Terms & Conditions for Multimedia Development (Unegma Digital)

Last modified: Sep 7th, 2024.

Terms and Conditions of service when doing business with us.

Project Overview

Purpose

You are hiring Unegma for web development and related services. This Agreement outlines our responsibilities to ensure a smooth and successful project.

Scope of Work

What We Do: Unegma specializes in web development and text-based code. If design assets are needed, you can provide them or we can create them for an additional cost. Project Scope: Before starting, we’ll agree on the project’s scope, which will include objectives, deliverables, timelines, and any other important details. If the scope changes, we’ll both need to agree on the new terms, including any adjustments to costs and timelines.

Change Orders

Scope Changes: If you want to change the scope of the project, we’ll need to agree on the new details, including how it affects the price and timeline.

Development Process

Core Functionality First: We start by focusing on the most important features of your project, ensuring it works correctly before adding design elements. Refactoring: After the initial work is done, we’ll clean up and optimize the code. This may involve dealing with “technical debt,” which means some early code was written quickly to get things running and may need refining.

Roles and Responsibilities

Project Management: While Unegma will help with scoping and business logic, you’ll be responsible for overall project management and decision-making throughout the project.

Communication and Third Parties

Working with Third Parties

Engaging Others: Unegma may hire third parties for specific tasks. If you have third-party providers, we may need to communicate with them to ensure everything works together. Acting as an Undisclosed Agent: If Unegma needs to represent you with third parties without revealing our identity, you must let us know and make the necessary arrangements.

Feedback and Demos

Testing and Feedback: During development, Unegma may show the product to a select group for feedback to help identify issues and improve the user experience.

Intellectual Property and Legal Details

Intellectual Property (IP)

Your IP: Any new intellectual property created during the project belongs to you once full payment is made. Our IP: Unegma keeps ownership of any existing intellectual property, including third-party libraries and proprietary code. Reusing IP: Unegma may reuse some generic code or techniques in other projects, as well as any IP created by third-party specialists.

Data Protection & Security

Best Practices: Unegma will follow industry standards to protect your data, but absolute security cannot be guaranteed. We may use third-party services to test security. Your Responsibility: Unegma isn’t responsible for data breaches caused by your third-party systems. Encryption: Any data stored on our systems will be encrypted and protected with strong passwords, and we use two-factor authentication (2FA) wherever possible. GDPR Compliance: We won’t store any personal details of your users to comply with GDPR. This responsibility lies with you or a GDPR-approved third party.

Confidentiality and Non-Disclosure

Keeping Information Private: Both Unegma and you agree to keep any confidential information we learn about each other’s businesses private. This obligation remains even after the project ends.

Non-Compete

No Competing: Unegma will not pursue contracts with any of your third-party providers during the project or for a set period afterward, unless we already had a prior relationship with them or you give explicit approval.

Delivery, Acceptance, and Support

Acceptance Criteria

Meeting Expectations: We’ll agree on specific criteria for what will make the delivered work acceptable to you. This ensures that the project meets your expectations for performance, functionality, and design.

Sign-Off and Testing

Final Approval: You are responsible for testing and reviewing the code before using it in production, especially when dealing with sensitive information. Unegma will work with you to ensure you’re happy with the work before final sign-off. Ongoing Maintenance: After the project is completed, you may need to update the software to address security issues or changes in third-party services. Unegma isn’t liable for any issues that arise if the project isn’t maintained. Ongoing support can be arranged through a separate agreement.

Support & Maintenance

Warranty Period: After the project is delivered, Unegma will fix any bugs or issues free of charge for [insert time period, e.g., 30 days]. After that, any further support will require a new maintenance agreement.

Payment and Legal Terms

Payment Terms

Invoices: Payments are due within 30 days unless we agree otherwise. Late payments may incur interest at 8% per annum above the Bank of England’s base rate. For fixed-term projects, a non-refundable deposit of 20% is required upfront.

Termination

Ending the Agreement: If the scope of work changes significantly, we may need to renegotiate or end this Agreement. Unegma will require payment for all work completed up to the point of termination.

Liabilities

Limitations: Unegma isn’t responsible for any indirect, special, or incidental damages. Our total liability for any claim is limited to the amount you’ve paid under this Agreement.

Force Majeure

Uncontrollable Events: Neither you nor Unegma will be responsible for delays or failures caused by events beyond our control, like natural disasters or strikes.

Indemnification

Protection: You and Unegma agree to protect each other from any losses, damages, or expenses caused by the other party’s actions or breaches of this Agreement.

Dispute Resolution

Resolving Disputes: If there’s a disagreement, both parties agree to try to resolve it through direct, good-faith negotiations before taking any further action.

General Provisions

Relationship of Parties

Independent Contractor: Unegma is an independent contractor, not an employee. This distinction is important for tax and legal purposes.

Waiver

Non-Waiver of Rights: If either of us waives any breach of this Agreement, it doesn’t mean we’re waiving future breaches of the same or other provisions.

Assignment

Transfer of Rights: Neither of us can transfer our obligations or benefits under this Agreement to a third party without the other’s consent.

Entire Agreement

Complete Understanding: This Agreement represents the full understanding between Unegma and you and replaces any previous agreements. Any promises made outside of this written Agreement are not enforceable.

Amendments

Written Changes: Any changes to this Agreement must be in writing and signed by both parties to be valid.

Notices

Formal Communication: Any formal notices must be delivered in writing to the addresses provided at the start of this Agreement.

Contract Updates

Periodic Updates: Unegma may update these Terms and Conditions over time. New versions will be made available to you, and they will only apply if you agree to sign the updated version.

Governing Law

Jurisdiction: This Agreement is governed by the laws of England and Wales. It cannot be transferred without Unegma’s consent.