Terms of Engagement - Premium App Services​

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Contractor: ICarta Technologies

Client: Subscriber of the Package

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Interpretation and Definitions

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1. BACKGROUND

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

 

2. SERVICES PROVIDED 

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):

Bespoke design, develop and maintain the apps synchronously in the best interests of the client. Review the performance metrics and optimise the system to the best of the Contractor's ability. Services provided are custom and don't fall under general categorisation. Some of those include user management, content management, regular app updates and business analysis in line with operational activity of the Client company. 

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The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

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3. TERM OF AGREEMENT

The term of this Agreement (the "Term") will begin on the date of Subscription by the Client and will remain in full force and effect until the termination of the Subscription. The Client subscribes directly to the Contractor's services.

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4. PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

 

5. CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

 

6. PAYMENT

The Contractor will charge the Client based on the Subscription selected. Payment will be processed by a designated Subscription Service Provider who will also handle all charges, subscription management and cancellations. Subscription has to be processed before commencement of any Services.

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The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.

The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

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7. ADDITIONAL COSTS

The Client agrees to pay for additional costs related to their project not included in the Subscription, such as but not limited to: Domains, registration fees, API fees, Data fees etc.

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Additional Costs greatly vary and may or may not be applicable for the Clients particular project.

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8. REIMBURSEMENT OF EXPENSES

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. 

All expenses must be pre-approved by the Client.

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9. INTEREST ON LATE PAYMENTS

Interest payable on any overdue amounts under this Agreement is charged at a rate of 8.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

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10. CONFIDENTIALITY

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

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11. OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

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12. RETURN OF PROPERTY

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

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13. CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

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14. AUTONOMY

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. 

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15. EQUIPMENT

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

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16. NO EXCLUSIVITY

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
 

17. INDEMNIFICATION

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

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18. ADDITIONAL CLAUSES

Both parties agree to operate in good faith and good intentions with respect to each other.

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19. MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

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20. TIME OF THE ESSENCE

The contractor sets out a projected timeframe of project development and provides regular updates to the Client in a combined effort to optimise time spent and results achieved. 

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21. ASSIGNMENT

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

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22. ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

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23. ENUREMENT

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

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24. WARRANTY

The Contractor commits to delivering quality service in line with the Clients' requirements. Since new software solutions often experience bugs, the Contractor commits to fixing the related bugs experienced in a timely manner and at no additional cost.

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25. FORCE MAJUEURE

Should any events occur outside of the Contractors' control, both parties understand that no liability can be born by the Contractor. In case an event deems it not possible to deliver the Service, both parties commit to resolving the matter via email and phone.

 

26. REFUND

The Contractor can offer a refund to the clients at their sole discretion. Should conditions change and the Client wishes to terminate the agreement, the Contractor is not liable under this Agreement to refund the deposit. Any Subscription cancellations and refunds are managed and processed by our Subscription Service Partner.

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27. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of United Kingdom and Northern Ireland.

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28. SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

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30. WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

 

By Subscribing to the Pay as you Go model, you acknowledge and agree to these Terms. If you do not agree to these Terms, you should notify the administrator immediately.

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Contact Us

If you have any questions about these terms, You can contact us:

• By email: info@icarta.net

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