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:
- Freketrix (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Freketrix Technology Services, , Akwa Ibom, Nigeria.
- "Client", "You", or "Your" means You, the individual, or organisation accessing. placing order or using the Services, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
- "Site" refers to a World Wide Web site and "Freketrix Site" refers to the Site located at the URL https://www.freketrix.com or any other successor Sites owned or maintained by Freketrix.
- Party refers to either You or Freketrix while Parties refers to both You and Freketrix
- Third-party refers to any individual, organisation or website that may render additional services.
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.
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
The design of Client’s Software shall be in substantial conformity with the
material provided to Freketrix by Client. Freketrix shall develop
Client’s Software to project the highest professional image. Freketrix
shall not include any of the following in the Software or in Client’s
directory on Freketrix’s Web Server: text, graphics, sound, or animations
that might be viewed as offensive or related in any way to sex or any illegal
activities; links to other sites that might be viewed as offensive or related in any
way to sex or any illegal activities; impressionistic or cartoon-like graphics
(unless provided by Client); invisible text, text that is present only when a
“webcrawler” or other web indexing tool accesses the Software, or any other type
of hidden text, hidden information, hidden graphics, or other hidden materials; or
destructive elements or destructive programming of any type.
- Materials Provided by Client
All materials to be supplied by Client may be provided on DVD or via Email. Files will be
provided in HTML format, standard word processing Text format or, if images, as
TIFF’s GIFF’S, JPEG’s or Photoshop files.
- Accessibility Of Software During Construction
Throughout the construction of the prototype and the final Software, the Software
shall be accessible to Client. Until Client has approved the final Web
Site, none of the Web Pages for Client’s Software will be accessible to end
users unless the end users have entered the correct user id and password.
- Submission To Index Sites
At the time that Freketrix conducts the first “walk through” of Client’s
final Software, Freketrix will register (if it is among the Client Specification) Client’s URL with the
following search engines: Google, Yahoo, Infoseek, Alta Vista, Web Crawler and Excite!.
- Delivery of Deliverables
Upon Client’s approval of its final Software, or upon termination of this
Agreement, whichever occurs earlier, Freketrix shall deliver to Client
all human-readable contents and documentations necessary for the operation of Client’s Software (other than
third-party operating system software, third-party networking software, Web
Browsers and hardware) and all changes and enhancements thereto (the
“Deliverables”). Documentation shall be delivered in
electronic format. Source Code shall NOT be delivered in any way. The transfer of
electronic materials shall be accomplished via email. Freketrix shall maintain its
back-ups and one set of the final materials provided to Client for a period of
six months after Client’s approval of its final Software. If this Agreement
is terminated prior to final approval, or at the expiration of this six month period,
Freketrix will destroy all of its copies of Client’s Software (including
all back-ups thereof) and “wipe” all files constituting final or working copies of
Client’s Software (other than the final copy hosted on Freketrix’s
Web Server and one backup copy thereof) from Freketrix’s computers and
back-up materials unless otherwise directed in writing by Client.
- Advertising Transaction Fees
Freketrix agrees to assist Client in the sale of any advertising and/or
database searches or other programs to generate revenues from the use of the Web
Site by third-party. In this regard, Freketrix will provide assistance in
developing such programs for Client. In such event, the third-party agree to
enter into good faith negotiations to reasonably compensate Freketrix for
- Design Credit
A link to Freketrix will appear in either small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in Freketrix's portfolio.
- Post-Placement Alterations
Freketrix cannot accept responsibility for any alterations caused by a third-party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
- Failure to provide required website content:
Freketrix is a business entity, to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that Your work is completed at the time arranged.
- This is why we ask that You provide all the required information in advance. On any occasion where progress cannot be made with Your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge.
- If You agree to provide us with the required information and subsequently fail to do within ten (10) days of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately.
Freketrix makes every effort to ensure software are designed to be viewed by the majority of visitors. Software are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, etc.) and devices (Android, Apple, Linux and Microsoft enabled devices). Client agrees that Freketrix cannot guarantee correct functionality with all browser/devices across different operating systems.
Freketrix cannot accept responsibility for webpages/screens which do not display acceptably in new versions of browsers/devices released after the software have been designed and handed over to the Client. As such, Freketrix reserves the right to quote for any work involved in changing the software design or software code for it to work with updated browser/device.
- Copyright Notice. A Copyright notice will be displayed on the bottom of each page/screen of your software in favour of the Client.
4. Software Hosting
- Server Hosting
Freketrix agrees, at Client’s option, to maintain Client’s Web
Site on Freketrix’s Web Server on a year to year basis, and to make
maintenance modifications to Client’s Software from time to time in
accordance with Client’s directions. Such modifications shall be done at a fee and be
implemented within five (5) business days of Freketrix’s receipt of
Client’s changes if the changes are easily implemented, and within ten (10)
business days of Freketrix’s receipt of Client’s changes if the changes
are not easily implemented. As part of this service, Freketrix agrees to make
Client’s Software available to Internet users approximately 24 hours per
day, to back-up Client’s Software at least once every two weeks, and to
store said back-up materials in a safe and secure environment, fit for the back-up
media, and not located at the same location as Freketrix’s Web Server. Also
as part of this service, Freketrix agrees to use its best efforts to ensure
reasonable response times for users accessing Client’s Software.
