3- Website production timelines are dependant upon Client input and approvals at each stage of the development process. Without this input, development timelines may vary. Whilst timelines are given in good faith, the VisionBird Technologies® (the Company) shall not be liable for any failure to produce the Website within a reasonable period following any agreed dates. Time shall not be of the essence.
4- It is Client's responsibility Respond to queries raised by VisionBird Technologies® within 2-3 days of VisionBird Technologies® request to avoid delays in project.
5- Client is responsible for working with the resources on the project and providing adequate feedback to ensure projects are on track. If Client is unsatisfied with a resource working on his project, then Client can recommend replacement or termination of the resource by sending a written request to the Project manager. All invoices will be prorated to the day the request was received.
6- Client is responsible for procuring and providing access to licenses for any software/images/videos etc. needed for this project.
7- If any APIs or dependencies are there due to a 3rd party vendors or component, then it is Clients responsibility for communicating with them as well as for procurement of such components.
8- Client does not have the right to hire any of VisionBird Technologies® employees/consultants directly and does not have the right to source code if Client fails to pay invoices in due time.
9- The Client shall not be entitled to have the access to the source code unless all pending dues are cleared in time.
10- The VisionBird Technologies® reserves the right to control and restrict any content on the Website and shall have sole discretion to delete and remove, without advance notice, any information deemed by the VisionBird Technologies® as illegal, tortious, false, misleading, fraudulent, libelous, immoral, offensive or otherwise not in conformity with the policies and style of the Company.
11- The Client grants to the Company an indefinite, irrevocable, royalty-free, unrestricted right to use, transfer, modify and maintain content prepared by the VisionBird Technologies® on the Website. The Client represents and warrants that: (a) the use, as contemplated by the Agreement, of the material supplied by the Client shall not infringe any copyright, trademark, trade secret or other third party proprietary right; (b) such material is not blasphemous, offensive or defamatory or in any other way illegal; and (c) there is no impediment to the Client's performance of its obligations hereunder.
12- The Agreement may be terminated by VisionBird Technologies® giving to the Client one month's prior written notice.
13- The Agreement may be terminated forthwith by the Company giving written notice to the Client if:
- The Client fails by the due date to pay any of the Charges set out in the Order Form or any other fees payable in accordance with the provisions of the Agreement
- The Client commits any material breach of any terms of the Agreement or fails to perform any material obligations on its part under the Agreement
14- The Client shall pay for the Work, including all the website development and related costs specified in the Order Form without any set-off, deduction or any other form of withholding. The website development fee and related expenses are to be paid by a non-refundable deposit upon execution of the Agreement and the balance upon final approval by the Client. The annual hosting fee is payable to the Company one month in advance of the first month when hosting begins, if Client is hosting the site by its own then no need to pay hosting fee to Company.
15- The Company shall not be liable for any error, omission, defect or deficiency in any service, which results from the Client's failure to provide complete, accurate and current information to the Company. Under no circumstances shall the Company and its agents be liable to the Client for breach of the Agreement due to circumstances beyond the Company's reasonable control, including without limitation, any downtime regarding computer servers or interruption of Internet service providers.
16- The Client acknowledges that it has read this Agreement and all its terms and conditions as stated herein.
17- Company reserves the right to change/delete/modify any rule mentioned above without any notice, accordingly. Client reserves the right to suggest/request any modification but the final decision will be made by Company (in some cases by mutual understanding between Company and Client).