Introduction
This document outlines the terms and conditions that govern the provision of software development services by [Theta Labs] (“Theta Labs”) to its clients (“Client”). By engaging the services of the Company, the Client agrees to be bound by the terms and conditions set out in this document.
Services
The Company will provide software development services to the Client as described in the proposals, specifications, or other documentation provided to the Client by the Theta Labs (collectively referred to as the “Services”). The Services will be performed in a professional, timely and workmanlike manner in accordance with industry standards.
Deliverables
The deliverables of the Services will be specified in the proposals, specifications, or other documentation provided to the Client by the Theta Labs. The Theta Labs will use its best efforts to deliver the Services and the deliverables within the agreed timeframe.
Payment
The Client will pay the Theta Labs for the Services in accordance with the payment terms specified in the proposals, specifications, or other documentation provided to the Client by the Theta Labs. All payments are non-refundable.
Intellectual Property
The Client acknowledges and agrees that the Theta Labs retains all right, title and interest in and to any software, applications, programs, or other intellectual property developed by the Theta Labs as part of the Services (collectively referred to as the “Deliverables”), including all copyrights, trademarks, patents and trade secrets. The Client will have a limited, non-exclusive, non-transferable, and revocable license to use the Deliverables solely for its internal business purposes. The Client will not sell, license, distribute, transfer, or otherwise dispose of the Deliverables without the prior written consent of the Theta Labs.
Confidentiality
The Client and the Theta Labs will maintain the confidentiality of all confidential information exchanged between them, and will not disclose such information to any third party without the prior written consent of the other party, unless required by law.
Warranties and Representations
Theta Labs represents and warrants that the Services will be performed in a professional and workmanlike manner and that the Deliverables will be free from defects. The Client represents and warrants that it has the right to enter into this agreement and that it will use the Deliverables only for lawful purposes.
Limitation of Liability
In no event will the Theta Labs be liable for any indirect, incidental, consequential, or special damages, including loss of profits or loss of business, arising out of the Services or the Deliverables, even if the Theta Labs has been advised of the possibility of such damages. The Theta Labs’ liability under this agreement will be limited to the amount paid by the Client for the Services.
Termination
Either party may terminate this agreement at any time upon written notice to the other party. Upon termination, the Client will pay the Theta Labs for all services performed up to the date of termination and for any reasonable expenses incurred by the Theta Labs in connection with the termination of the Services.
Governing Law
This agreement will be governed by and construed in accordance with the laws of [Jurisdiction], and any dispute arising from this agreement will be resolved in the courts of [Jurisdiction].
Entire Agreement
This document constitutes the entire agreement between the Client and the Theta Labs and supersedes all prior and contemporaneous negotiations, understandings, and agreements between the parties relating to the Services.
Amendments
This agreement may be amended only by written agreement signed by both parties.
Waiver
The failure of either party to enforce any provision of this agreement will not be deemed a waiver of such provision or of the right to enforce such provision.
Assignment
Neither party may assign this agreement without the prior written consent of the other party, and any attempted assignment without such consent will be null and void.
Severability
If any provision of this agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
Notice
Any notice required or permitted under this agreement will be in writing and will be delivered by email or by recognized overnight courier service.
Independent Contractors
The parties to this agreement are independent contractors, and no agency, partnership, joint venture, or employment relationship is created by this agreement.
Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, strikes, lockouts, riots, acts of terrorism, and governmental acts or regulations.
Headings
The headings in this agreement are for convenience only and will not affect its interpretation.
Acceptance of Terms
By engaging the services of the Theta Labs, the Client accepts and agrees to be bound by the terms and conditions set out in this document.
These terms and conditions are effective as of the date of acceptance by the Client and will remain in effect until completion of the Services or until terminated by either party.