Software Development Terms and Conditions

1. HOW THE AGREEMENT WILL BE MADE

SiteSmith.co.uk will send the Purchaser an email giving details of:

• Specifications of the software to be developed
• The payments to be made for the software
• The testing delivery date of the first version of the software for testing
• The final delivery date of the completed software (7 working days after the Testing Delivery Date)
• The acceptance tests for the software

The Purchaser may reply to this email confirming that the Purchaser agrees to the details as given in the email and confirming that the Purchaser would like SiteSmith.co.uk to go-ahead with the software development. This reply shall be called the Agreement Email. On receipt of the Agreement Email by SiteSmith.co.uk, SiteSmith.co.uk and the Purchaser will enter into an Agreement based on the details in the Agreement Email and governed by these Terms and Conditions.

On receipt of the Agreement Email SiteSmith.co.uk will start work on the software.

2. SITESMITH.CO.UK’S RESPONSIBILITIES

SiteSmith.co.uk warrants to make the best effort to produce the software in accordance with the specifications in the Agreement.

If for technical or any other reasons it becomes impossible for SiteSmith.co.uk to produce the software to the exact specifications then SiteSmith.co.uk and the Purchaser will agree to amend the specifications so that the software can be completed. This may also involve an amendment to the cost of the software to be agreed by SiteSmith.co.uk and the Purchaser. If no agreement can be reached on amendments to the specifications and/or adjustments to the price of the software then this Agreement may be cancelled by the Purchaser or by SiteSmith.co.uk.

3. PURCHASER'S RESPONSIBILITIES.

Purchaser shall provide information, graphics and any other resources requested by SiteSmith.co.uk, as specified in the Agreement Email, that are necessary for SiteSmith.co.uk to fulfill their responsibilities under this Agreement.

4. SOFTWARE DELIVERY AND PAYMENT TERMS

By the testing delivery date specified in the Agreement, SiteSmith.co.uk shall deliver to Purchaser the first version of the software.

Upon delivery, the Purchaser shall conduct the acceptance tests that were agreed by SiteSmith.co.uk and the Purchaser in the Agreement Email. These tests will take no longer than seven (7) working days.

If the programs fail to perform the acceptance tests, the Purchaser shall notify SiteSmith.co.uk of the failure of the test. SiteSmith.co.uk will begin reprogramming to remedy the failure.

In the event that the failure cannot be remedied within the 7 day testing period and so before the final delivery date then SiteSmith.co.uk shall notify Purchaser of the new testing delivery date. The final delivery date will always be 7 working days after the testing delivery date.

Where there is a disagreement as to the satisfactory completion of the acceptance tests, the parties shall use their best efforts to resolve such disagreement. If SiteSmith.co.uk and the Purchaser cannot agree that the acceptance tests have been satisfactorily completed then SiteSmith.co.uk or the Purchaser may cancel the Agreement.

Upon passing the acceptance tests and on delivery of the final version of the software, Purchaser shall pay to SiteSmith.co.uk the balance for the Agreement.

For delivery on or before the final delivery date specified in the Agreement, Purchaser shall pay to SiteSmith.co.uk the full price for the Agreement. For delivery after the final delivery date specified in the Agreement Email, but prior to the expiration of a grace period of 30 days, Purchaser shall pay to SiteSmith.co.uk the full price for the Agreement.

Failure by SiteSmith.co.uk to deliver the completed programming by the end of the 30 days after the final delivery date specified in the Agreement Email will entitle the Purchaser to a 10 (ten) percent reduction in the cost of the entire Agreement.

In the event that SiteSmith.co.uk fails to deliver the completed programs three (3) months after the original final delivery date the Purchaser may cancel that Agreement.

5. AFTER PAYMENT.

After payment for the software the Purchaser will own all the code that is necessary for the operation of the software program. The Purchaser agrees not to sell or give the code to any third party or to allow any third party to gain access to the code except for the purpose of developing the software product produced under this agreement.

For six months after the Final delivery date of the Agreement, SiteSmith.co.uk will, at no charge to Purchaser, correct any defects which impair the software's ability to meet the specifications.

6. EXCLUSION FROM LIABILITY

SiteSmith.co.uk does not warrant that the functions of the software will meet the client’s expectations in any way. In no event will SiteSmith.co.uk be liable to the client, or any third party for any damages, including any loss of profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the software. SiteSmith.co.uk cannot be held responsible or liable for any ill or damaging effects of the software supplied in fulfillment of this Agreement nor can SiteSmith.co.uk be held responsible or liable for any ill effects caused by late delivery of the software supplied in fulfillment of this Agreement.

7. TRADEMARKS AND COPYRIGHTS.

SiteSmith.co.uk warrants that all software will be of original development by SiteSmith.co.uk and will not infringe upon or violate any patent, copyright, trade secret or other proprietary right of a third party.

The Purchaser guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to the SiteSmith.co.uk for inclusion in the software are owned by the Purchaser, or that the Purchaser has permission from the rightful owner to use each of these elements.

8. CONFIDENTIALITY AND SECURITY OF INFORMATION.

Each party acknowledges that all material and information which has or will come into the possession and knowledge of each in connection with this Agreement, consists of confidential and proprietary data, whose disclosure to or use by third parties will be damaging, Both parties, therefore, agree to hold such material and information in strictest confidence, and not to release or disclose it to any other party.

9. FORCE MAJEURE.

Neither party shall be responsible for delays or failures on performance resulting from acts beyond their control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, government regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes or other disasters.

10. CANCELLATION OF THE AGREEMENT

If the Agreement is cancelled then the Purchaser does not have to make any payment and SiteSmith.co.uk does not have to provide any part of the software product specified by the Agreement.