Terms and Conditions

Last updated February 19th, 2024

This Contract (“Agreement”)

This Agreement is entered into by and between BeLouder, hereinafter referred to as the “Developer,” and the entity requiring our services, hereinafter referred to as the “Client.” Both parties agree to the following terms and conditions, as outlined in the written proposal between the parties (the “Proposal”).

1. The Project

1.1 Scope of Work

In consideration of the Client paying the Developer the specified Fees as detailed in the Project Proposal, the Developer agrees to:

(a) Develop the Website in accordance with the Client’s specified requirements as outlined in the Project Proposal (the “Project”); and

(b) Provide additional Services to the Client, as agreed upon by both parties.

1.2 Project Specification

The Project Specification is defined in the Project Proposal document.

1.3 Amendments and Variations

Any amendments or variations to the Project Specification must be documented in writing and mutually agreed upon by both parties. In the event of disagreement regarding proposed changes, the Parties shall engage in good-faith discussions to resolve differences. If changes to the Project Specification result in additional expenses beyond the Proposal’s Fees, the Developer reserves the right to charge the Client for these additional expenses at its prevailing standard rates.

2. Delivery and Acceptance

2.1 Payment and Deployment

Upon successful completion of the Project, the Client shall remit full payment of the Fees to the Developer. Following payment, the Developer will deploy the completed Website to the Client’s hosting server.

2.2 Third-Party Hosting

Should the Client request the completed Website to be loaded onto third-party hosting services provided by the Client, the Developer may impose additional fees for this service. The Client is responsible for ensuring the proper configuration of the intended fileserver or disk space.

2.3 Acceptance Test

Upon receiving the completed Website, the Client shall have a 14-working-day period (the “Acceptance Test Period”) to test the Website to ensure it conforms to the Project Specification. Acceptance of the Website may only be withheld by the Client if it can demonstrate that the Website does not conform materially to the Project Specification. Upon completion of the Acceptance Test, the Client shall confirm to the Developer that the Project is complete (the “Project Release”).

2.4 Acceptance of the Website

Acceptance of the Website shall be deemed to have occurred upon:

(a) The expiry of the Acceptance Test Period without any material differences raised by the Client; or

(b) The Client’s use of any part of the Website for purposes other than testing.

2.5 Completion and Additional Work

Upon receipt of the Project Release or deemed acceptance, the Developer shall have no further obligations concerning the Project. However, the Client may request that the Developer undertake further work related to the Project, and if agreed upon, the Developer reserves the right to charge the Client for any additional work carried out at its prevailing commercial rate.

3. Delivery of Content, Materials, and Feedback

3.1 Client Content

The Client shall provide all necessary content, data, images, and information, along with any trade marks, trade names, logos, and branding (collectively referred to as the “Customer Content”) required for the Project.

3.2 Timely Cooperation

The Client acknowledges that the Developer’s ability to complete the Project depends on timely and complete cooperation. The Client commits to promptly notifying the Developer in writing of any delays in delivering the Client Content or specification input. In such cases, the Client will provide a revised timetable for supplying the required content or input.

3.3 Delays and Additional Expenses

The Developer shall not be held responsible for delays, missed milestones (if specified in the Project), or additional expenses incurred due to late delivery or non-delivery of the Client Content or input required for the Project.

4. Fees and Payment

4.1 Payment of Project Fees

The Client agrees to remit the Project fees as outlined in the Payment Schedule within the Project Proposal (the “Fees”) to the Developer.

4.2 Fee Instalments

Notwithstanding any specific payment milestones in the Project Specification, the Client shall make payments in the following instalments:

(a) An initial payment of 50% of the estimated Fees as per the proposal, due at least 5 days before the Project commencement by the Developer.

(b) The remaining estimated Fees to be paid upon completion, either before or upon publishing the website.

(c) Any outstanding balance of the development Fees to be settled no later than 10 days after the Acceptance Test Period expires.

4.4 Inclusive of IVA

All Fees payable include IVA (impuesto al valor agregado), unless the Client provides written evidence of IVA exemption.

