Terms of Service

Definitions

  • Initiate - Any deposit or mobilisation fee paid to R&Co Developers to commence work. For the avoidance of doubt this shall extend to any payment in favor of R&Co Developers via any website aimed at facilitating projects of this nature.
  • Complete - Any form of approval to R&Co Developers for the project output after the Initiate fee has been paid, such that the work has been done in line with the Scope of Work.
  • Content - Any graphic, visual, or other type of file required to be used on your website or other document for which you require ownership to replicate.
  • Quote - An estimate of work for a Project based on information provided by the Client. All Quotes comprise of a time component, functionality component and general complexity component. Any change to information may materially affect the Quote.
  • Delays - Any obstruction to timely flow of information on the Project. This applies to both the Client and R&Co Developers.
  • Project - A clearly defined output based on a request of a Client. This can be web development based, design based, functionality based, or other service provided by R&Co Developers.
  • Proposal - This document which comprises of a holistic view of how R&Co can assist the Client on their desired Project.
  • Scope of Work - The Scope of Work comprises the exhaustive list of tasks, features, designs, writings, coding and any other output that is required to be delivered on the Project to the Client
  • Modification - Any change to the Scope of Work. For the avoidance of doubt, this will include micro improvements. For the purposes of this Agreement, a change in the leadership of the team that is managing the Project on the Client's side will constitute a Modification.
  • Testing - The investigation of performance of the output on different websites/applications on PCs where applicable. For websites, this will include near recent versions of the following browsers: Firefox, Chrome & Safari. For the avoidance of doubt, testing on other browsers must be requested in advance of a Quote as this will not fall under the Scope of Work

General

  • R&Co Developers operates on a best efforts basis to ensure we have the full understanding of client expectations. However clients should ensure and clarify that our Quote captures their exact needs. Clients must provide us with clear guidelines along with the flow or specific details they may require. When such details are not provided, we will proceed with our understanding of the requirements and Quote accordingly. At a later stage, if a discrepancy arises, it may lead to additional costs to accommodate the changes.
  • We recommend that you ensure we understand your problem in a phone call in addition to mails and chats.
  • By accepting a Quote, you agree to and accept the terms and conditions of R&Co Developers. Acceptance can be verbal, by email, payment of Initiation, signing a Quote.
  • All feature requests and complexity related to specific tasks, must be advised in advance and included in the Proposal. We operate in good faith and rely on our clients to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be borne by R&Co Developers.
  • There are limited man-hours allocated to each task including Project Management and Web Development. Minor changes may be included within the allocated hours. This will be analysed on a case-by-case basis.
  • R&Co Developers will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.

Scope of Work

  • The functionality or feature request above and beyond those listed in the Quote and/or the functionality specs may be considered out-of-scope and an amendment to the Quote will be recommended.

Treatment of Delays / Modifications

  • R&Co Developers reserves the right to re-assess the Quote if a Modification occurs as a result of a change of leadership of the Client's team staffed on the Project at any time before Completion of the Project.
  • Any Delays on the client’s end, may delay the Project and proposed timeframes and may incur additional costs.
  • Any Modifications on already Completed task may attract additional charges.
  • Any Modifications requested at any time in the life of the Project from development to Completion may incur additional charges. All additional work, over and above the Scope of Work as rendered in the Quote will be charged separately. Under no circumstances will R&Co Developers be liable for any Delays caused by change in the project brief.
  • R&Co commits to using its best efforts to adhere to Client deadlines and ensure no Delays occur on its part.
  • For the avoidance of doubt, R&Co Developers cannot be held liable for any lost revenue, business performance or other consequence as a result of Delays in response time from any of its partner eCommerce platforms

Content

  • R&Co reserves the right to limit its ability to produce work based on availability of Content from you.
  • You agree to send all graphic files in an editable, vector digital format. Photographs must be in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images.
  • Finding appropriate photographs for you will incur additional charges if not included in the project scope. Cost of buying stock photographs or a photo shoot is not included in this contract.

Client Expectations & Timelines

  • Website/application Content and all related materials need to be provided to us within the first two weeks of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.
  • Projects that go dormant for longer than 7 days will be closed and a partial reimbursement provided at the discretion of R&Co Developers.
  • You have the right to modify, reject, cancel or stop any and all plans or work in process.
  • However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
  • You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.

Testing & Feedback

  • Any bugs (programming errors) reported during or just after the development does not attract additional charges.
  • If you require Testing to be done beyond our regular scope, please let us know in advance of submission of a Quote so this can be included in the Scope of Work. Additionally, because browsers differ across each other, look & feel may differ on the same site slightly. We reserve the right to mark a Project as Complete if these variations do not extend to core functionality
  • Responsive/multi-device compatible web pages are tested on iPhone and iPads. If you require testing to be done on any other device, please discuss it in advance.
  • Please note that at any stage during the project, a lack of response or engagement of the project for over two weeks will classify the project as dormant and thus will be marked as Complete. If you require the Project to be put on hold, please advise us in writing in advance. To put the Project on hold without incurring additional charges, we will need the account to be up to date based on the work done. Further details can be discussed if such a situation arises.

Intellectual Property & Output

  • You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them.
  • The code solutions developed and implemented by R&Co Developers are copyrights of R&Co Developers. The rights to these codes will only be transferred upon full payment of the Project. In the unlikely case of a project termination or cancellation, the website will be restored to its original version and R&Co will keep its rights to the assets.
  • Depending upon the functionalities required, there may be 3rd party components such as third-party applications or plugins. Although R&Co Developers does its best in recognising the suitability of any such component, any unforeseen limitations of 3rd party components are beyond our control. Any third-party component purchase costs are not included in our quotes.
  • R&Co Developers takes no responsibility of any open source products such as WordPress, Open Source carts, Joomla etc. It is the clients responsibility to update all components and third party softwares. We suggest you to take regular back-ups to avoid any disruptions.
  • You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
  • We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
  • If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.

Support

  • Given that R&Co Developers are specialists in web platforms for eCommerce sites, we commit to giving client the full range of support discussed in the Scope of Work
  • R&Co Developers reserves the right to pass on certain support functions to the platform developers and support team
  • For the avoidance of doubt, R&Co Developers cannot be held liable for any lost revenue, business performance or other consequence as a result of Delays in response time from any of its partner eCommerce platforms

    Liability

    • We can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages.

      Confidentiality

      • R&Co Developers acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data.

      Termination

      • This Agreement shall become effective as of the date on which the project starts and shall continue until terminated by either party upon not less than 10 days’ notice in writing given by either party to the other.
      • Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within ten (10) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
      • In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

      Governing Jurisdiction

      • This Agreement shall be governed and construed in accordance with the laws of the England in the United Kingdom.

      Representations and Warranties

      • The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

      Entire Agreement

      • Entire Agreement except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.