These terms shall take precedence over any terms to the contrary and cannot be varied unless expressly agreed in writing.
1. Project Specifications / Hardware Sourcing
Software is developed according to a requirements specification written either by the Client or by IT-Pro but which in either case has to be approved by the Client.
Hardware is sourced / supplied according to a requirements specification written either by the Client or by IT-Pro but which in either case has to be approved by the Client.
All work carried out either within the offices of IT-Pro or on client sites will be done based on a requirements specification written either by the Client or by IT-Pro but which in either case has to be approved by the Client.
Our hardware suppliers reserve the right to change their pricing. Should their prices change in the time between us requesting a quote from them and the client accepting the quote and remitting any required payment to us, we will notify the client of the price change and give them the option of a new invoice amount or a refund.
2. Payment Terms
3. Delivery and Acceptance
After the software / hardware has been installed, configured and tested the Client shall have 10 days to review and test the software / hardware to determine whether it complies with the applicable requirements. If during this period the Client reasonably determines that the software / hardware fails to comply with said requirements, the Client shall notify IT-Pro in writing. This notification should specify the deficiencies and upon receipt IT-Pro shall be given sufficient time in which to correct the stated deficiencies. The Client shall then have 10 days to test and re-evaluate the software / hardware. If, during this time, the Client reasonably determines that the software / hardware still does not comply with the requirements and standards, the Client shall have the option of either:
i) Terminating this agreement.
ii) Granting IT-Pro additional opportunities to correct any deficiencies as agreed. If the Client fails to give IT-Pro written notice of any deficiencies during the times above provided, the Client will be deemed to have accepted the Software / hardware.
Upon acceptance by Client, whether by affirmative acceptance or by its failure to object during the above time frames, the Client shall become immediately responsible for payment of the applicable fee. Upon receipt of payment of software, IT-Pro shall immediately deliver to the Client one copy of the completed software in source code format and one copy in object code format on media deemed appropriate by the Client.
4. Delays in Completion Dates
IT-Pro will take all reasonable steps to adhere to all agreed completion dates, and will inform the Client as soon as is practicable if it anticipates any delays. In the event that any scheduled delivery is inexcusably delayed by more than thirty days, the Client will have the option to declare IT-Pro in Default of this agreement. Any such delay will be determined excusable where the delay is caused by forces beyond the reasonable control of IT-Pro, including, but not limited to, acts of God, labour disputes or the actions of the Client which prevent IT-Pro from reasonably performing its duties. An excusable delay does not include the failure of IT-Pro’s employees or subcontractors to perform duties assigned to them by IT-Pro or the failure of IT-Pro to obtain required supplies and materials necessary to perform its obligations under this agreement. In the event of an excusable delay, IT-Pro will not be in breach of this agreement so long as it immediately notifies the Client of the delay and takes reasonable steps to cure the delay. In this event, the time for performance may be extended for a period of time equal to the duration of the conditions giving rise to the excusable delay.
Upon Acceptance, and where the contract value is of at least five thousand pounds, IT-Pro shall provide one full day of training by a member of its staff to a group of the Client’s staff. Additional training, if reasonably requested by the Client, may also be provided.
6. Ownership of Software and Documentation
The Client hereby grants to IT-Pro a nonexclusive and irrevocable license to use the Software in any manner it sees fit including the right to prepare derivative works based on the Software, to copy and distribute the Software, to sell the Software or other software developed from the Software, or to use any of its elements or background technology, subject only to the restriction that IT-Pro, and all of its employees, shall not, for a period of three years after delivery of the completed software system, license, use or sell the Software, or any substantially similar software or derivative works based on the Software, to any individual, business or other entity which is directly engaged in competition with the Client.
7. Hardware Warranty
This will be provided by the hardware vendor. Hardware warranty is generally 1 year from date of purchase. However, this can be different for various types of hardware. Please ask about the warranty provided at point of purchase.
8. Software Warranty
According to the current international practice, a manufacturer (or contractor) has the right to set a warranty period for his product (work, service) – a period, during which he is prepared to deal with the client’s problems and complaints regarding inferior product quality (work, service). A warranty entails an obligation to eliminate any defects in the operation of a product or its construction, which are due to a production fault. In other words, during the warranty period the developer must fix all software defects within the agreed time limit, provided that the following conditions are met:
According to the law, warranty obligations oblige the developer to eliminate only those defects which arise as a result of his own error(s). Analysis and additional work is required to correct faults and it may be some time before a given piece of software is returned to the client. If the failure is deemed to be the fault of the client, then the developer is not obliged to resolve any defects or provide a new version of the software.
9. Software Support
IT-Pro will provide support services not otherwise covered by the above warranty provisions as is reasonably required by the Client at an amount to be agreed with the Client prior to commencement of work. Such support services include, but are not limited to, consultation concerning the operation and utilization of the Software, software error correction, and designing, coding, and implementing program changes and modifications.
Software Warranty and Software Support costs.
After installation to a live environment any software defects will be fixed through a software warranty, any changes to existing systems that are above the original specification will be done under software support. The costs and explanation of these are outlined in the table below.
|Cost of service||An average year-long warranty amounts to 20% of the development cost.||Is paid additionally, according to the number of working hours spent.|
|Defect resolution||Only covers defects which occur due to development error(s), the subject of which appears in the requirements specification.||All defects covered.|
|How soon the client’s claim is processed||One to several weeks from the day IT-Pro has been advised of a fault and analysis is conducted.||Instant response. The shortest possible correction turnaround time. Round-the-clock work is possible.|
|Product customisation||Returned product has the same properties outlined in the requirements specification.||Product is reworked to show optimal performance in completing specific tasks.|
|Consulting services||According to original specification.||Available upon request.|
|Possibility of modernising the product and expanding its functionality||No. Can be conducted but under an additional agreement.||Yes|
* You may accept delivery of software without a software warranty. However, any resolutions to post roll-out issues would be chargeable at our current developer rate.
10. Server Support Services
Subscriptions to this service are based on the number of servers you have on site. At this time we cannot support Linux based computers under this scheme. Support for these systems is provided on an ad-hoc basis or using our flexible service plans.
This service provides you with:
11. Computer Support Services
Subscriptions to this service are based on the number of PCs you have on site. At this time we cannot support Linux based computers under this scheme. Support for these systems is provided on an ad-hoc basis or using our flexible service plans.
This service provides you with:
12. Web Hosting Services
IT-Pro agrees to treat all information provided by the Client as confidential. Such information includes, but is not limited to, Client’s customer lists, financial information, business plans, and proprietary intellectual property. Said parties shall use all reasonable methods to keep such information confidential and shall not disclose such information except as is necessary either to reasonably carry out the terms of this agreement, is required by law or is otherwise authorized by this agreement. Information which was known by IT-Pro without an obligation to keep it confidential or which was developed by or for it is not considered confidential information under this agreement. If required by the Client and requested in writing, IT-Pro agrees to cause any person who is actively involved in its business to enter into a separate Confidentiality Agreement incorporating the above terms. IT-Pro shall use its best efforts to prevent anyone from violating this confidentiality agreement and shall cooperate with the Client in its enforcement.