The terms “us”, “we”, “our”, “Developer” and “Chillisquared” where used below refer to Chillisquared Limited, and the term “Customer” refers to the Client or Customer engaging our services.
1. By engaging us for use of our services, or by using this website you are implying agreement to our full terms and conditions as published here. These may be subject to change by Chillisquared on this page without prior notice.
2. Purpose of Agreement: Customer desires to retain Chillisquared as an independent contractor to provide any services as agreed. Accordingly, the parties agree as follows:
3. Preparation of Development Plan: Chillisquared Limited shall prepare a development plan (“Development Plan”) for the provision of our services which may take the form of a text document or mindmap flowchart, as we see fit and containing
(a) Specifications for the Software and associated costs due;
(b) a listing of all items to be delivered to Customer under this Agreement (“Deliverables”);
(c) a delivery schedule containing a delivery date for each Deliverable (dates may be estimated depending on scope of project)
Upon approval of the Development Plan by Customer, a deposit of 40% will be required to engage our services, along with any identified third-party costs, including hosting, domain names or any other costs identified in the Development Plan. Once payment has been received by Chillisquared, we will advise a timeline and work can commence. The Customer may have cause to modify the Development plan with changes after this point, this may or may not be subject to additional charges, depending on any additional scope introduced (see (8) Changes to Project Scope
Payment is required of 40% of development costs at the outset in order to engage Chillisquared Limited. Additionally, any identified third party costs that the Customer requires according to the agreed Development Plan also need to be settled at this stage. The remaining 60% of Chillisquared’s development costs will be due on completion, at “handover” when the Development plan is complete and the site is ready to go live as per this plan.
5. Payment of Developer’s Costs:
We will absorb additional costs as follows, unless Chillisquared Limited predict costs that may become excessive (ie greater than 5% of the total development cost), these costs include
(a) all communications charges
(b) costs for providing conversion services for converting Customer’s database
(c) media costs
(d) travel expenses in excess of 2 meetings
(e) other expenses resulting from the work performed under this Agreement.
Any additional charges shall be notified or predicted at the earliest opportunity and subsequently submitted as an itemized statement of Developer’s expenses. Customer shall pay Developer within 30 days from the date of each statement.
6. Changes in Project Scope:
If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Chillisquared’s work under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Chillisquared a written proposal specifying the desired changes.
Chillisquared will evaluate each such proposal at its standard rates and charges and then submit to Customer a written response to each such proposal within 10 working days following receipt thereof. Developer’s written response shall include a statement of the availability of Chillisquared’s resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement.
Changes to the Development Plan shall be evidenced by a “Development Plan Modification Agreement.” The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it.
Should Chillisquared not approve the Development Plan Modification Agreement as written, we will so notify Customer within 10 working days of our receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.
For purposes of this Agreement, each Development Plan Modification Agreement duly authorized in writing (including but not exclusive to e-mail) by Customer and Chillisquared shall be deemed incorporated into and made part of this Agreement. Each such Development Plan Modification Agreement shall constitute a formal change to this Agreement adjusting fees and completion dates as finally agreed upon.
Developer shall use all reasonable efforts to deliver the Software on schedule. However, at its option, Developer can extend the due date for any Deliverable by giving written notice and reason to Customer. The total of all such extensions shall not exceed an agreed number of days and in the event that the delay is not down to the Customer (such as delayed responses to Chillisquared’s questions or queries), no further cost shall be borne by the Customer.
Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, provided that the delayed party has taken reasonable measures to notify the other of the delay in writing. The delayed party’s time for performance shall be deemed to be extended for a period equal to the duration of the conditions beyond its control.
Conditions beyond a party’s reasonable control include, but are not limited to, natural disasters, acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war and epidemics. Failure of subcontractors and inability to obtain materials shall not be considered a condition beyond a party’s reasonable control.
8. Acceptance Testing of Works:
Chillisquared Limited will allow the Customer a reasonable period to acceptance test or approve Chillisquared’s works.
If these works do not satisfy the acceptance criteria, Customer shall give Chillisquared Limited written notice stating why the criteria have not been met, making reference to the Development plan.. Developer shall have 30 days from the receipt of such notice to correct the deficiencies. Customer shall then have 30 days to inspect, test and reevaluate the Software. If the Works still do not satisfy the acceptance criteria, Customer shall have the option of either: (1) repeating the procedure set forth above, or (2) terminating this Agreement pursuant to the section of this Agreement entitled “Termination.” If Customer does not give written notice to Developer within the initial inspection, testing and evaluation period or any extension of that period, that the Works do not satisfy the acceptance criteria, Customer shall be deemed to have accepted the Software upon expiration of such period.
