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Web Service Agreement

Software Service Agreement

This Software Services Agreement (the "Agreement") contains the complete terms and conditions which govern Your subscription of Website or App or Software Design, Development, Hosting and other Internet-related services provided by Freketrix Technology Services (the "Services").

As used in this Agreement:

You acknowledge that You have read this Agreement, and You agree to its terms and conditions and all policies posted on the Freketrix site.

The following terms and conditions apply to all the Services provided by Freketrix to the Client.

1. Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote or places order or make payment for the Services, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our Services implies that You have read and accepted our terms and conditions.

2. Freketrix Responsibilities

The Client hereby retains the services of Freketrix to design, develop and host a Website, and Application (App), (collectively the “Software”) for Client in accordance with the Client's specification and requirements.

3. Software Design

4. Software Hosting

5. Software Publishing

Publishing of software shall be done after all design and development work is completed and the outstanding balancies paid to Freketrix.

6. Default

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Freketrix's Web space, Freketrix will, at its discretion, remove all such material from its web space. Freketrix is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Cheques returned for insufficient funds will result in the Client's account being immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Freketrix reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Freketrix in enforcing these Terms and Conditions.

7. Turnaround Time and Content Control

Freketrix will install and publicly post or supply the Client's website by the date specified in the project proposal, or at date agreed with Client upon Freketrix receiving initial payment, unless a delay is specifically requested by the Client and agreed by Freketrix.

In return, the Client agrees to delegate a single individual as a primary contact to aid Freketrix with progressing the commission in a satisfactory and expedient manner.

During the project, Freketrix will require the Client to provide website content: text, images, movies and sound files

8. Cost & Payment

Charges for Services to be provided by Freketrix are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days. Freketrix reserves the right to alter or decline to provide a quotation after expiry of the 30 days.

Unless agreed otherwise with the Client, all Services require an advance payment of a minimum of seventy (70) percent of the project quotation total before the work is supplied to the Client for review. The remaining thirty (30) percent of the project quotation total due upon completion of the work, prior to upload to the server or release of materials.

Payment for Services is due by cheque or bank transfer. Cheques should be made payable to Freketrix Technology Services. Bank details will be made available on invoices.

Invoices will be provided by Freketrix upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt.

Additional Expenses

Client agrees to reimburse Freketrix for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, etc.

9. Confidentiality

During the course of this Agreement, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Freketrix in order for Freketrix to complete the Website in its final form. Freketrix will not share any of this proprietary information at any time, even after the Agreement is fulfilled. Freketrix also will not use any of this proprietary information for Freketrix’s personal benefit at any time, even after the Agreement is fulfilled.

Confidential information does not include information that: Freketrix knew before Client disclosed it; is or becomes public knowledge through no fault of Freketrix; Freketrix obtains from sources other than Client who owe no duty of confidentiality to Client, or Freketrix develops independently.

This provision shall remain in full force and effect even after the termination of this Agreement, either by natural termination or for cause.

10. Ownership and Rights

11. Agreements with Employees
No individuals or entities other than Freketrix and Freketrix’s employees and independent contractors shall undertake any work in connection with this Agreement. Freketrix shall obtain and maintain in effect written agreements with each of its employees who participate in any of Freketrix’s work hereunder. Such agreements shall contain terms sufficient for Freketrix to comply with all provisions of the Agreement and to support all grants and assignments of rights and ownership hereunder. Such agreements also shall impose an obligation of confidence on such employees with respect to Client’s confidential information. It shall be sufficient compliance with this provision of the Agreement if each such employee reads this Agreement and indicates their consent to abide by its terms by signing and dating this AGREEMENT or by initialing and dating this paragraph of this AGREEMENT. Nothing contained herein shall limit Freketrix’s ability or right to utilize independent contractors provided that such independent contractors agree to be bound by the terms of this Agreement.

12. Representations and Warranties
Freketrix makes the following representations and warranties for the benefit of Client:

13. Liability

Freketrix hereby excludes itself, its Employees and or Agents from all and any liability from:

The entire liability of Freketrix to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

14. Term and Termination

15. Force Majeure.

Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

16. No Agency

17. Notices.

All notices under this Agreement must be sent by email with read receipt requested or certified or registered mail with return receipt requested.

18. Agreement Binding on Successors.

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

19. Waiver. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

20. Assignability

The Agreement is personal to Freketrix and may not be assigned by any act of Freketrix or by operation of law unless in connection with a transfer of substantially all the assets of Freketrix or with the consent of Client, which consent shall not be unreasonably withheld.

21. Dispute Resolution.

22. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the Parties underlying the invalid.

23. Indemnity

All Freketrix Services may be used for lawful purposes only. You agree to indemnify and hold Freketrix harmless from any claims resulting from Your use of our Service that damages You or any other party.

24. General

This Agreement is also bound by Freketrix Terms and Conditions (T&C) of service, incorporated herein by reference. The Client's signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.

25. Changes to this Agreement

We may update the terms of this Agreement from time to time. We will notify You of any changes by posting the new terms on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the "Last updated" date at the top of this page.

You are advised to review this Agreement periodically for any changes. Changes to this Agreement are effective when they are posted on this page.

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