1. Ognitech LTD, (registration number 11355861) 27 Old Gloucester Street, London WC1N 3AX, United Kingdom (“Ognitech”)
2. Any person or company who choose Ognitech (The “Customer”)

Definition of Terms

Project – This refers to the work detailed within the Proposal or Quotation built by Ognitech and agreed to by the Customer.
Acceptance Period – This refers to a maximum of 30 days after the beta version of the project is provided. During these 30 days we will carry out any tweaks and bug fixes to ensure the project is working in conformity with the proposal or quotation agreed with the Customer.

Choice Do – This is the project management tool used to keep the Customer updated on project progress and to allow the Customer to communicate directly with Ognitech.

New Requirements – This term refers to any additional feature or requirement requested by the Customer that was not included within the agreed Proposal or Quotation.

Third Party Works – This refers to any work, software, script or code that is not developed by Ognitech or the Customer

Project Creep - Additional changes requested in the project from the agreed specification set out in the Proposal or Quotation 

1. The Services 

1.1 Ognitech will:
(a) Design and develop the Project as per the Proposal or Quotation provided to the Customer;
(b) Incorporate the functional features specified in the Proposal or Quotation agreed in writing by the parties, together with the Third Party Works (if any), into the project;
(c) Keep the Customer informed of the progress of the Project during design and development via the project management tool - Choice Do, emails and telephone, as and when required.
(d) Provide the Customer with reasonable access to the Project for testing and acceptance
(e) Deliver the Project to the Customer in accordance with the Proposal or Quotation and agreed payment terms.

1.2. Ognitech will use reasonable endeavours to perform the services in accordance with the timetable set out in the Proposal or Quotation; however, Ognitech cannot guarantee that that timetable will be met if there is delays from the Customer to provide the Customer Obligations (see below) or other unforeseen delays beyond the control of Ognitech.

2. Customer Obligations 

2.1 The Customer will provide Ognitech with:
(a) Such co-operation as required by Ognitech (acting reasonably) to enable the performance by Ognitech of its obligations under this Agreement; and
(b) All information, content and documents required by Ognitech (acting reasonably) in connection with the provision of the Services.

2.2 The Customer will be responsible for procuring any Third Party Works (such as payment gateway accounts) to enable Ognitech to fulfil its obligations under this Agreement. If there is a delay in getting such Third Party Works by the customer beyond 10 working days, Ognitech will complete the agreed works and invoice the customer for agreed charges and the customer agrees to pay the invoice with 10 working days from the date of invoice.

2.3 The Customer will fulfil his/her obligations for the Project in accordance with the timetable set out in the Proposal or Quotation. The Customer acknowledges that any delays in providing Ognitech with essential feedback or updates during the project may cause the Project time-frame to be extended.

2.4 The Customer agrees that once the beta version of the Project has been provided, the payment for the Project is due. If the Customer has still not provided all content for the project at this stage, it does not mean that Ognitech have not done their job. Ognitech will use test content as a placeholder until the Customer adds the appropriate content from the admin Content Management System provided.

2.5 The Customer hereby agrees to pay Ognitech the charges detailed and agreed in the Proposal or Quotation, as per the agreed terms of payment. If the Customer wishes to cancel the contract, the Customer agrees to pay any outstanding charges due to Ognitech calculated at the hourly rate of £50 plus VAT.

2.6 Ognitech may include the Credit together with a link to Ognitech’s website on each page of the Website in a position and in a form to be agreed by the parties. The Customer will retain any such Credit and link in an adapted version of the Website, and the Customer will (and will only) remove any such Credit and link from the Website at Ognitech’s request.

2.7 The Customer hereby indemnifies and undertakes to keep indemnified Ognitech against any and all damages, liabilities, cost, losses and expenses (including legal expenses) suffered and arising out of the use of the project.

3. Delivery and Acceptance 

3.1 Ognitech will use reasonable endeavours to deliver the project to the Customer for acceptance testing as set out in the Proposal or Quotation.

3.2 During the Acceptance Testing period, the Customer will carry out acceptance tests to determine:
(a) Whether the project conforms in all material respects with the specification of the project within the Proposal or Quotation; and
(b) Whether the project has any Defects,

3.3 The Customer will inform Ognitech within the Acceptance Period, setting out in detail the respects in which the project does not meet the Acceptance Criteria; and

3.4 Ognitech will amend any issues that cause the Project not to work as per the agreed Proposal or Quotation.

3.5 The project will be deemed to have been accepted by the Customer if:
(a) the Customer does not give any notice to Ognitech under Clause 3.3, or
(b) the Customer publishes the project or uses part of it for any purpose other than development and/or testing.

4. Project Creep 

4.1 If the Customer requests any additional requirement or feature that is not within the proposal this is considered as New Requirements

4.2 New Requirements will be quoted for and billed at our hourly rate of £45 + VAT Per Hour

5. Deliverables 

Ognitech will deliver (dependant on the nature of the project):

5.1 All graphic design for the Project

5.2 Fully developed and Quality Tested Project

5.3 Host the Project on the agreed server (for Web or App projects)

5.4 All photographs and icons as agreed in the Proposal or Quotation.

5.5 An electronic copy of the full code of the Project (for Web projects)

5.6 All copyright and licence for life upon full settlement of invoices.

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