Terms of trade
1. SCOPE OF SERVICES
1.1 Services. Rocket Science Solutions Ltd. (”Rocket Science”) has expertise and experience with providing website development, web application development, computer programming, software development, systems analysis, consulting, technical support and other specialized technical services (”Services”). Rocket Science shall provide Services to each customer (”Customer”) that (i) accepts Rocket Science’s quote or proposal in writing or via email, (ii) executes a separate agreement with Rocket Science, or (iii) makes any payment to Rocket Science on account of Services (any such Customer, having done any of the foregoing, being deemed to have signed an agreement (”Agreement”), which shall be deemed, in all cases, to include the terms and conditions set forth herein). Each Agreement shall stipulate the exact details of Services to be provided, all of which shall be governed by and subject to the terms and conditions set forth below. These terms and conditions shall be deemed to be incorporated by reference into each Agreement.
1.2 Additional Rocket Science Services. Upon request by Customer, Rocket Science agrees to negotiate in good faith with Customer with respect to providing additional maintenance, support, hosting or other services with respect to the Services for Customer that will be outside of the scope of the Agreement. These additional services may, in certain instances, be subject to additional terms and conditions.
2. CONFIDENTIAL INFORMATION
2.1 Confidential Information. Either party may receive or have access to technical information, as well as information about product plans and strategies, promotions, customers and related non-technical business information which the disclosing party considers to be confidential (”Confidential Information”). In the event such information is disclosed, the parties shall first agree to disclose and receive such information in confidence. If then disclosed, the information shall (i) be marked as confidential at the time of disclosure, or (ii) if disclosed orally but stated to be confidential, be designated as confidential in writing by the disclosing party summarizing the Confidential Information disclosed and sent to the receiving party within a reasonable period of time after such oral disclosure. Notwithstanding any provision to the contrary, all source code provided to Rocket Science is deemed confidential.
2.2 Nondisclosure. Confidential Information may be used by the receiving party only with respect to performance of its project obligations under the Agreement, and only by those employees of the receiving party who have a need to know such information for the purposes related to this project. The receiving party shall protect the Confidential Information of the disclosing party by using the same degree of care (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination or publication of such Confidential Information, as the receiving party uses to protect its own confidential information of like nature. The receiving party’s obligation shall be for a period of five (5) years after the date of disclosure.
3. WARRANTIES; LIMITED LIABILITY
3.1 Warranties; Disclaimer of Warranties. Rocket Science warrants to Customer that all Services will be performed in a professional manner consistent with industry practices. In addition, each party represents and warrants to the other party that it has the right and authority to enter into this Agreement and to perform its obligations hereunder, that the granting of the rights and undertaking of the obligations hereunder will not infringe upon or conflict with any rights of a third party, and that its performance hereunder will not violate any applicable laws and government rules and regulations. Except as set forth above in this Section 3, Rocket Science does not make any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) non-infringement for the Services, (c) that the Services will meet Customer’s requirements, or (d) as to the results that Customer may achieve upon completion of the Services. If this exclusion is held unenforceable, than to the extent of such unenforceability, all express and implied warranties shall be limited in duration to a period of 30 days after the date hereof, after which time no such warranties shall remain in effect.
3.2 Consequential Damages. EXCEPT WITH RESPECT TO INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE AMOUNT PAYABLE TO ROCKET SCIENCE.
All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and nothing herein shall be deemed to confer any rights to any such intellectual property on the other party. Customer represents and warrants that none of the content, materials or data provided by Customer to Rocket Science with respect to the project infringes the intellectual property or other proprietary rights of any third party, and Rocket Science shall have no liability for any claims arising out of any such Customer content, including those based on infringement. Furthermore, the Customer understands that any elements within Customer’s website or software that hold existing copyrights of any third party (including but not limited to: third party software and scripts, third party photographs, graphics and other multimedia such as video and audio) remain the property and copyright of their respective owners. By incorporating any third party software, services or products into Customer’s website or software, the Customer also agrees to abide by that company’s terms and conditions. (Should Customer’s project require third party services or software, in the majority of cases Rocket Science directs its customers to pay for these directly to that third party. Examples may include but are not limited to: credit card processing services, customized scripts and stock photographs, etc. In the event that Rocket Science pays for these software or services Rocket Science will bill the Customer for the amount paid by Rocket Science to the third party). With respect to any Rocket Science software, source code, object code or other intellectual property contained in or otherwise provided as a deliverable under the Agreement (”Rocket Science Technology”), Rocket Science hereby grants Customer, so long as Customer has paid all fees due and owing to Rocket Science hereunder, a perpetual and non-exclusive right and license to use the Rocket Science Technology solely to the extent required and described in the Agreement and accompanying documents. It is understood that neither Customer, nor any of its subsidiaries or affiliates, may use any Rocket Science Technology for commercial resale or sublicense in any form or medium. Any hosting space for Customer’s website which is reserved for the Customer will remain the property of Rocket Science until paid for in full by the Customer. Any domain names registered on behalf of the Customer will remain the property of Rocket Science until paid for in full.