- Back-Up Copies
Upon notice from Client not more often than once each month, and also in
the event of Client’s termination of its use of Freketrix’s Web Server
as the host for Client’s Software, Freketrix agrees to transfer a
complete copy of Client’s then-current Software, including all Code
therefor, to Client, said transfer to occur by either copying them to DVD, External hard disk or via File Transfer Protocol (“FTP”). Files
will be provided in standard word processing Text format or, if
images, as TIFF’s GIFF’S, JPEG’s or Photoshop files. The transfer method will
be selected by Client in its discretion no later than 24 hours before the time
the transfer is to take place. in the event such transfer results from Client’s
termination of its use of Freketrix’s Web Server as the host for
Client’s Software, Freketrix shall maintain one complete electronic
version of Client’s Software, including all Code therefor (and shall “ wipe”
all other versions thereof off of its computers and media, including back-up
copies), until Client informs Freketrix in writing that the transferred
files appear to be complete, at which time Freketrix shall “wipe” its final
copy of Client’s Software off of its computers and media.
- Transaction Logging
During the time that Client’s Software is located on Freketrix’s Web
Server, Freketrix will make available on a monthly basis and free of charge
an analysis of Client Software traffic, including source IP address, most
commonly viewed pages and any other such data reasonably requested by
Client. Freketrix shall set aside a portion of its server, such portion
only accessible by designated Client staff or members, in which such
analysis resides. The analysis may be viewed or printed out by Client at its
5. Software Publishing
Publishing of software shall be done after all design and development work is completed and the outstanding balancies paid to Freketrix.
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.
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.
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
- Ownership of Work Produce by Client
Except as set forth below, all elements of all Deliverables shall be exclusively
owned by Client and shall be considered works made for hire by
Freketrix for Client. Except as set forth below, Client shall
exclusively own all United States and international copyrights and all other
intellectual property rights in the Deliverables. It is understood and agreed that
additional materials added to the Software in the future by Freketrix may
belong exclusively to Freketrix however, the Parties agree that the
ownership of any such future materials will be mutually agreed to by the Parties.
- Vesting of Rights
With the sole exception of any Preexisting Works identified in Section 6(C)
hereof, Freketrix agrees to assign, and upon creation of each element of each
Deliverable automatically assigns, to Client, its successors and assigns,
ownership of all United States and international copyrights and all other
intellectual property rights in each element of each Deliverable. This assignment
is undertaken in part as a contingency against the possibility that any such
element, by operation of law, may not be considered a work made for hire by
Freketrix for Client. From time to time upon Client’s request,
Freketrix and/or its personnel shall confirm Such assignments by execution
and delivery of such assignments, confirmations of assignments, or other written
instruments as Client may request. Client, its successors and assigns,
shall have the right to obtain and hold in its own name all copyright registrations
and other evidence of rights that may be available for the Deliverables and any
- Preexisting Works
In the event that any portion of any Deliverable (including the entirety thereof)
constitutes a preexisting work for which Freketrix cannot grant to
Client the rights set forth in paragraphs 6(A) and 6(B) above,
Freketrix shall specify below: (1) the nature of such preexisting work;
(2) its owner; (3) any restrictions or royalty terms applicable to Freketrix’s
or Client’s use of such preexisting work or Client’s exploitation of
the Deliverable as a Derivative Work thereof; and (4) the source of
Freketrix’s authority to employ the preexisting work in the preparation of
the Deliverable. The works set forth above will be referred to as “Preexisting
Works”. The only preexisting works that may be used in the construction of any
Deliverable are the Preexisting Works specified above and any Preexisting Works
that may be approved in writing by Client prior to their use.
- Indemnification/No Infringement
In performing Services under this Agreement, Freketrix agrees not to design,
develop, or provide to Client any items that infringe one or more patents,
copyrights, trademarks, or other intellectual property rights (including trade
secrets), privacy or other rights of any person or entity. If Freketrix
becomes aware of any such possible infringement in the course of performing any
work hereunder, Freketrix shall immediately so notify Client in
writing. Freketrix agrees to indemnify, defend, and hold Client, its
officers, directors, members, employees, representatives, agents, and the like
harmless for any such alleged or actual infringement and for any liability, debt, or
other obligation arising out of or as a result of or relating to (a) the Agreement,
(b) the performance of the Agreement, or (c) the Deliverables. This
indemnification shall include attorneys’ fees and expenses, unless Freketrix
defends against the allegations using counsel reasonably acceptable to
Client. Freketrix’s total liability under this Agreement shall not
exceed twice the amount of revenue derived by Freketrix under this
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
12. Representations and Warranties
Freketrix makes the following representations and warranties for the benefit of
- No Conflict
Freketrix represents and warrants that it is under no obligation or restriction
that would in any way interfere or conflict with the work to be performed by
Freketrix under this Agreement. Client understands that
Freketrix is currently working on one or more similar projects for other
clients. Provided that those projects do not interfere or conflict with
Freketrix’s obligations under this Agreement, those projects shall not
constitute a violation of this provision of the Agreement.
