2.1 These conditions apply to and are incorporated in the Contract.
2.2 No changes to these terms are binding unless signed by Frontier Code.
The Client shall:
4.1 Frontier Code shall use reasonable efforts to provide the Services in a professional manner.
4.2 Frontier Code shall communicate regularly with the Client about the progress of the Services.
5.1 If either party wishes to change the scope of the Services, they must discuss and agree upon such changes in writing.
5.2 Frontier Code will provide an estimate of the impact of any changes on time and costs.
6.1 Charges will be calculated based on either time-and-materials or fixed price as agreed with the Client.
6.2 The Client shall pay invoices within the timeframe specified on the invoice.
6.3 Late payments may result in interest charges and suspension of Services.
7.1 Upon full payment, Frontier Code assigns to the Client all Intellectual Property Rights in the Deliverables, excluding any Frontier Code Pre-existing Materials.
7.2 Frontier Code grants the Client a license to use Frontier Code Pre-existing Materials solely for the purposes of using the Deliverables.
8.1 Both parties shall keep confidential all information of the other party obtained under or in connection with the Contract.
8.2 This confidentiality obligation survives the termination of the Contract.
9.1 Frontier Code's total liability under the Contract shall be limited to the total charges paid by the Client.
9.2 Frontier Code is not liable for any indirect, consequential, or special damages, including loss of profits, business, or data.
10.1 Frontier Code will deliver the work as specified in the agreed-upon project scope.
10.2 The Client has 14 days to review and request revisions to the delivered work. Frontier Code will make reasonable efforts to accommodate these requests.
10.3 If substantial changes are required beyond the initial revision cycle, Frontier Code may charge additional fees based on time and materials.
10.4 Frontier Code is not responsible for conducting trademark or other legal searches related to branding or design work. The Client assumes all legal risks associated with the use of delivered designs or branding elements.
11.1 Upon full payment, Frontier Code assigns to the Client all Intellectual Property Rights in the deliverables, excluding any Frontier Code Pre-existing Materials.
11.2 Frontier Code grants the Client a non-exclusive, worldwide license to use Frontier Code Pre-existing Materials solely for the purpose of using the deliverables.
11.3 The Client may not sell, distribute, or sublicense the deliverables to third parties without Frontier Code's written permission.
11.4 The Client shall indemnify Frontier Code against any claims that the materials provided by the Client infringe on third-party Intellectual Property Rights.
12.1 Either party may terminate the Contract if the other party materially breaches the Contract and fails to remedy the breach within 14 days of written notice.
12.2 Upon termination, the Client shall pay for all Services provided up to the date of termination.
12.3 Frontier Code will provide reasonable assistance in transferring project files to the Client upon termination, subject to payment of Frontier Code's standard fees.
Neither party is liable for delays caused by circumstances beyond their reasonable control, including but not limited to acts of nature, government actions, war, civil unrest, fire, floods, or labor disputes.
The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that party in writing.
15.1 Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
15.2 Governing Law: This Contract is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
15.3 Severability: If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
15.4 Notices: All notices must be in writing and sent to the email or physical address provided by each party.
Frontier Code offers a monthly managed services subscription that includes ongoing maintenance, support, and updates for the Client's website or web application.
The monthly subscription includes:
a) The subscription does not include major redesigns or new feature development.
b) Any work exceeding the specified limits will be billed separately at Frontier Code's standard hourly rate.
a) Payment is due within 30 days of invoice date.
b) Frontier Code reserves the right to suspend services if payment is not received within 30 days of the due date.
a) The subscription will automatically renew on a month-to-month basis unless terminated by either party with 30 days written notice.
b) Frontier Code may adjust the subscription fee with 60 days notice to the Client.
a) Frontier Code will respond to critical issues within 6-12 hours during business days.
b) For non-critical issues, Frontier Code will respond within 2-5 business days.
c) Frontier Code will use reasonable efforts to maintain 99.9% uptime for hosted services, excluding scheduled maintenance.
a) The Client will provide timely access to necessary systems and information.
b) The Client is responsible for maintaining secure passwords and access controls.
c) The Client will promptly notify Frontier Code of any suspected security breaches or service issues.
Any enhancements or modifications made to the Client's website or web application as part of the managed services remain the intellectual property of the Client, subject to the terms in Section 11.
Frontier Code's liability related to the managed services subscription is limited as specified in Section 9 of these Terms and Conditions.