1. In the event of cancellation, the customer agrees to pay “Hicaliber” the whole of the cost of the hours spent in relation to the Agreement, in particular, completed stages of the project.
    • The agreed payment milestones are set out in the payment plan section of this document.
    • Final balance of payment will 30 days after the launch of the software.
    • During the planning phase, there is a limit of two revisions of the wireframes, and a limit of two revisions.
    • All third-party systems that will be used must be detailed with full costings before being approved by the client. The costs are to be covered separately to this proposal by the client.
    • In addition to the Quoted Price “Hicaliber” may charge the Client with any one or more of the following: –
      • Any taxes including sales tax or other statutory charge or levy payable in relation to the supply of services.
    • Additional work if required will be proposed and completed at the rates agreed in the original proposal.
    • Hicaliber” shall use its best endeavours to complete, deliver and otherwise prepare the project for commissioning by the Planned Date of commissioning.
    • Hicaliber” shall unless otherwise agreed provide user training during normal business hours.
    • Hicaliber” shall not in any circumstances be liable for any claim, liability, expense or cost arising directly or indirectly from the delay or failure to perform its obligations under the Agreement where such delay or failure is caused by events beyond the reasonable control of “Hicaliber”.
    • Hicaliber” shall not be liable for any direct or indirect consequential loss or damage suffered or incurred by the Client arising out of the breach of the Agreement by “Hicaliber”.
    • “Hicaliber” warrants that for 30 days following the Client acceptance the project is ready for launch “go live” the website / software will be free from material reproducible programming errors and defects in workmanship and materials, and will substantially conform to the Specifications in the Development Plan when maintained and operated in accordance with “Hicaliber’s” instructions.
    • The client shall retain all rights to the Intellectual property created during development. “Hicaliber” will release any rights retained during development at completion of the project and upon receipt of all payments.
    • “Hicaliber” assumes The Client has permission from the rightful owner to use any images, articles, design elements or other content that is provided by The Client for inclusion in the website and/or software, and will hold harmless, protect, and defend “Hicaliber” from any claim or suit arising from the use of such elements.
    • “Hicaliber” may display graphics and other Web and/or Software content elements as examples of their work in their portfolio and as content features in other projects. However, if required by The Client, “Hicaliber” will remove such content. 
    • In the event that: –
      • The Client is in default of or breaches the Agreement by reason of failure to pay any amount to “Hicaliber” or any other act or omission;
      • The Client becomes or threatens to become or is in jeopardy of becoming subject to any insolvency administration; or
      • The Client ceases or threatens to cease conduct of its business in the normal manner: “Hicaliber” may, without prejudice to any other of its rights:-
        • Refuse the completion of the Project or any part thereof.
    • The Client must keep confidential and not disclose to third parties any confidential information provided by “Hicaliber” unless authorized to do so in writing by “Hicaliber” in order to fulfil its obligations under the Agreement.
    • The Client may only disclose confidential information to employees and officers, where authorised, on a need to know basis and solely for the purposes permitted by the Agreement. A confidentiality agreement must, if requested by “Hicaliber”, be signed by the employee officer or third party and approved by “Hicaliber” prior to the disclosure.
    • “Hicaliber” will maintain its obligations to the client in relation to confidentiality as outlined in any signed Agreement between Hicaliber and the Client which will remain in effect for the life of this Agreement.
    1. These Terms and Conditions: –
      1. Constitute the entire agreement of the parties as to the subject matter and supersedes all prior representations and agreements in connection   with that subject matter; and
      1. May only be altered in writing, signed by both parties.
      1. Proposal is only valid for 14 working days and all finance figures will require confirmation upon application submission.
      1. All calculations for return on investment is indicative only.
    1. Any term or condition herein being a whole clause or part of a clause which is invalid, unlawful, void of unenforceable shall be capable of severance without affecting any other term or condition.
  1. GST
    1. All Prices stated in this Agreement are exclusive of GST unless otherwise stated.