scannedMedia Terms of Service

1 - Mobile App Agreement Terms
2 - Agreement Specifications
3 - Delivery of Goods
4 – Cancellation of Contract
5 – Termination Payment
6 – Length of Contract
7 – Prices
8 – Charges & Payments
9 – Force Majeure
10 – Claims
11 – Warranty and Representation
12 – Exclusion of Liability
13 – Risk
14 – Intellectual Property Rights, Copyright and Content Ownership of Client Materials
15 – Title and Intellectual Property Rights of Software
16 – Indemnity and Insurance by the Client
18 – Rectification
19 – Jurisdiction

1 - Mobile App Agreement Terms
1.1. For the purposes of this agreement, the Name of the Business/Organization overleaf is referred to as the ‘Client’ and scannedMedia, is referred to as the ‘Company’
1.2. These terms govern all invitations to treat, offers, quotations, orders, acknowledgements of orders and contracts between the Client and the Company in relation to Mobile App and/or mobile website Design & Development, dependent on Schedule A on the front page.
1.3. “goods” meaning all or any part of the mobile App and/or mobile website (depending upon the stipulation on the front page) supplied by the Company to the Client. The content within the App that is taken from the Client’s website, including but not limited to images, remain the property of the Client. All other design, content and intellectual property rights, including, but not limited to the App code, remain that of the Company or its industry partners during the lease of the Mobile App to the Client.

2 - Agreement Specifications
2.1. the ‘Company’ is in the business of development, and supply of products and services relating to the building of mobile websites and that of specialized Applications, otherwise known as ‘mobile Apps for smart devices’ that operate using Android, IOS and other operating systems.
2.2. the Client desires to have access to and the use of certain assets, which the Company is, or its third party vendors are the owner, creator and developer.
2.3. the Client also desires to engage Company to perform certain technology services, pertaining to mobile App creation and building, which may also extend to mobile websites dependent upon the content overleaf.
2.4. in this Agreement, the Company is transferred the right to use the Client website or other necessary resources that may be considered proprietary, as its own, during the creation and building process.
2.5. the Client is desirous of engaging the Company and the Company is willing to accept such arrangement, to provide services hereunder described to the Client in connection with the creation of the Client Mobile App and/or Mobile Website, dependent on the content overleaf.
2.6. in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree that the Client hereby engages the Company to provide the following services:
2.6.1 mobile App and/or website Design and Development. The Company shall perform such specific consulting projects and research projects for the design, development and maintenance of a Client specific mobile App and/or mobile website as detailed in Schedule A on the front page. It is understood between all parties that once the Company performs said design and development services for the Client, and once Client has remunerated the Company for said services, the Company will transfer to Client the rights to App usage through a Client Management System (CMS) only for the term of this contract. All rights to App usage are thereby transferred to the Client for the duration of the contract, wholly, with the exception of material used that is considered a part of public domain, pre-existing works, or materials licensed by or from third-parties. All rights of App usage are transferred back to the Company or its third party vendors at the end of the contract, at the time of any missed payments as detailed in the contract overleaf or at the breaking of any other clause within this agreement by the Client.
2.6.2. The Company shall provide and perform such other services, as shall be requested by the Client and agreed upon between the Client and the Company, from time to time, at such price and on such terms as agreed. Nothing in the Agreement shall prevent either party from performing, obtaining or hiring such development, or creation services at any time in the future.
2.6.3. The Company shall provide full training to the Client, either digitally, in-house or at Client premises pertaining to the use and management of the goods.

3 - Delivery of Goods
3.1. Following the date specified on the front page of the contract (“date of instruction”) and the payment of the required compensation as specified on the front page, the Company will commence design and development of the mobile App and/or mobile website in accordance with the specifications agreed with the Client in that contract and shall thereafter deliver the same.

4 – Cancellation of Contract
4.1. The Client may terminate the contract at any time by giving the Company not less than thirty days written notice in accordance with clause 6.2, and paying the sum in accordance with clause 5.
4.2. Upon cancellation of the contract all rights are transferred back to the Company with immediate effect.
4.3. the Company may terminate the contract according to clause 16 and/or if the Client (4.3.1) fails to make payments for goods in accordance with the contract,
(4.3.2) ceases, or threatens to cease, to carry on business
(4.3.3) commits any other breach of contract,
(4.3.4) offers to make arrangements with its creditors or commits an act of bankruptcy,
(4.3.5) is unable to pay its debts as they fall due or
(4.3.6) suffers any analogous proceedings under foreign law.

