Customization Policy

1. Definitions

• "Developer" means Vger Web Services.
• "Customization Services" means work done to provide functionality / features to an existing product as requested by the client or development of a new product, such as an installable Opencart Extension.
  
• "Software" means the tangible, deliverable product to be developed whether as a whole product or the customization of an existing product/software installation or any alterations to any code and provided by Developer to the client in accordance with this policy, the Work Request and the Quotation.
• "Work Request" means the specific details, specifications and parameters of the work required by the client for the Developer to provide the Customization Services therof.
• "Quotation" means the formal document which details, but not limited to, costs, payment milestones and timescales and used in conjunction with the Work Request to provide the client with the Customization Service.
• "Variation Order" means an alteration (such as, but not limited to, additional features or changes in functionality) to the initial Work Request or previous Variation Order.
  

2. Extension Development

• All Customization Services and use of any Opencart Extension developed are subject to the Developers Standard Terms and Conditions, the Developers Software Licence Agreement and the Developers Customization Policy (available of the Developers website), and are also subject to any Terms and Conditions set forth in the Quotation. No other Customization Services will be provided unless expressly agreed upon and authorized by the Client and the Developer in writing.
• Opencart Extensions are typically developed offline.  Once complete, the Opencart Extension will be made available to the client on a Demonstration Website using the opencart default theme (unles a specific template has been provided to the Developer by the client) in order for the client to test functionality and specifications against the Work Request, Quotation and any Variation Order.
• Upon acceptance and payment as per the Quotation and any Variation Order by the client, the Developer will release the Extension to the client as a software package ready for installation into an Opencart instance.  The Software delivered will include all required source code and the files will be 'open source' (without any obfuscation or encryption applied).
  

3. Customization Services

• Customization Services will be provided in accordance with the terms of the Work Request and subject to the conditions set forth on the Quotation, including full payment of all fees and adherence to all time limits and scheduling restrictions.
• Where expressly stated on the Work Request, the Software arising from the customization services shall be subject to acceptance by the client in accordance with the acceptance criteria set forth in the Work Request.
  Where there is no acceptance criteria set forth on the Work Request, acceptance shall be deemed to occur upon the earliest of:
  • completion of the acceptance criteria,
  • Developers completion of the Customization Services and written notification to the client of such completion,
  • the clients use of the Extension.
• The client is solely responsible for preparing their facilities and equipment for installation of the Software, where applicable.
• The Developer will make reasonable efforts to accommodate your time and deadline requirements with respect to the performance of Customization Services; however, meeting such requirements is subject to availability of resources, both human and electronic at the time of your request and is dependent on your availability to provide input and to perform necessary actions. The Developer shall not be liable in any way for any delay or damage arising from the Developers failure to meet such of your requirements or any deadlines.
• Any changes to the Customization Services or Software requirements after execution of the Work Request will be subject to a fee  re-assessment of the request.
  
• The Developer shall be entitled to rely on all information provided, and decisions and approvals made, by the client in connection with the Developers work hereunder. You agree that the Developer shall not be subject to any liability or costs relating to the Customization Services to the extent such liability and costs are attributable to any information provided by you that is not complete, accurate or current in all material respects.

4. Term and Termination

• The term of the Customization Services, if any, shall be as set out on the Quotation.
• Customization Services may be terminated by the Developer immediately upon notice if:
  • the client materially breaches any agreement entered into with the Developer, including the developers Licence Agreement  (or you consistently fail to properly perform and observe your obligations under such agreements), and you fail to rectify the situation within ten (10) calendar days of notice from the Developer; or
  • the client becomes insolvent or a receiver is appointed, or the client makes an assignment, proposal or arrangement for the benefit of the clients creditors or the client files for bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against the client.
• The Developer shall have the right to terminate Customization Services immediately upon notice to the client, without penalty or refund, if any agreement relating to the Software is terminated for any reason.
• Termination of the Customization Services or any agreement shall not affect the clients payment obligation for any Customization Services performed by the Developer prior to the date of termination, regardless of whether you have had, as at the date of termination, any use of the Software or part thereof.
  In the event that the Customization Services are terminated prior to the delivery of the software to the client, the Develper shall not be obligated to deliver any work-in-progress or any portion of the software to the client, unless otherwise expressly agreed by both parties in writing.

