1. Definitions
1.1. “Provider” refers to Ambrose Web, the party providing the web application development services.
1.2. “Client” refers to the purchaser of the services.
1.3. “Agreement” refers to these Terms and Conditions, as agreed upon by the Provider and Client.
1.4. “Deliverables” refers to the final web application, including features outlined in the agreed project scope.
1.5. “Minimum Viable Product (MVP)” refers to the base functionality required as specified in Section 2 of this Agreement.
2. Scope of Services
2.1. The Provider agrees to develop and deliver a web application which matches the Client’s MVP (Minimum Viable Product)
2.2. Additional features or changes to the scope of services may be agreed upon separately and may result in adjustments to costs and timelines.
3. Delivery Timeline
3.1. The expected delivery timeline will be given by the Provider and they will do their best to keep to this however there are always outside factors which may affect this turnaround including any changes to project requirements.
3.2. Any delays caused by scope changes, unforeseen circumstances, or lack of timely feedback from the Client will result in deadline adjustments.
4. Payment Terms
4.1. The total project cost is detailed in the estimate sent previously.
4.2. Payment shall be made according to the following milestones:
- 40% upfront deposit upon signing this Agreement.
- 60% upon completion of initial development and MVP testing (by Provider)
- 0% upon final delivery and approval
4.3. All payments are non-refundable.
5. Confidentiality
5.1. The Provider agrees to maintain strict confidentiality of all Client information, project details, and proprietary data.
5.2. The Client agrees not to disclose the terms of this Agreement or any proprietary methodologies or technologies used by the Provider or subcontracted parties.
6. Intellectual Property
6.1. Upon full payment, the Provider will transfer ownership of the completed web application to the Client.
6.2. The Provider retains ownership of any proprietary tools, methodologies, or frameworks used during development unless otherwise agreed in writing.
7. Liability and Warranty
7.1. The Provider warrants that the web application will function as specified in the agreed project scope for a period of 30 days following final delivery.
7.2. The Provider is not liable for issues arising from third-party integrations, hosting environments, or any modifications made by the Client after delivery.
7.3. The Provider’s maximum liability for any claims under this Agreement shall not exceed the total amount paid by the Client.
8. Communication
8.1. The Provider will maintain regular communication with the Client through email, video calls and telephone calls to ensure transparency and progress updates.
8.2. The Client agrees to provide timely feedback and approvals to facilitate the development process.
9. Delegations
9.1. The Provider reserves the right to delegate tasks to its team or affiliates as needed to ensure timely delivery.
9.2. The Provider remains fully responsible for the quality and timely delivery of the services, regardless of subcontracting arrangements.
10. Termination
10.1. Either party may terminate this Agreement by providing 14 working days written notice if the other party breaches any material term of this Agreement and fails to remedy the breach within 14 working days of receiving written notice.
10.2. Upon termination, the Client will pay for all work completed up to the date of termination.
11. Dispute Resolution
11.1. In the event of a dispute, both parties agree to resolve the matter amicably through negotiation.
11.2. If unresolved, disputes will be submitted to binding arbitration in accordance with the laws of The United Kingdom.
12. Governing Law
12.1. This Agreement is governed by the laws of The United Kingdom.