Terms and Conditions
These General Terms and Conditions ("Agreement") are a legally valid contract between the web agency Proag AG ("Agency") and the client, who utilises the services of the Agency ("Client") for the development and provision of websites and e-commerce systems. By entering into this agreement, both parties agree to be bound by the following terms and conditions:
1. scope of work:
A. The Agency agrees to design, develop and deliver a website or e-commerce system based on the Client's specifications and requirements.
B. The Client acknowledges that any changes or enhancements requested after the start of the project may incur additional costs and time adjustments.
2. ownership:
A. Agency retains ownership of all intellectual property rights, including but not limited to code, design templates and customisation elements developed during the project.
B. Upon full payment and subject to compliance with this Agreement, the Client is granted a non-exclusive, non-transferable licence to use the Website or e-commerce system.
3. terms of payment:
A. The Client undertakes to pay the Agency the agreed fees in accordance with the project proposal or quotation.
B. The terms of payment, including due dates and payment methods, shall be specified in the project proposal or invoice.
C. In the event of project cancellation or termination, the Client shall be responsible for payment to the Agency for services rendered up to that point. The Agency shall issue a detailed invoice for the work completed.
4 Project completion and acceptance:
A. The Agency shall deliver the completed website or e-commerce system to the Client for review and acceptance.
B. Unless otherwise agreed, the client must provide feedback and request any necessary changes within a reasonable timeframe, usually 7-14 days.
C. Once the customer provides written approval, the project is considered complete and additional charges may apply for subsequent changes or additions.
5. warranty and support:
A. The Agency warrants that the website or e-commerce system is free from defects or faults on delivery.
B. The Agency shall grant a warranty period within which it shall immediately rectify any defects or errors reported by the customer.
C. Support, maintenance and updates after expiry of the warranty period may be provided by the Agency under a separate agreement or at additional cost.
6. confidentiality:
A. Both parties agree to maintain the confidentiality of all confidential information disclosed during the project, including but not limited to proprietary software, business strategies and client data.
B. The Agency shall take appropriate measures to protect the Client's data security and privacy while adhering to industry best practices and applicable laws and regulations.
7. limitation of liability:
A. The Agency shall not be liable for any indirect, consequential or incidental damages arising out of the use or inability to use the developed website or e-commerce system.
B. The client recognises that the agency's liability is limited to the total fees paid for the project in question, regardless of the basis of the claim.
8. cancellation:
A. Either party may terminate this Agreement by written notice if the other party fails to perform its obligations or breaches any material provision of this Agreement.
B. In the event of termination, the Client shall compensate the Agency for services rendered up to that point in time and the Agency shall issue a detailed invoice for the services rendered.
9 Applicable law and place of jurisdiction:
A. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Agency is located.
B. All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the same jurisdiction.
10. entire agreement:
This Agreement constitutes the entire agreement between the Agency and the Client. Any amendments or modifications to this Agreement must be in writing and signed by both parties.
By utilising the services of the Agency, the Client acknowledges that it has read, understood and agrees to the terms and conditions set out in this Agreement.