Definitions

"I" "we", "us" and "our" - ORFICA
"you" and "your" - the client to whom we will provide the Services
"Application" - any product or service in accordance with the Services Clause and these terms and conditions
The plural shall include the singular and the singular shall include the plural.

Terms and Conditions Applicable.

• The following Terms and Conditions of business in conjunction with our Privacy Policy represent the entire agreement between us and you and you agree to accept such terms and conditions. An Agreement incorporating the Terms and Conditions will come into effect when your offer is accepted by our duly authorized representative.
• The Terms and Conditions shall prevail over all terms and conditions of your customary practice or any previous course of dealing between us and you.
• Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by ourselves before we commence any work on your behalf.
• Work, services or products are only supplied in strict accordance with these terms and conditions. The provision of work, services or products by us is only undertaken on the understanding that you have read and accept these terms and conditions in full.

Services

• We shall provide to you any services or products ordered by you and accepted by us.
• We reserve the right to withdraw, stop offering or cease to provide any service, product or application entirely at our own discretion and without prior notice.

Approvals and Authority.

• Prior to initiating the development works on Application, we will provide you with a Project Proposal, which will contain detailed description of the Application work scope as well as timeframes and expenses estimation. Your approval of such Project Proposal will be our authority to initiate any development works, excluding design mockup version. We will not start any work on Application until you have expressly approved the Project Proposal.
• Before hosting any service, product or application on the Internet we will create a demonstration version.
• Your approval of such demonstration version will be our authority to arrange for the Application to be placed on the Internet. We will not host the Application on the Internet until you have expressly approved it.
• The Application shall be subject to a 6 months’ free maintenance presupposing minor changes (fit within the limits of the Project Proposal) and addition performed by us upon your request. You may request us to make major changes (including cardinal changes in design or informational structure or/and addition of such elements) to the Application, in which case we reserve the right to charge an additional fee for any such work for implementing any such changes.
• Your approval or instruction with regard to any product, service or application can be oral, written, electronic or by whatever other means may be available.

Terms of Payment.

• We will invoice you for 35% of the agreed total fee on your approval of Project Proposal and no work or service will be started until payment of this deposit has been received in full. After completion of design and HTML coding and upon demonstration of the static version of the Application to you, you will be invoiced for the second 35% of the agreed total fee. The last 30% of the total fee will be paid upon receiving the final complete version of the Application activated in the Internet and uploaded to the host.
• If, having requested us to develop an Application on your behalf, you subsequently decide that you no longer wish to retain our services, you agree to pay to us our reasonable charges for any work which we have undertaken on your behalf prior to your informing us of your decision.
• We reserve the right to withdraw the Application from the Internet if you do not comply with our terms for payment and to terminate this Agreement without any further notice.
• We reserve the right to charge you for any extra incurred expenses as a result of your breach of these terms and conditions.
• Deposits are non-refundable.

Liability.

We shall have no liability under this Agreement in respect of:

• The accuracy or truthfulness of the content of any Application.
• Any failure or delay in our performance of this Agreement attributable to any act of God, war, strike, lockout, industrial action, fire, flood, power failure, accident or other event beyond our control, including, without prejudice to the generality of the above, any break in connection to all or any part of the Internet beyond our control or when repairs and/or maintenance are required for any equipment or apparatus used in the provision of the Services. In the event that such suspension of the services continues for more than 48 hours, we or you may serve notice on the other terminating the Agreement
• Any indirect or consequential loss resulting from any breach of contract, negligence, non compliance with any statutory requirements or any other tort on the part of us or any of our officers, employees or agents.
• Any errors in the information you provide and which are included in the Application when such errors have not previously been notified in writing to us by you.
• Any liability or loss you incur as a result of any alteration or adaptation of the Application by any unauthorised third party.
• We shall not be liable to refund any parts of the total fee paid by you in the event of any of the situations provided for in this Clause 6.
• Any advice given in respect of software, hardware, programming, design, purchasing, hosting, training, upgrading, installing or any other advice, suggestion, recommendation or otherwise of any product or service provided by us or by a third party, whether introduced by us directly or indirectly is accepted by you as an opinion and as such you agree that prior to acting on any of the aforementioned that you will first obtain professional advice. You further agree to indemnify us of all liability with regard to any decision or action performed by you that may or may not be a direct or indirect result of any contact or dealing with us.
• If for any reason whatsoever we are unable to provide an agreed product or service in accordance with these terms and conditions our liability shall be limited in it's entirety to a proportional refund of any fees paid by you for the service or product.

Client Liability and Obligations.

• You will only use our services for lawful purposes and will not use them for any indecent or malicious purpose. Information submitted for inclusion into an Application must not infringe any third party intellectual property rights or any similar kind of applicable legislation or regulations, nor must it be scandalous, defamatory or obscene and we retain the right to approve all information submitted by you for inclusion in the Application and may at our absolute discretion refuse to include all or any such information.
• You are responsible for obtaining copyright and/or any other intellectual property clearances for the content, including, but not limited to, pictures, artwork and music of any content prepared by us on your behalf.
• You agree to indemnify and keep us indemnified against all or any damage, liability, claims, costs, expenses or losses whatsoever suffered or otherwise incurred by us directly or indirectly as a result of any content or any other work prepared for you by us and approved by you either orally or in writing, whether civil or criminal.

Termination.

• We may, by written notice, terminate the Agreement between us immediately upon the happening of any of the following events (“Termination Events”):
  1. You fail to pay any invoice which has become due;
  2. You commit a material breach of any of the terms of the Agreement between us;
• Should we decide to terminate the Agreement between us immediately upon the happening of a Termination Event, we reserve the right to exercise any other rights which we may have against you.
• We reserve the right to remove from the Internet any Application which we display on your behalf should a Termination Event occur.
• Should we terminate the Agreement due to a Termination Event, we will not refund to you any monies paid by you to us.

Right to Assign.

• This Agreement is personal to you and you may not assign it without our prior written consent.