5. WEB CONTENT AND WEB RELATED SERVICES
5.1 Customer Content. Customer accepts full responsibility for the content posted at Customer’s website, and any grievances brought by a third party arising as result of this content, either in the United Kingdom or any other countries, will be the sole responsibility of Customer. Additionally, Rocket Science will take no responsibility whatsoever for the content of third party websites accessible via links posted at Customer’s website. If Rocket Science deems any content Customer wishes to include on its website as pornographic, meant to cause extreme offense or illegal in any way, Rocket Science reserves the right to refuse to continue with the project and no refunds shall be due and owing to Customer.
5.2 Display of Work. Unless instructed otherwise in writing before publishing Customer’s website on the Internet, Rocket Science reserves the right to include a small, subtle text link to Rocket Science’s website from Customer’s pages designed and developed by Rocket Science. The text will read ‘Site by Rckt’ and will be included in the copyright line at the bottom of Customer’s pages. Rocket Science reserves the right to display or exhibit any final product(s) to other potential Customers except where doing so may violate any confidentiality agreements which may be in force.
5.3 Search Engine Optimization. If search engine promotion, search engine optimization or submission is included in the Services, Customer acknowledges the following: (a) Rocket Science cannot guarantee any particular search engine ranking or placement; (b) submission to the majority of search engines and directories does not guarantee entry; (c) Rocket Science cannot be held responsible for any loss (financial or otherwise) to Customer’s business due to an unexpected drop in search engine rankings; (d) the initial text content to which Rocket Science applies optimization shall be supplied by the Customer; (e) should Customer make changes to any site text that Rocket Science has optimized, Customer understands that these changes may have an adverse effect on search engine rankings; and (f) search engine submissions are carried out one time only per engine unless otherwise stated.
5.4 Website Hosting. If website or web application hosting is included in the Services, Customer hereby acknowledges that the Web Hosting Agreement shall be deemed to be incorporated by reference into the Agreement.
5.5 Third Party Services. In the event that the completion of Services depends on the availability of a third party component or several third party components (“Components”) that are outside of Rocket Science’s control (including but not limited to logos, graphic elements, photographs, data, articles and other content, secure socket layer certificates, merchant account services, gateway services, ActiveX components, Java applets, software libraries, logging, analytics, etc.) and Customer or any third party contracted by Customer fails to provide these Components within reasonable period of time Rocket Science may deliver the Services without these Components or at it’s own discretion use alternative components. Furthermore, Rocket Science may charge additional fees to the Customer for including the required Components when they become available.
6. AGREEMENT TERM
6.1 Term. Unless accepted by both parties, any Agreement which is a quote or proposal is valid for twenty-eight (28) days from the date it was received by Customer. Such Agreement is accepted either upon signing of the Agreement by both parties, or upon Rocket Science clearing the first Customer payment, or upon Rocket Science’s receipt of Customer’s email approval of such Agreement. It is the sole discretion of Rocket Science to determine which method of approval is applicable for a specific project. Upon acceptance, the Agreement becomes a binding contract that will continue in effect until terminated by either party by delivering a ninety (90) day written termination notice to the other party. Any termination of the Agreement does not forfeit Customer’s obligation to pay for Services provided by Rocket Science prior to the termination.
6.2 Breach. Either party may terminate the Agreement at any time in the event that the other party is in default or breach of any material provision of the Agreement, and such default or breach continues unremedied for a period of thirty (30) days after receipt of written notice thereof.