9. Training: Chillisquared shall provide basic training or a step-by-step document if warranted by the Works and contained in the Development Plan. This will be provided within 7 days of completion.
10. On completion the Works (which may include any one or combination of logo, website, design, brochures), Chillisquared Limited transfer all responsibility to the Customer. Chillisquared are happy to consider negotiating a Maintenance Agreement, and will always aim to assist our Customers wherever possible, however are not obliged to do so.
11. Ownership of Background Technology, Websites, Imagery: Customer acknowledges that Chillisquared Limited owns or holds a license to use and sublicense various preexisting development tools, routines, subroutines and other programs, data and materials that Developer may include in the Works developed under this Agreement. This material shall be referred to as “Background Technology.” Developer’s Background Technology includes, but is not limited to any components of the Works.
Chillisquared Limited retains all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology. Subject to full payment of the consulting fees due under this Agreement, Chillisquared Limited grants Customer a nonexclusive, perpetual worldwide license to use the Background Technology in the Works developed for and delivered to Customer under this Agreement, and all updates and revisions thereto. However, Customer shall make no other commercial use of the Background Technology without Chillisquared’s written consent.
Chillisquared Limited accepts no responsibility for any changes made to the Works by the Customer or Customer’s contractors after handover/completion.
12. Limitation of Developer’s Liability to Customer:
(a) In no event shall Chillisquared Limited be liable to Customer for lost profits of Customer, or special or consequential damages, even if Chillisquared Limited has been advised of the possibility of such damages. Chillisquared Limited accept no responsibility for safekeeping any materials, media or items sent or entrusted to us by the Customer or for any issues arising from third parties such as the Royal Mail.
(b) Chillisquared’s total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Developer by Customer under this Agreement.
(c) Chillisquared Limited shall not be liable for any claim or demand made against Customer by any third party except to the extent such claim or demand relates to copyright, trade secret or other proprietary rights, and then only as provided in the section of this Agreement entitled Intellectual Property Infringement Claims.
(d) Customer shall indemnify Chillisquared Limited against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit arising out of the use of the Software provided under this Agreement, other than for infringement of intellectual property rights. Chillisquared Limited shall promptly notify Customer in writing of any third party claim or suit and Customer shall have the right to fully control the defense and any settlement of such claim or suit.
19. Confidentiality: During the term of this Agreement, Chillisquared will use reasonable care to prevent the unauthorized use or dissemination of Customer’s confidential information. Reasonable care means at least the same degree of care Chillisquared Limited uses to protect its own confidential information from unauthorized disclosure.
Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing delivered to Consultant within 15 days of disclosure.
Confidential information does not include information that:
• the Developer knew before Customer disclosed it
• is or becomes public knowledge through no fault of Consultant
• Developer obtains from sources other than Customer who owe no duty of confidentiality to Customer, or
• Developer independently develops.
13. Term of Agreement: This Agreement commences on the date it is executed and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement.
14. Termination of Agreement: Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after written notice of such breach is sent to the other party.
If Chillisquared Limited terminates this Agreement because of Customer’s default, all of the following shall apply:
(a) Customer shall immediately cease use of the Software.
(b) Customer shall, within 10 days of such termination, deliver to Chillisquared Limited all copies and portions of the Software and related materials and documentation in its possession furnished by Developer under this Agreement.
(c) All amounts payable or accrued to Chillisquared Limited under this Agreement shall become immediately due and payable.
(d) All rights and licenses granted to Customer under this Agreement shall immediately terminate.
14. Chillisquared Limited are an Independent Contractor:
Chillisquared Limited act as an independent contractor, and shall not be deemed, Client’s employees. In its capacity as an independent contractor, Chillisquared Limited agrees and represents, and Customer agrees, as follows:
(a) Chillisquared Limited has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.
(b) Chillisquared Limited has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
(c) Chillisquared Limited has the right to perform the services required by this Agreement at any place or location and at such times as Developer may determine.
(d) Chillisquared Limited will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant’s work must be performed on or with Customer’s computer or existing software.
(e) The services required by this Agreement shall be performed by Chillisquared Limited, or their staff, and Customer shall not be required to hire, supervise or pay any assistants to help Developer.