1. Action Marketing will act as the prime contractor for the development and may, at it’s discretion, sub-contract specific portions of the task as needed, except that Action Marketing permanent staff will act as Project Managers and primary contact point for all dealings with the client.
2. Deliverables and payments for the work to be undertaken are detailed in the schedule supplied. Once development work has begun, changes and additions to the required tasks will only be accepted by negotiation with Action Marketing.
3. The duration of the project will be as defined in the schedule supplied. Extensions to this timeframe caused by non-delivery of materials or non-completion of agreed tasks by the client as specified in the schedule of this document may result in additional charges by Action Marketing, such charges to be agreed in writing at each payments stage specified in the schedule.
4. If extensions to the agreed timescale become necessary due to the non-delivery by the client of agreed content, assets, sign-offs or other necessary components on or before the deadline dates specified in the schedule supplied, Action Marketing reserve the right to invoice pro-rata for work carried out up to the agreed payment date.
5. It shall be the responsibility of the client to ensure that all data and content assets supplied to Action Marketing are legally permitted for use, and that any restrictions on use or necessary copyright notices are notified in writing to Action Marketing. Action Marketing accepts no liability for breach of copyright or other intellectual rights on data included in the finished product.
6. It shall be the responsibility of Action Marketing to ensure that all software and screen design elements used within the developed product are legally permitted for use, and that any restrictions on use or necessary copyright notices or license requirements are notified in writing to the client.
7. Staged development will result in deliverables as specified in the schedule supplied. Payment for each stage will be due on delivery. Payment will be tendered within 30 days of our invoice.
8. Travel expenses for necessary meetings and approved journeys undertaken by Action Marketing staff and associates will be charged to the client at cost.
9. Action Marketing and its sub-contractors shall ensure that the services are carried out with reasonable care and skill in accordance with the client’s instructions. In the event of any element of the services provided being unacceptable, and it being shown that this is due to negligence on the part of Action Marketing and its sub-contractors, then our only obligation shall be either to repeat that element of the service at no extra cost, or to refund (or waive) any money paid (or payable) for that element of the service. These warranties specify the entire liability. Whilst Action Marketing will take all necessary steps to ensure that delivered applications are complete and bug free, final testing and approval of the delivered product shall be the responsibility of the client.
10. On release of the website, Action Marketing will undertake second-line technical support of the product for a period of six months; on no account will Action Marketing be involved in direct customer support.
11. All intellectual property rights associated with any original computer software source code developed under this agreement remain the property of Action Marketing. The client will be granted a royalty free, non-exclusive, irrevocable license to reproduce, publish and use it, in part or in whole, for subsequent development of the product(s) covered by this agreement. A copy of the source code, together with its associated documentation, will be retained by both parties at the end of the contract period.
12. The completed project may include executable code from other sources. Action Marketing will ensure that it has the necessary rights to use such code. In addition, where it is required that this code be distributed to the end-user, then Action Marketing will ensure that it has the necessary rights to grant the license as described in the previous paragraph.
The intellectual property rights associated with the user interface, screen designs and the overall ‘look and feel’ of the product will become the property of the client.
13. Action Marketing will be appropriately acknowledged within the product and associated documentation as designers and software creators of the product.
14. This agreement may be terminated based on the termination clause contained within the purchase agreement. The client will agree to pay within 30 days all amounts due under the terms of the agreement up to the date on which notification is received, with pro-rata payment for dates which fall between scheduled payment stages. On receipt of payment, Action will deliver to the client all material and software produced to date.
15. This agreement may be terminated at any time by Action with 30 days written notice. The client will agree to pay within 30 days all amounts due under the terms of the agreement up to the agreed termination date, with pro-rata payment for dates which fall between scheduled payment stages. On receipt of payment, Action will deliver to the client all material and software produced to date.
16. Any client’s using Action Marketing’s Email Marketer agrees to abide by all anti-spam laws. You cannot use purchased email lists in conjunction with our software. Any client caught using anything other than “opt-in” emails may be cancelled at any time. If Action Marketing becomes “blacklisted” due to your negligence or unauthorized use of software, you may be held liable for damages related to such offense and agree to compensate Action Marketing for expenses incurred to restore service.