2. To deliver the application promptly, based on the delivery schedule outlined in this proposal, we rely on prompt feedback and response to questions and/or requests that can only be addressed by the client. Specifically, to ensure that we maintain the planned development schedule, we kindly ask for replies within 24 hours but no more than 48 hours after the initial request.
3. Please note that specialist resources with specific skills will be allocated to certain sections of your project on planned dates, as outlined in the project timeline. Therefore, if a reply to a critical question is not available at the required time, specific resources may temporarily be unavailable and we may need to offer an alternative estimated completion date and/or temporarily put the project on hold.
4. As outlined in the proposal, we ask clients to sign up for any third party services that are required and to make payments directly to such providers, if fees are required. Therefore, when requested, we ask that you promptly sign up to appropriate services and provide G2Guide with access.
5. Application content will be provided by the client but we will use placeholder content if content is not made available.
6. The parties acknowledge and agree that upon payment the client will hold all intellectual property rights, including but not limited to copyright and trademark rights.
7. Sale and Purchase of Goods and/or Services - Indirectchannel Ltd (G2Guide) hereby agrees to sell, and You ("Company") hereby agrees to purchase, goods of the description and quantity described in the proposal or on the checkout window ("Checkout") and incorporated herein by this reference ("Goods" or “Services”) on the terms and conditions set forth in this Agreement.
8. Purchase Price - Company agrees to pay the Purchase Price of the services as outlined in the proposal. Company agrees to approve milestones as they are completed and submitted by the project lead for customer review. Milestones exist within an estimate.
9. Payment Terms - Payments are due and payable at the end of each milestone date, as outlined in the proposal. If terms are not outlined in the proposal, the total amount of the payment (purchase price) shall be payable in full by Company before the start of the project. Any portion of payment unpaid past 7 days shall be considered overdue. All amounts past due are subject to a late charge of the lesser of one and one-half percent (1 1/2%) per month (being eighteen percent (18%) per annum) or the highest lawful rate. In addition, Indirectchannel Ltd (G2Guide) shall have the right to pursue any remedies available at law or as provided herein and shall be entitled to reimbursement from Company for Indirectchannel Ltd's (G2Guide) costs of collection, including solicitor fees, legal fees and costs and disbursements.
10. Delivery - Unless otherwise agreed in writing, delivery of digital assets, code, designs, databases, and other develop digital asset shall be made via download or email or milestone attachment in accordance with G2Guide's policy in effect on the date of milestone delivery or updated milestone delivery dates based on the circumstances of the project. Delivery dates provided by the project lead are estimated dates only. The project lead and development team will make reasonable efforts to deliver in accordance with the dates on the milestones within the estimate; however, based on circumstances, feature requests, slippery slope requirements scope enhancements, difficulty and complexity of development, architectural or code review results, user interface design or user experience changes, there may be a need to push out delivery dates as applicable. Milestone delivery date changes are normal although project lead and development teams are asked to adhere to the dates as best as humanly possible. Delivering late on a milestone does not permit nonpayment by the customer. Milestones may be delivered after their deadlines, and are not penalized with reduced payment allotments. This assurance of full payment allows the project teams to work uninhibited. Project leads may penalize development teams on future projects, by not giving them the work, based on their ability to deliver on time and within the scope of the features stated in the requirements and scope areas of the project estimate.
11. Limited Warranty - Customer must test and approve work delivered when they receive submitted milestones for approval. They are to reject the milestone if there are sufficient defects to warrant a rejection, and approve the milestone if the milestone is completed within reason, allowing for reasonable industry standard margins of error and in good faith.
12. Disclaimer of Warranty/Limitation of Liability - Indirectchannel Ltd (G2Guide) cannot guarantee that the Goods will be fit for any particular purpose for which Company may be buying the Goods, except as otherwise provided in this Agreement, and Indirectchannel Ltd (G2Guide) disclaims all other warranties and conditions, express or implied. Indirectchannel Ltd (G2Guide) (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, ALL OF WHICH ARE REFERRED TO HEREIN COLLECTIVELY AS THE "Indirectchannel Ltd (G2Guide) AFFILIATES") SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE TO Company OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GOODS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, Company'S TIME, LOST DATA, INJURY TO PROPERTY OR ANY DAMAGES OR SUMS PAID BY Company TO THIRD PARTIES, EVEN IF Indirectchannel Ltd (G2Guide) OR ANY OF THE Indirectchannel Ltd (G2Guide) AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. IN NO EVENT SHALL Indirectchannel Ltd (G2Guide) OR ANY Indirectchannel Ltd (G2Guide) AFFILIATE BE LIABLE TO Company OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IN EXCESS OF THE NET PURCHASE PRICE OF THE GOODS ACTUALLY DELIVERED TO AND PAID FOR BY Company HEREUNDER. Indirectchannel Ltd (G2Guide) DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE GOODS AND NONE OF Indirectchannel Ltd (G2Guide) OR ANY Indirectchannel Ltd (G2Guide) AFFILIATE SHALL HAVE ANY DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS Company FROM AND AGAINST ANY OR ALL DAMAGES OR COSTS INCURRED BY Company ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR VIOLATION OF COPYRIGHTS BY ANY OF THE GOODS.
13. Force Majeure - Indirectchannel Ltd (G2Guide) shall not be held responsible for any failure of performance in the event such failure was due, in whole or in part, to national,, provincial or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire or other damage to or destruction of, in whole or in part, the Goods or the manufacturing facility for the Goods, the lack of or inability to obtain raw materials, labor, fuel, electrical power, water or supplies, or any other cause, act of God, contingency or circumstances not subject to the reasonable control of Indirectchannel Ltd (G2Guide), which causes delays or hinders the manufacture or delivery of Goods. Indirectchannel Ltd (G2Guide) shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.
14. General - Company may not assign this Agreement without Indirectchannel Ltd's (G2Guide) written consent. If there is any inconsistency between this Agreement and any other agreement included with or relating to the Goods, this Agreement shall govern. This Agreement may not be modified, altered or amended without the written agreement of Indirectchannel Ltd (G2Guide). Any additional or altered terms attached to any order submitted by Company shall be null and void, unless expressly agreed to in writing by Indirectchannel Ltd (G2Guide). If any term of this Agreement is illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired. This Agreement shall be interpreted under the laws of England and Wales.
15. Disputes - The parties shall make reasonable attempts to resolve any difference or dispute by negotiation. If the matter is not resolved by negotiation within 14 days of receipt of a written 'invitation to negotiate', then both parties agree that the matter shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.
16. Identification Process (Verification Process) - Indirectchannel Ltd (G2Guide) reserves the right to require additional identification documentation to further substantiate the identity of the Company and/or their agent(s).. This identification / verification process may include the provision of specific types of government issued identification, including but not limited to, a driver's license, passport, government issued ID card, or other types of identification. This process may be required, especially if G2Guide is asked to verify who is sending and receiving funds, and comply with applicable laws.
17. Recordings - Indirectchannel Ltd (G2Guide) reserves the right to record any and all video chats, phone calls, skype voice or video chats, google hangout sessions over voice or video, chat sessions, or other interactions mainly for the purpose of training and improvement but also to verify customer requirements or any other reason.
18. Notices - All notices to a party shall be in writing and shall be made via email. Notices to us must be sent to the attention of Customer Service at help@G2Guide.com. Notices to you may be sent to the address supplied by you as part of your Registration Data.