ACCEPTANCE OF TERMS
Tactical Engine provides products, software and manpower Services (collectively, hereinafter referred to as “SERVICES”) subject to any customer’s or buyer’s (hereafter referred to as “CLIENT”) acceptance of and compliance with the Terms and Conditions (hereinafter referred to as “Terms”) and the terms and conditions of the Service Level Assurance Agreement (hereafter referred to as “SLA”) outlined below:
Terms and Conditions
Tactical Engine can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although Tactical Engine will endeavor to ensure that Website downtime is kept to a minimum.
Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
Under no circumstances will Tactical Engine be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. Tactical Engine is not bound to honor offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
Search Engine Listings
Tactical Engine does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not YOUR BUSINESS NAME that determines whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. Tactical Engine does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
COMPLETION OF WORK AND PAYMENT
Completion of Work
Tactical Engine warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Tactical Engine will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Tactical Engine will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorization from the Client.
Supply of Materials
The Client Georgia is to supply all materials and information required for Tactical Engine to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, Tactical
Engine has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the Work for more than 21 days, Tactical Engine has the right to invoice the Client for any part or parts of the Work already
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Tactical Engine, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to Tactical Engine as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 60% balancing payment will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Tactical Engine to remedy any points reported by the Client as unsatisfactory, and Tactical Engine considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Tactical Engine can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of 7 day review period, Tactical Engine will invoice the Client for the 60% balancing payment, which, in the absence of agreement to the contrary, is to be paid by the Client within 21 days of the date that the invoice was issued.
Remedies for Overdue Payment
If payment has not been received by the due date, Tactical Engine has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Tactical Engine has the right to replace, modify or remove the Website and revoke the Client’s license of the Work until full payment has been received. By revoking the Client’s license of the Work or removing the web site from the Internet, Tactical Engine does not remove the Client’s obligation to pay any outstanding monies owing.
Offers and Proposals
Offers and proposals made by Tactical Engine to potential clients should be treated as trade secrets and remain the property of Tactical Engine. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Tactical Engine. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copies, graphic images, registered company logos, names and trademarks or any other material it supplies to Tactical Engine for inclusion on the Website. The conclusion of a contract between Tactical Engine and the Client shall be regarded as a guarantee by the
Client to Tactical Engine that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Tactical Engine and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Tactical Engine, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once Tactical Engine has received full payment of all outstanding invoices and the Work has been approved by the Client, the Client will be granted a license to use the Website and its contents.
Any code that is not freely accessible to third parties and not in the public domain, and to which Tactical Engine or their suppliers own the copyright, may not be copied, published, distributed, or passed to any third parties in any form without prior written consent from Tactical Engine. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Tactical Engine or their suppliers owns the copyright. Tactical Engine acknowledges the intellectual property rights of the Client. Information passed in written form to Tactical Engine, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. RIGHTS AND RESPONSIBILITIES
Right to Terminate
Tactical Engine reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their website, or any material is illegal, immoral or otherwise unacceptable.
Events Beyond the Control of Tactical Engine
Tactical Engine will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Tactical Engine. If during the project development, due to technical or unforeseen complications on its own side, Tactical Engine is not able to complete the project, then it is the responsibility of Tactical Engine to inform the client and refund any amount taken upfront for development work. In the case, the client wants control of whatever we have developed till that point, there will be no refund provided.
Supply and Pricing of Services
Tactical Engine reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of Country which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Tactical Engine and the Client. The said contract is void where prohibited by law.
Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued. This proposal may be amended prior to the contractual agreement between the client at the discretion of Tactical Engine.
Read and Understood
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
Should either Tactical Engine or Client elect to terminate this contract, Tactical Engine reserves the right to collect payment for services provided and will allow the client (30) days to remit payment in the amount disclosed on final invoice that will be provided to Tactical Engine by client within fifteen (15) days of contract termination.