4.5 Deduction Prohibition

The Client is required to make all payments in full without any deductions, whether by way of set-off, counterclaim, discount, abatement, or otherwise.

4.6 Remedies for Late Payment

Without prejudicing any other rights or remedies the Developer may possess, in case of the Client’s failure to pay the Fees by the due date, the Developer may, at its discretion:

(b) Suspend the Project until full payment is received.

(d) Terminate this Agreement with immediate notice.

4.7 Invoice Delivery

All invoices will be sent to the Client via email to the specified email address. The Client is responsible for notifying the Developer of any changes to the invoicing address.

4.8 Deposit Refund Policy

If the project is not initiated due to actions or decisions taken by the Developer, the Developer will refund the Deposit to the Client. If work has already commenced and the Client cancels the contract, the Deposit will be returned, minus the costs incurred for completed work.

By agreeing to these terms, both the Client and the Developer acknowledge their understanding and acceptance of the payment terms and conditions for the project.

5. Intellectual Property Rights

5.1 Client Content License

The Client hereby grants the Developer a non-exclusive, revocable, and royalty-free license to use and reproduce the Client Content solely for the purpose of fulfilling its obligations under this Agreement.

5.2 Developer Materials License

Upon full payment, the website design, and coding created by the Developer for the Website (excluding any Client Content) (referred to as the “Developer Materials”) will be licensed to the Client, unless otherwise specified in the signed proposal.

5.3 Usage and Modification Restrictions

The Client agrees not to access, modify, alter, or use any part of the Developer Materials with the intent of creating a separate website, licensing the Website to a third party, or diminishing the design and functionality of the Website without obtaining prior written consent from the Developer.

5.4 Domain Name Registration and Transfer

The Developer may register and renew domain names on behalf of the Client as requested. Fees and expenses related to domain registration and/or renewal will be included as part of the Fees. Upon payment of the Fees and delivery of the Project Release by the Client, the Developer commits to transferring all registration details for the Website, including but not limited to technical and administrative details, to the Client upon request.

By accepting these terms, both the Client and the Developer acknowledge their understanding and agreement with the intellectual property rights provisions outlined in this section.

6. Warranties

6.1 Authority to Enter and Perform

Each party represents and warrants that it possesses full power and authority to enter into and fulfill its obligations under this Agreement.

6.2 Developer’s Performance Warranty

The Developer warrants that it will execute its obligations under this Agreement with reasonable skill, care, and diligence. Furthermore, the Developer guarantees that the Client’s utilization of the Developer Materials will not infringe upon the intellectual property rights of any third party.

6.3 Client’s Intellectual Property Warranty

The Client assures that it, or its licensors, holds ownership of any intellectual property rights associated with the Client Content. Additionally, the Client affirms that it possesses the necessary authority to employ the Client Content in connection with the Website and that the Developer’s utilization of the Client Content, as stipulated in this Agreement, will not violate any third-party intellectual property rights.

6.4 Content Compliance

The Client confirms that, to the best of their knowledge and belief, the Client Content does not contain any elements that could reasonably be considered blasphemous, defamatory, or obscene. Moreover, the Client attests that the Client Content adheres to all applicable laws and regulations.

6.5 Exclusion of Other Warranties

Except as explicitly provided within this Agreement, all warranties, conditions, or other terms implied by statute, common law, or any other source are expressly excluded.

By accepting these terms, both the Client and the Developer acknowledge their understanding and acceptance of the warranties specified in this section.

7. Indemnities and Limitation of Liability

7.1 Exclusion of Certain Liabilities

This Agreement shall not exclude or limit the liability of either Party to the other Party for instances of death or personal injury resulting from negligence, fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

7.2 Limitation of Liability

Subject to clauses 7.1 and 7.4, neither Party shall be held liable, whether in contract, tort (including negligence), statutory duty, or otherwise, under or in connection with this Agreement for any of the following:

Loss of revenue
Loss of actual or anticipated profits
Loss of business
Loss of operating time or use
Loss of opportunity
Loss of reputation
Loss of, damage to, or corruption of data
Any indirect or consequential loss or damage, regardless of the cause.

