Bizar Design Studio

WEB APPLICATION DEVELOPMENT AGREEMENT


WEB APPLICATION DEVELOPMENT AGREEMENT

This Web Application Development Agreement ("Agreement") is entered into on 15 October 2024, by and between:

Bizar Design Studio (PTY) Ltd (“Company”), with business registration number 2019/426823 /07, and

(“Client”), with its principal place of business at

RECITALS

WHEREAS, the Client desires to engage the Company for the development of a custom web application named "SmileOmeter" (“App”); and

WHEREAS, the Company agrees to develop the web application based on the specifications provided by the Client under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

The Company agrees to design, develop, and deliver the SmileOmeter App as specified by the Client. The scope of the work includes but is not limited to:

  • Full design and functionality development of the SmileOmeter web application.
  • Customization of app elements, including portraying smile detection functionality for user engagement. The app does not actually detect smiles but generates results portraying smile detection.
  • Testing and deployment of the application.

 

2. PAYMENT TERMS

  1. Total Project Fee: The total development cost for the SmileOmeter App is R25,000
  2. Deposit: The Client agrees to pay 50% of the total project fee upfront. This amounts to R12,500
  3. Final Payment: The remaining 50% balance of R12,500 must be paid by the Client on or before Thursday, October 10, 2024
  4. Non-Refundable Deposit: The upfront payment is non-refundable once development has begun.

 

3. DELIVERY TIMELINE

  1. The Company agrees to complete the development and delivery of the App after the initiation and confirmation of the deposit by Thursday, October 3, 2024, subject to changes agreed upon in writing by both parties.
  2. Any delays caused by the Client in providing feedback, approvals, or information will extend the completion date accordingly.

 

4. OWNERSHIP AND LICENSE

  1. Bizar Design Studio Ownership: The SmileOmeter web application, including its code, designs, and any related materials, shall remain the exclusive property of Bizar Design Studio, even after full payment by the Client.
  2. Usage Rights: Bizar Design Studio retains the right to publish, distribute, modify, and use the app and its code for any purpose, including but not limited to showcasing in portfolios, selling, or repurposing for other clients.
  3. Ownership Purchase Option: The Client may purchase exclusive ownership rights to the SmileOmeter App, including its source code and related materials, through a separate agreement and for an additional fee, subject to the terms agreed upon by both parties.

 

5. INTELLECTUAL PROPERTY

  1. The Client warrants that any materials provided to the Company for use in the App (such as logos, images, and content) do not infringe on the intellectual property rights of any third party.
  2. The Company shall not be liable for any intellectual property claims brought against the Client due to materials provided by the Client.

 

6. CONFIDENTIALITY

  1. Both parties agree to maintain the confidentiality of any proprietary information disclosed during the course of the project. This includes but is not limited to trade secrets, designs, and financial information.
  2. This clause shall remain in effect even after the termination of this Agreement.

 

7. WARRANTY AND MAINTENANCE

  1. The Company warrants that the SmileOmeter App will function as specified at the time of delivery.
  2. Any bugs or errors found within 30 days after delivery will be fixed by the Company at no additional charge.
  3. Maintenance services beyond this 30-day period will be subject to a separate agreement and fee.

 

8. LIMITATION OF LIABILITY

  1. In no event shall the Company be liable for any indirect, incidental, special, or consequential damages arising out of or relating to the App or this Agreement, including but not limited to loss of data or profits.
  2. The Company's total liability to the Client under this Agreement shall not exceed the total amount paid by the Client for the development of the App.

 

9. TERMINATION

  1. Either party may terminate this Agreement by providing 14 days' written notice to the other party. Upon termination:
    • The Client will be responsible for payment of all work completed up to the termination date.
    • The Company will deliver all completed work to the Client, provided full payment has been made.
  2. If the Client fails to pay the final installment by the agreed date, the Company reserves the right to terminate this Agreement and retain ownership of the App.

 

10. DISPUTE RESOLUTION

  1. In the event of any dispute arising under this Agreement, the parties agree to first attempt resolution through good-faith negotiations.
  2. If the parties are unable to resolve the dispute through negotiation, the dispute shall be referred to mediation in accordance with the rules of the Arbitration Foundation of Southern Africa.

 

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the development of the SmileOmeter App and supersedes any prior agreements or understandings.

 

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of South Africa.

 

13. SIGNATURES

By signing below, both parties acknowledge that they have read, understood, and agreed to the terms and conditions set forth in this Agreement.

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Signed by CC Harvey
Signed On: 2 October 2024


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Document name: WEB APPLICATION DEVELOPMENT AGREEMENT
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