1.1 In these Conditions, the following words and expressions shall have the meaning set out below: ‘Agreement’ means these Conditions read in conjunction with the Specification and Letter of Engagement ‘Client’ means the individual or business named on the Specification attached. ‘Passion Web Solution’ is a trading name of Passion Web Solution (Company No: ) ‘Project’ means described by the Specification and governed by this Agreement. ‘Specification’ means the Project details in or annexed to “the Letter of Engagement”.
1.2 The construction, validity and performance of these Conditions and this order shall be governed by the laws of The Federal Republic of Nigeria.
1.3 All services provided by Passion Web Solution to the Client shall be governed by these Conditions notwithstanding other terms stipulated at the point of order.
1.4 If there is any conflict between these Conditions and any other agreement made between Passion Web Solution and the Client, these Conditions shall prevail.
2.1 Prices stated in the Letter of Engagement provi ded by Passion Web Solution are valid for 30 days of the date specified i n the Specification. Passion Web Solution reserve the right to withd raw the terms prior to acceptance by the Client.
2.2 Terms will not be deemed accepted until Passion Web Solution receive the Letter of Engagement and the Specification signed by the Client.
2.3 Subject to payment of the Fees and the provision of client content by the Client, Passion Web Solution agrees to design and implement the Project using reasonable endeavours and in accordance with the Specification, the Letter of Engagement and the other provisions of this Agreement.
2.4 Passion Web Solution shall notify the Client when the Project or any agreed part is available for approval or acceptance testing. The Client shall advise Passion Web Solution of any errors in that version of the Project within 20 working days of notification by e-mail or postal mail. Passion Web Solution will use reasonable endeavours to correct such errors.
2.5 If the Client notifies Passion Web Solution of any amendments to the original specification, the provisions of clause 3 shall apply.
2.6 If the Client does not notify Passion Web Solution of any errors within 20 working days of the Project being available for acceptance testing, the Project will be deemed to have been completed to a satisfactory standard and payment will be due in accordance with clause 5.
2.7 Passion Web Solution reserve the right to assign subcontractors to complete part or the whole of the Project.
3.1 Any amendments to the Specification must be sen t to Passion Web Solution by the Client in writing by e-mail or postal mail. Passion Web Solution will assess the amendments required and discuss with the client an amended Specification.
3.2 Passion Web Solution reserves the right to charge for any additional work and will provide the Client with an additional quotation as part of the amended Specification. Passion Web Solution also reserve the right to request payment for amendments to the original Specification before continuing work.
3.3 The Client will be required to agree the amended Specification in writing by email or postal mail be fore work on the amendments can commence.
3.4 If the Client does not return the signed amended Specification to Passion Web Solution within 20 working days, the Client shall be deemed not to require such amendments and the Project shall be deemed complete with payment due in accordance with clause 5.
The Client agrees:
4.1 Passion Web Solution will not be liable for the Client’s f ailure to comply with any laws or taxes affecting e-commerce.
4.2 the resale or distribution of the Project in full or part is forbidden unless prior written agreement is made between the Client and Passion Web Solution.
4.3 Passion Web Solution may include developmental credits and links within any code, designs, builds or amends.
4.4 Passion Web Solution may include any work done for the Client within their portfolio of work
4.5 to provide any information or content required by Passion Web Solution promptly. Failure to provide required informa tion or content within 20 working days of request will resu lt in payment being due for the work done in accordance with clause 5 and Passion Web Solution will not be liable for any failure to subsequently meet targeted dates for completion of any related task.
4.6 if a problem with the design or code arises which does not allow the original Specification to be met, Passion Web Solution may apply the nearest available alternative solution
4.7 to keep all passwords confidential at all times
4.8 they are responsible for providing and maintaining suitable equipment telecommunications and support services to facilitate access to the Project
4.9 if a choice of design is presented by the Client, only one solution is deemed to be given by Passion Web Solution as fulfilling the Project.
5.1 The Client shall pay a deposit as requested by Passion Web Solution in the Letter of Engagement. Passion Web Solution will not commence any work on the Project until deposit monies are received by Passion Web Solution.
5.2 The balance of the price shall become due at the completion of the Project (or deemed completion in accordance with clauses 2 or 3).
5.3 All invoices must be settled within 30 days of the invoice date. Payment may be made by cash, cheque (made payable to Passion Web Solution Ltd) or bank transfer.
5.4 All prices quoted for work are subject to VAT at the prevailing rate.
5.5 Returned cheques will incur an additional fee of #5000 per returned cheque. Passion Web Solution reserves the right to co nsider an account in default in the event of a returned cheque.