5 – Termination Payment
If the Client gives notice of termination of contract as described in clause 4, the Client shall immediately pay to the Company an amount equal to any arrears or other payments outstanding under the contract at the date of termination together with agreed compensation for the loss of future earnings, which shall be the total sum which, for such termination, would have been payable during the remainder of the fixed period of that contract, less a discount of 3% per annum calculated from the date of termination.

6 – Length of Contract
6.1. The term of a contract shall commence on the date of instruction and shall continue until the contract is terminated by the Client.
6.2. Unless that contract is terminated by the Client, giving the Company not less than 30 days written notice of such intended termination, expiring at the end of such initial minimum term, that contract shall continue after the expiration of the initial minimum term for an additional period of time equivalent to the initial minimum term (extended term), and unless that contract is terminated by the Client or Company in accordance with the minimum written notice period, of such intended termination expiring at the end of that extended term that contract shall continue after the expiration of the extended term for an additional period of time equivalent to the length of the extended term, and so on and so forth.

7 – Prices
7.1 – All prices quoted are exclusive of any taxes
7.2 – The Company reserves the right to vary the price by any reasonable amount attributable to any changes in the cost to the Company of purchasing or producing the goods, or any materials, or content incorporated in them, or procuring necessary services, or to fluctuations in currency exchange rates between the date of the contract and the date of the delivery of the goods specified in that contract. The Client has the right to terminate that contract within seven days of any such increase.

8 – Charges & Payments
8.1. For Services described on the front page, the Client agrees to remunerate the Company the agreed amount, according to the terms of compensation as described on the front page.
8.2. The initial setup fee is required in full payment by this agreement, payment for which is due upon executing this contract.
8.3. For non-full payment agreements, 50% of the initial setup fee becomes payable immediately upon execution of this contract. The remaining 50% becomes payable upon full completion and approval of the mobile App, prior to submission to the App stores.
8.4. The monthly payment becomes payable on the 1st, 15th or 28th of the month, or whichever is soonest preceding the date the mobile App when we upload or publish to Apple and Google Play servers.
8.5. Company, in return for a monthly fee stipulated on the front page agrees to provide Client with a secure cloud based CMS login system which allows the Client to maintain and update their mobile App, with full access to the mobile App features detailed in Schedule A. Maintenance, updates, hosting or other App related services will also be provided by the Service Provider and their 3rd party partners.
8.6. The monthly fee is to be collected by Direct Debit on the agreed dates as stipulated in clause 8.4. The Company is entitled to charge the Client $30.00 for every returned Direct Debit. If the monthly payments fall 2 months in arrears, the Company reserves the right to disable the mobile App and/or website provided to the Client. If the monthly payments fall 3 months into arrears, the Company reserves the right to keep the mobile App disabled and replace it with a message of non-payment to the front end user.
8.7. Should the Client be offered deferred payment, this does not signify that the deferred period is free of charge.
8.8. All payments to be made under this agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If a party to this agreement is compelled to make any such deduction, it will pay to the receiving party such additional amounts as are necessary to ensure receipt by the receiving party of the full amount which that party would have received but for the deduction.

9 – Force Majeure
The Company shall not be made liable for complete or partial non-performance of its obligations under the contract due to causes beyond the reasonable control of the Company or of the Company’s suppliers, or due to labour disputes, or unavailability of stocks or necessary personnel.

10 – Claims
10.1. The company shall not be liable for any claim in respect of goods supplied alleged to be defective unless made in writing to the Company within ten days of delivery. Delivery is effective from the day the mobile App is live on the App stores. For mobile websites, delivery is deemed as the date the website becomes live on the World Wide Web, or the delivery of the website files to the client.
10.2. The Client shall be deemed to have accepted the goods ten days after delivery to the Client and no goods delivered to the Client which are in accordance with the relative contract will be accepted for return without the prior approval of the Company in writing on terms to be determined at the absolute discretion of the Company.
10.3. If the Client finds a defect in the goods, the Client shall not use those goods; shall not attempt to remedy any defect found in the goods; shall return any allegedly defective goods for inspection by the Company.
10.4. Should the Company agree that any goods are defective then the Company has the option at the sole discretion of the Company; to repair or replace the goods or to refund a reasonable proportion of the payment made under the relative contract.