5. Fees

• The client shall pay fees for the Customization Services and software license in accordance with the fee schedule set forth in the Quotation. The Developer shall submit invoices to the client for all fees and payments due, including applicable expenses, as per the payment milestones set forth on the Quotation provided to the client. The client shall pay to the developer the full amount of each invoice within seven (7) days of receipt of the invoice. All invoices shall detail the nature of the Customization Services performed, the fees payable, and the basis on which the calculation of the fees has been made.
• The client is responsible for, and shall pay all taxes relating to the Customization Services and the Software. Unless otherwise indicated, all amounts payable by the Client under a Quotation are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Software, other Software or Customization Services, or otherwise.
• Pricing is subject to the Developers understanding of the project requirements, the terms of this policy, and the Work Request. The Developer reserves the right to invoice the client for additional Customization Services requested by the client or are required due to incomplete details or specifications provided by the client at the time of Quotation, that are not specified in the Work Request but are provided by the Developer to the client, provided that the Developer provides provides the client with written notice that such additional Customization Services are not included in the Quotation and are subject to the Developers then current  fee schedule for such Customization Services. Invoices for such additional Customization Services shall be subject to payment in accordance with this Section.

6. Intellectual Property Rights

• The Developer shall own all intellectual property rights in and to the Software, and all work conceived, created, produced or designed by the Developer as a result of or with respect to any and all Customization Services provided to the client. The clients rights and obligations relating to the use of the Software shall be governed by the terms of the applicable License Agreement regardless of whether the client may have contributed to the Software in any way. The foregoing shall not be deemed to transfer ownership to the developer of any pre-existing intellectual property rights that the client may have in the materials provided to the Developer in order to permit Developer to perform the Customization Services; however, to the extent that you have provided such materials to the Developer, the client hereby grants the Developer a non-exclusive, non-transferable, royalty-free license to use all such materials for the purposes of performing the Customization Services and providing you with the Software.

7. Limited Warranty and Limitation of Liability

• Limited Warranty: The Developer warrants that all services provided shall be provided in a competent, professional manner. The Developer does not represent or warrant that the Customization Services or Software provided hereunder will be capable of achieving a particular result for the client, or that the operation of the Software will be error free or uninterrupted, or that all errors in the Software can be found or corrected. Without limiting the foregoing, this warranty is valid only for the six (6) months following the acceptance date as set forth in Section 3(b). The above warranty shall not apply to defects or non-conformities resulting from:
  • improper or inadequate maintenance or installation of the Software;
  • use of the Software in a manner different from the intended use;
    
  • unauthorized or improper use or modification of the Software;
• Limitation of Liability:
  • Except provided in a written agreement between the cient and the Developer, and to the maximum extent permitted by applicable law, the Developer makes no warranty or condition, express or implied, statutory or otherwise, with respect to the Softwareor the Customization services, including, without limitation, the implied warranties or conditions of merchantability and fitness for a particular purpose.
  • in no event shall the Developer be liable to the client or any other person for any indirect, special, punitive, exemplary, consequential or incidental damages including, but not limited to, damages for loss of revenues or profits, business interruption, loss of business information, and the like arising out of the use, inability to use or the performance or non-performance of, the software or the provision of the Customization services, even if the developer has been advised of the possibility of such damage or claim, or it is foreseeable.
  • in no event shall the Developer maximum aggregate liability to you for direct damages exceed the total amount paid by you for the Customization services performed by the Developer within the six (6) months preceding the date on which the claim arose.

8. Force Majore

• The Developer will not be liable for any delay or failure to perform any of its obligations under this Agreement by reasons, events or other matters beyond its reasonable control.

9. Modification

• The Developer may amend any of the terms and conditions contained in this Agreement at any time and solely at its discretion. Any changes will be effective upon the posting of such changes on the Developers website, and the client is responsible for reviewing these changes and informing itself of all applicable changes or notices. The continued use of a software by the client  after posting of any changes by the Developer will constitute the acceptance of such changes or modifications by the client.

10 .General Terms and Conditions

• The Developer is primarily involved with Opencart Extension development with an ongoing development and improvement of the extensions developed. As such, the Developer retains the right to re-use or release the Software developed, or part thereof, as part of a Work Request, as a new Extension in future to be available to all the Developers customers.
  
• The customization undertaken by the developer will be in accordance to the discussed requirements and does not include any form of additional changes or alterations. Any additional changes or alterations required wilo be details on a variation Order and a seperate Quotation raised.
• The Developer provides support for one (1) month from the delivery of the Software. For any further support required, excluding fixing of any errors due to the Developer, will be charged separately by way of Quotation.
• Extension Installation is not included if it has not been specifically quoted within the Customization Severices cost.
• The Customziation Services will include default Opencart template compatibility and one custom template as specified in the Work request. If at any time during or after the Customization Services you change the template, you shall be wholly and solely liable for any loss or damage emanating from said change. If you change template during the Customization Service period and require the Software to work with the changed template, then a Variation Order may be required. The requirement for a Variation Order is at the sole discretion of the Developer.
  
• The developer does partake screen sharing and remote desktop sessions.
• Customization Severices will not include any free consulting beyond the scope of the Work Request.
• The Developer will not be responsible for any damages during the Customization Services.  Although the Developer keeps backup files and makes every effort to prevent any damage, it is a requirement that the client have a full and proper backup of their website, software and databases.