- Ownership Rights
Freketrix represents and warrants that (1) it is and will be the sole author of
all works employed by Freketrix in preparing any and all Deliverables other
than Preexisting Works; (2) it has and will have full and sufficient right to assign
or grant the rights and/or licenses granted in the Deliverables pursuant to this
Agreement; (3) all Deliverables other than Preexisting Works have not been and
will not be published under circumstances that would cause a loss of copyright
therein; and (4) all Deliverables, including all Preexisting Works, do not and will
not infringe any patents, copyrights, trademarks, or other intellectual property
rights (including trade secrets), privacy or similar rights of any person or entity,
nor has any claim (whether or not embodied in an action, past or present) of such
infringement been threatened or asserted, nor is such a claim pending against
Freketrix (or, insofar as Freketrix is aware, against any entity from
which Freketrix has obtained such rights).
- Conformity, Performance, and Compliance
Freketrix represents and warrants that (1) all Deliverables shall be prepared
in a workmanlike manner and with professional diligence and skill; (2) all
Deliverables will function under standard HTML conventions; (3) all
Deliverables will conform to the specifications and functions set forth in this
Agreement; and (4) Freketrix will perform all work called for by this
Agreement in compliance with applicable laws. Freketrix will repair any
Deliverable that does not meet this warranty within a reasonable period of time if
the defect affects the usability of Client’s Software, and otherwise will
repair the defect within 24 hours, said repairs to be free of charge to Client.
This warranty shall extend for the life of this Agreement. This warranty does not
cover links that change over time, pages that become obsolete over time, content
that becomes outdated over time, or other changes that do not result from any
error on the part of Freketrix.
- Disclaimer of Warranties.
Designer shall create a Website for Client’s purposes and to Client’s specifications. DESIGNER DOES NOT REPRESENT OR WARRANT THAT SAID WEBSITE WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. DESIGNER HAS NO RESPONSIBILITY TO CLIENT IF THE WEBSITE DOES NOT LEAD TO CLIENT’S DESIRED RESULT(S).
Freketrix hereby excludes itself, its Employees and or Agents from all and any liability from:
- Loss or damage caused by any inaccuracy;
- Loss or damage caused by omission;
- Loss or damage caused by delay or error, whether the result of negligence or other cause in the production or delivery of the web site;
- Loss or damage to clients' artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
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
- Term of Agreement. This Agreement shall be effective as of the Effective Date and shall remain in
force for a period of 99 years, unless otherwise terminated as provided herein.
- Termination of Work. Client may, at its sole option, terminate any or all work outstanding, or any
portion thereof, immediately upon written notice. Upon receipt of notice of such
termination, Freketrix shall inform Client of the extent to which
performance has been completed through such date, and collect and deliver to
Client whatever work product and Deliverables then exist in a manner
prescribed by Client. Freketrix shall be paid for all work performed
through the date of receipt of notice of termination as specified herein.
Freketrix may not terminate any work under this Agreement without the
prior written consent of Client.
In the event of any termination of this Agreement, all obligations and
responsibilities of Freketrix shall survive and continue in effect and shall
inure to the benefit of and be binding upon the Parties and their legal
representatives, heirs, successors, and assigns. The termination of any provision
of this Agreement shall not excuse a prior breach of that provision.
- Termination for Cause. This Agreement may be terminated by either party upon thirty (30) days written
notice to the other party in the event of a breach of a material provision of this
Agreement by the other party, provided that, during the thirty (30) days period,
the breaching party fails to cure such breach.
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
- Independent Contractor.
Freketrix, in rendering performance under this Agreement, shall be deemed
an independent contractor and nothing contained herein shall constitute this
arrangement to be employment, a joint venture, or a partnership. Freketrix
shall be solely responsible for and shall hold Client harmless for any and all
claims for taxes, fees, or costs, including but not limited to withholding, income
tax, and workmen’s compensation.
- No Agency.
Client does not undertake by this Agreement or otherwise to perform any obligation of Freketrix, whether by regulation or contract. In no way is Freketrix to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement
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.
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.
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.
- Choice of Law. The Parties agree that this Agreement shall be governed by the Laws of Akwa Ibom State and/or the Federal Republic of Nigeria, in which the duties of this Agreement are expected to take place.
- Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
- Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.
- Attorney’s Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.
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.
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.
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.