General Terms & Conditions for Multimedia Development (Unegma Digital)

Last modified: Nov 29th, 2024.

This timestamped Terms & Conditions document, together with the specific Scope of Work for your project, form the entire agreement between you and Unegma.

If any terms in these Terms and Conditions conflict with those in the Scope of Work, the terms specified in the Scope of Work will take precedence. See section 1. b. ii. for details.

These documents outline all the terms, responsibilities, and expectations for our work together.

1. Overview

a. Purpose

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

b. Scope of Work

i. What We Do: Unegma specialises 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.

ii. Project Scope: Before starting, we’ll agree on the project’s scope, which will include, payment terms, acceptance criteria, objectives, deliverables, timelines, exclusions and assumptions, and any other important details.

iii. Scope Changes: If the scope changes, we’ll both need to agree on the new terms, including any adjustments to costs and timelines.

d. Development Process

i. Core Functionality First: We start by focusing on the most important features of your project, ensuring it works correctly before adding design elements.

ii. Refactoring: After the initial work is done, we will clean up and optimise the code. This may involve dealing with “technical debt,” which means refining some early code which was written quickly to get things up and running.

e. Roles and Responsibilities

i. 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.

2. Communication and Third Parties

a. Working with Third Parties

i. 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.

ii. 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.

b. Feedback and Demos

i. 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. Will will do this with any NDA requirements in mind.

3. Intellectual Property and Legal Details

a. Intellectual Property (IP)

i. Your IP: Any new intellectual property created during the project belongs to you once full payment is made.

ii. Our IP: Unegma keeps ownership of any existing intellectual property, including third-party libraries and proprietary code.

iii. Reusing IP: Unegma may reuse some generic code or techniques in other projects, as well as any IP created by third-party specialists.

iv. Third Party Libraries: As in any software project, open source libraries or frameworks may be used for development. If IP is of high concern, we will share with you details of what has been used which will then be your responsibility to check regarding IP rights.

b. Data Protection & Security

i. 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.

ii. Your Responsibility: Unegma will not be held responsible for data breaches caused by any of your third-party systems.

iii. Encryption: Any data stored on our systems will be encrypted and protected with strong passwords, and we use two-factor authentication (2FA) wherever possible.

iv. GDPR Compliance: Unless agreed separately, we will not store any personal details of your users to comply with GDPR. This responsibility lies with you or a GDPR-approved third party.

c. Confidentiality and Non-Disclosure

i. 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.

d. Non-Compete

i. 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.

4. Delivery, Acceptance, and Support

a. Acceptance Criteria

i. Meeting Expectations: We will 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.

b. Sign-Off and Testing

i. 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.

ii. 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 is not liable for any issues that arise if the project is not maintained. Ongoing support can be arranged through a separate agreement.

c. Support & Maintenance

i. Warranty Period: After the project is delivered, Unegma will fix any bugs or issues free of charge for 30 days. After that, any further support will require a new maintenance agreement.

5. Payment and Legal Terms

a. Payment Terms

i. 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 50% is required upfront.

b. Termination

i. 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.

c. Liabilities

i. 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.

d. Force Majeure

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

e. Indemnification

i. 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.

f. Dispute Resolution

i. 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.

6. General Provisions

a. Relationship of Parties

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

b. Waiver

i. 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.

c. Assignment

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

d. Entire Agreement

i. 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.

e. Amendments

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

f. Notices

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

g. Contract Updates

i. 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.

h. Governing Law

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