7.3 Exceptions to Liability

Notwithstanding clause 7.2 above, the Developer shall bear no liability for any loss or damage incurred by the Client due to:

(a) Network failure or the Client’s inability to access the Website due to Internet or telecommunications network issues.

(b) Viruses, worms, Trojan horses, or similar devices.

7.4 Intellectual Property Indemnity

The Client shall indemnify and hold the Developer fully indemnified against any and all third-party claims of intellectual property rights infringement affecting the Client Content or the Hosting Services.

7.5 Aggregate Liability Limit

The total liability of the Developer under this Agreement shall not exceed the total cost of the service mutually agreed upon by both parties, minus the cost of work already completed and mutually agreed upon.

7.6 Revised Aggregate Liability Limit

Notwithstanding clause 7.5 above, the maximum aggregate liability of the Developer under this Agreement shall not exceed the total cost of the service provided by the Developer to the Client, minus the cost of work already completed and mutually agreed upon by both parties.

7.7 Compliance with Jurisdictional Laws

The Client acknowledges its responsibility to ensure that the Website does not violate the laws of any jurisdiction where it is actively promoted.

7.8 Internet Commerce Compliance

Governments occasionally enact laws and impose taxes and tariffs affecting Internet electronic commerce. The Client agrees that it is solely responsible for complying with such laws, taxes, and tariffs. Furthermore, the Client commits to holding harmless, protecting, and defending the Developer and its subcontractors from any claims, suits, penalties, taxes, or tariffs arising from the Client’s engagement in Internet electronic commerce.

By accepting these terms, both the Client and the Developer acknowledge their understanding and acceptance of the indemnities and limitations of liability detailed in this section.

8. Termination

8.1 Termination Scenarios

If the Client is not availing services from the Developer, this Agreement shall automatically terminate upon the delivery of the Project Release to the Developer, unless the Parties mutually extend it in writing. In all other cases, this Agreement shall remain in effect unless and until terminated by either Party in accordance with the terms specified herein.

8.2 Grounds for Termination

Notwithstanding clause 8.1 above, either Party may immediately terminate this Agreement if the other Party:

(a) Engages in a material or persistent breach of its obligations under this Agreement, which cannot be remedied (non-payment constitutes a material breach).

(b) Fails to remedy a breach of its obligations under this Agreement, where remediable, or persists in any breach of its obligations even after receiving a written notice to remedy or desist from such breach within a 30-day period.

(d) As a company, becomes subject to an administration order or enters liquidation (except for amalgamation or reconstruction).

(e) Has a receiver appointed to administer its property or assets.

(f) Ceases or threatens to cease its business operations.

(g) Fails to meet expectations, in which case the Client will compensate the Developer for all completed work at the Developer’s hourly rate. The Developer will then transfer all project-related materials to the Client.

8.3 Post-Termination Obligations

Upon termination of the Agreement, except under clause 8.1, the Client agrees to promptly return any test versions of the Website and any documents, manuals, or printed materials provided by the Developer. The Client shall return or destroy any copies as requested by the Developer.

8.4 Effect of Termination

Any termination of the Agreement shall not prejudice rights accrued in favor of either Party and shall not affect the provisions of the Agreement designed to survive such termination by their inherent nature.

By acknowledging these terms, both the Client and the Developer confirm their comprehension and acceptance of the termination conditions outlined in this section.

9. Confidentiality

9.1 Non-Disclosure Obligation

During the term of this Agreement and for a period of 2 years after the Project’s completion, each Party commits not to disclose to any third party any confidential information pertaining to the business, operations, trade secrets, technical details, commercial strategies, financial data, operational processes, marketing plans, promotional data, or any other proprietary information of either Party. This non-disclosure commitment extends to the terms and conditions of this Agreement, except as may be required by law, court order, or any governmental or regulatory authority.

