime Rate” means the prime rate published by Siberia’s principle bankers, as certified by any representative of that bank whose appointment and designation it will not be necessary to prove.
STATEMENT OF WORK
One or more Statements of Work may be written for the project explaining in detail what is being build, what the deliverables are, etc.
ACCEPTANCE TESTING OF SOFTWARE DELIVERABLES
During the development of software, the client will have access to a staging environment in order to be able to test the web based application. As part of the sprint occurring, it is the clients responsibility to also test the software.
BUGS / DEFECTS / ERRORS
During the development of the software, a Known Error Log will be maintained to track all known bugs, errors and defects. The developer will also test for regressions in the software deliverables. It is understood in software development that all software contains bugs, errors and defects. While all reasonable care is extended while building software, bugs, errors and defects can occur in the software.
1. Security Interest in Deliverables:
- Developer (us) shall retain a security interest in all Deliverables (source code, documentation, design documents, etc.) created under this Agreement until full payment is received by Developer.
- Client (you) acknowledges and agrees to cooperate with Developer to perfect and maintain Developer’s security interest in the Deliverables, including executing any necessary financing statements or other documents.
2. Remedies for Non-Payment:
- In the event of non-payment for Deliverables, Developer shall have the right to exercise its security interest in the Deliverables in accordance with applicable law, including the right to:
- Repossess the Deliverables.
- Sell or otherwise dispose of the Deliverables at commercially reasonable terms, with the proceeds applied to satisfy the outstanding payment.
- Use the Deliverables (including licensing them to third parties) to the extent necessary to recover the outstanding payment.
SERVICE SUSPENSION/TERMINATION
We reserve the right to suspend/terminate running instances with third-party hosting providers. Once payment has been settled, the setup will need to be recreated and restored from backups which we maintain for a period of 60 days. Client agrees to pay the costs of reinstating the new instances for hosting on a time and materials basis. Should we need to update configuration management code to cater for newer versions of system software, this will be charged on a time and materials basis.
SOFTWARE MAINTENANCE FEES
25% of the development costs will be billed yearly for software maintenance fee for the delivered software to be maintained during the course of the year. This includes updating the third-party dependencies, testing third-party dependencies still work as expected, etc.
FORCE MAJEURE
Neither party shall be liable for any failure to fulfill its obligations under this Agreement if and to the extent such failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, lightning, strike action, flood, wind, fire, earthquake, war, pandemics and government/provinicial/state regulations, lockdowns and state of emergency or other civil disturbance.
Should either party be unable to fulfill a material part of its obligations under this Agreement for a period in excess of 30 (thirty) days due to circumstances beyond its control, the other party may, in its sole discretion, cancel this Agreement forthwith by written notice.
ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties hereto. No Alterations, amendments or variations to this Agreement shall be regarded as valid and binding unless reduced to writing and signed by the parties hereto. No relaxation or indulgence shown by any party to the other shall be regarded as a waiver of that party’s
rights as contained in this Agreement.
APPLICABLE LAW
This Agreement (including its validity, existence and implementation, the interpretation and application of its provisions, the respective rights and obligations of the parties in terms of and arising out of the conclusion, breach and termination of the provisions of this Agreement) shall be interpreted and governed in all respects by the laws of the Republic of South Africa.
LEGAL COSTS
Any action instituted by the Company against the Customer including but not limited to consultation with the Company’s attorneys, as a result of any breach of any of the terms herein, by the Customer, shall entitle the Company to recover all its attorney and own client legal cost occasioned by such breach from the Customer