Terms and Conditions of Nexeirz Website Development
Introduction
These terms and conditions (the “Terms”) govern the relationship between you (“Client”) and Nexeirz (“Developer”) in relation to the website development services (the “Services”) that we will provide to you. By using our Services, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Services.
Services
2.1 We will provide the Services to you in accordance with the specifications set out in the proposal that we have provided to you (based on the “Website Check-list (Proposal)”).
2.2 We will use all reasonable skill and care in providing the Services to you. Our team of experienced developers will work with you to ensure that the website meets your needs and exceeds your expectations.
2.3 We will provide the Services in a timely manner and will use all reasonable efforts to meet any performance dates specified in the Proposal, however, any such dates are estimates only and time shall not be of the essence. In the event that there are delays, we will keep you informed and will work with you to find a solution that meets your needs.
2.4 We will comply with all relevant laws and regulations in providing the Services. This includes ensuring that the website is compliant with all relevant data protection and privacy laws.
2.5 We will keep you informed of the progress of the Services and will provide you with weekly updates. This includes providing you with access to a project management system where you can track the progress of the project, view milestones and deadlines, and communicate with the development team.
Your obligations
3.1 You will co-operate with us in all matters relating to the Services. This includes providing us with all necessary information and materials, such as content and images, in a timely manner.
3.2 You will ensure that all information and materials provided to us are complete and accurate in all material respects.
3.3 You will obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to start. This includes obtaining any necessary licenses for any third-party software or tools that will be used on the website.
3.4 If our performance of the Services is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Client Default”):
(a) We will not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay;
(b) You will reimburse us on written demand for any costs or losses we sustain or incur that arise directly or indirectly from such prevention or delay.
Fees and Payment
4.1 The fee for the Services will be as set out in the Proposal.
4.2 Unless otherwise agreed, the fee for the Services will be payable as follows: 50% of the fee will be payable on acceptance of the Proposal, and the balance of the fee will be payable on completion of the Services.
4.3 All fees are exclusive of VAT, which will be added to our invoices at the appropriate rate.
4.4 We reserve the right to charge interest on overdue invoices at the rate of 4% per annum above the base lending rate of the Bank of Negara from time to time.
Intellectual property rights
5.1 We will retain ownership of all intellectual property rights in any material created by us as part of the Services. This includes, but is not limited to the website design, code, and any other materials created by us during the course of providing the Services.
5.2 You will own all intellectual property rights in any materials that you provide to us as part of the Services, such as text, images, and branding.
5.3 We grant you a non-exclusive, non-transferable license to use the materials created by us as part of the Services for the purpose of operating and maintaining the website. This license will continue for as long as you continue to use the website.
5.4 You will not copy, modify, distribute, sell, or transfer the materials created by us without our prior written consent.
5.5 You will not use our name, logo, or any other of our branding without our prior written consent.
5.6 You will not remove any proprietary notices from the materials created by us.
Data protection and privacy
6.1 We will comply with all relevant data protection and privacy laws in providing the Services. This includes ensuring that the website is compliant with the General Data Protection Regulation (GDPR).
6.2 You will comply with all relevant data protection and privacy laws in relation to the use of the website. This includes ensuring that you have the necessary consents and permissions to collect, process, and store any personal data that is collected via the website.
6.3 We will not share any personal data that is collected via the website with any third parties without your prior written consent.
Warranty and liability
7.1 We warrant that the Services will be provided using reasonable skill and care.
7.2 We will not be liable for any loss or damage that is caused by any event or circumstance that is beyond our reasonable control.
7.3 We will not be liable for any indirect or consequential loss or damage that is suffered by you or any third party.
7.4 Our total liability to you in relation to the Services will be limited to the total fee for the Services.
Confidentiality
8.1 Both parties will keep all confidential information (“Confidential Information”) that is disclosed to them by the other party during the course of providing the Services confidential and will not use or disclose such Confidential Information without the other party’s prior written consent.
8.2 The obligations of confidentiality set out in this clause 8 will not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of a breach of this clause 8;
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) is received by the receiving party from a third party without breach of any obligation of confidentiality;
(d) is independently developed by the receiving party;
(e) is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
Termination
9.1 Either party may terminate this agreement by giving the other party 30 days written notice.
9.2 We may terminate this agreement immediately if you fail to pay any amount due under this agreement on the due date for payment.
9.3 We may terminate this agreement immediately if you commit a material breach of this agreement.
Changes to the Agreement
10.1 We reserve the right to change, modify, add or remove portions of these terms and conditions at any time and without prior notice, and it is your responsibility to check these terms and conditions periodically for changes.
10.2 Your continued use of the Nexeirz website and/or services following the posting of changes to these terms and conditions will mean that you accept and agree to the changes.
Entire Agreement
11.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
11.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
Waiver
12.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
12.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
Severability
13.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
Assignment and Subcontracting
14.1 You shall not assign, transfer, charge or otherwise dispose of this agreement, or sub-contract any or all of its rights and obligations under this agreement, without our prior written consent.
14.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this agreement, provided that your rights under this agreement are not prejudiced.
Third-Party Rights
15.1 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
No Partnership or Agency
16.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
Notices
17.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the email address provided by the recipient.
17.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, on the day of delivery;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or
(c) if sent by email, at the time of transmission, if sent during normal business hours of the recipient, and otherwise at 9.00 am on the next business day of the recipient.
17.3 This clause does not apply to the service of any proceedings or other documents in any legal action.
Force Majeure
18.1 We shall not be liable to you as a result of any delay or failure to perform our obligations under this agreement if such delay or failure is due to any cause beyond our reasonable control.
Acknowledgement
19.1 You acknowledge that you have read and understood this agreement, and that it is reasonable.
Acceptance
20.1 By using our Services, you accept and agree to be bound by the terms and conditions of this agreement.
Contact Us
21.1 If you have any questions about this agreement, please contact us at contact@nexeirz.com
Thank you for choosing Nexeirz for your website development needs. We look forward to working with you.