9.2 Exceptions to Non-Disclosure

The obligations outlined in clause 9.1 do not apply to confidential information received by a Party if:

(i) That Party can demonstrate prior knowledge of said information before its receipt;

(ii) The information becomes part of, or is already in, the public domain through no wrongful act or omission by or on behalf of that Party; or

(iii) The information is received from a third party without any obligation of confidentiality owed directly or indirectly to that Party.

9.3 Restricted Use of Confidential Information

Neither Party shall utilize the other Party’s confidential information for any purpose other than to fulfill its obligations under this Agreement.

By accepting these terms, both the Client and the Developer acknowledge their understanding and commitment to maintaining the confidentiality of each other’s information as specified in this section.

10. Publicity

10.1 Acknowledgment on the Website

Upon the Client’s acceptance of the Website, the Client shall ensure the inclusion and maintenance of a hyperlink on the Website’s footer, in a format similar to “developed by BeLouder” or equivalent, which redirects to the Developer’s homepage.

10.2 Public Statements and Disclosures

BeLouder (the Developer) is granted the right to reference their collaborative work and discuss the Project in any press releases or publicity materials without requiring prior approval from the Client regarding the content of such disclosure. Exceptions to this provision may be stipulated in The Proposal.

By accepting these terms, both the Client and the Developer acknowledge their understanding and acceptance of the publicity provisions as detailed in this section.

11. Notice

11.1 Written Notices

Any notice issued by either Party must be in writing and sent exclusively via email to the email address provided by that Party.

11.2 Notice Receipt

Notices will be deemed as received:

If delivered by hand, upon delivery.
If sent by email, when sent.

11.3 Other Commercial Communications

All other commercial communications related to the Project between the Parties, except for specified notices under this Agreement, may be transmitted by email and shall be considered received when sent.

12. Assignment

12.1 Transfer of Agreement

No party shall have the authority to assign or otherwise transfer this Agreement or any associated rights, duties, or obligations herein without obtaining the prior written consent of the other party.

13. Force Majeure

13.1 Excusable Delay

Neither Party shall bear liability for a delay or failure in fulfilling any obligation under this Agreement when such delay or failure arises from circumstances beyond its reasonable control. Such circumstances may include, but are not limited to, acts of God, war, civil disorder, or industrial disputes. If this delay or failure persists for a minimum of 90 days, the Party unaffected by the force majeure event shall have the right to terminate this Agreement through written notice to the other Party.

14. Joint Venture or Partnership

14.1 No Partnership or Agency

The terms of this Agreement shall not be construed as establishing a partnership, joint venture, or agency relationship between the Parties. Neither Party shall possess the authority or capacity to legally bind the other Party or enter into contracts in the name of, or generate a liability against, the other Party.

15. General

15.1 Enforcement of Rights and Remedies

Failure or delay by either Party to enforce any right or remedy as per this Agreement shall not be construed as a waiver of that right or remedy, unless the waiving Party expressly acknowledges the waiver in writing. The waiver of a breach of any term of this Agreement shall not serve as a waiver of a breach of any other term or any subsequent breach of that same term.

15.2 Severability

If any provision of this Agreement becomes illegal, invalid, or unenforceable in any jurisdiction, it shall not affect the legality, validity, or enforceability of any other provision of this Agreement in that jurisdiction or any other jurisdiction.

15.3 Written Modifications

No addition to or alteration of any clause in this Agreement shall be considered binding on the Parties unless such changes are made in writing and signed by both Parties.

15.4 Entire Agreement

This Agreement constitutes the complete agreement and understanding between the Parties concerning the subject matter herein and supersedes and nullifies any prior agreements, undertakings, promises, or conditions between the Parties related to this subject matter. Each Party acknowledges to the other that they have not been induced to enter into this Agreement, nor have they relied upon any representation, promise, assurance, warranty, or undertaking not explicitly contained within this Agreement.

15.5 Third-Party Rights

Any person who is not a Party to this Agreement shall have no rights to enforce or derive benefits from any provision of this Agreement.