11 – Warranty and Representation
11.1. Subject to clause 12 the goods supplied by the Company to the Client shall be subject only to the statutory prescribed conditions of quality.
11.2. The Client confirms that it relies only in the Company’s written warranties and representations and not verbal ones. The Client warrants that he has disclosed to the Company all matters which may affect the fitness for the purpose of their goods supplied.

12 – Exclusion of Liability
12.1. The warranty contained in clause 11.1 does not extend to any goods not manufactured or produced by the Company and such goods shall carry only the warranty (if any) of their maker (if transferable).
12.2. The Company’s aggregate liability in tort and/or for breach of contract and/or for misrepresentation and/or for breach of statutory duty in connection with the goods shall not exceed the sum paid (and to be kept by) the Company for the goods in relation to which such liability may have arisen. The company shall have no liability in any case for loss or profit or other indirect or consequential loss. To the extent that the law may prevent such limitation of liability to a third party, the Client will indemnify the Company against any claim in excess of this limit.
12.3. The parties have freely negotiated the contract including the payments due under the contract in knowledge that the liability of the Company is to be limited. A higher price would have been payable for such limitation.

13 – Risk
13.1. Risk in goods shall pass to the Client on delivery
13.2. The Client shall indemnify the Company against all loss or damage to the goods or depreciation in their value and shall keep them fully insured.

14 – Intellectual Property Rights, Copyright and Content Ownership of Client Materials
14.1. Client Materials being all written content and images provided by the Client to the Company or uploaded to the mobile App and/or mobile website via the CMS.
14.2. No claim of copyright or intellectual property rights is made by the Company over any and all material you provide for the production and development of the goods.
14.3. Clause 14.2 also extends to any and all content added to the mobile App and/or website by the Client, through the use of the Content Management System (CMS) provided by the Company.
14.4. The Client agrees to allow others to view and share the material (including all content) provided by the Client to the Company or uploaded by the Client via the CMS.
14.5. The Company retains the right (but not the obligation) at their sole discretion to refuse or remove any material, including content provided or uploaded by the Client to the mobile App and/or mobile website.
14.6. The Client warrants and represents that any Client Materials provided to the Company or uploaded via the CMS by the Client, is either owned by the Client or they are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute this Client Material.
14.7. The Client shall be solely responsible for any violations of any laws and for any infringements of intellectual property rights caused by any Client Material. The burden of proof for any Client Materials not violating any laws or intellectual property rights rests solely with the Client.

15 – Title and Intellectual Property Rights of Software
15.1. Save where the goods supplied to the Client by the Company consist of a mobile App, which is or will become live on the Apple and Google Play stores and/or a mobile website, dependent on the instruction on the front page, the title to the goods remains with either the Company or its third party vendors at all times. The Client has an unequivocal license to the sole use of the goods provided it is subject to the making of all contractual payments. This license shall terminate upon the termination of the relative contract (by whatever means) and immediately following such termination the Client shall cease to use the goods.
15.2. All intellectual property rights in the goods or in any document, invention or information made or complied in connection with the goods (except Client Materials) shall be vested in either the Company or its third party vendors. The Client shall have License to use (but not copy) the goods as necessary.
15.3. The license is granted on the following conditions:
15.3.1. The license shall not be assigned or transferred to a third party.
15.3.2. The license period shall be equivalent to the term of and any renewal fee shall be determined by the relative contract.
15.3.3. The Client shall use the goods only insofar as all sums due and payable under the relative contract have been made.
15.3.4. The goods shall not be used for any purpose other than their intended use.
15.4. The Client may not duplicate, copy, or reuse any portion of the HTML/CSS, source code or visual design elements without express written permission from the Company.
15.5. Any software or HTML/CSS coding, source code, made available by the Company forms part of the goods provided under License. If the Client downloads or otherwise uses the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS, source code, visual design elements, and accompanying data (collectively, Software) are deemed to be licensed to Client by the Company or its third party vendors.
15.6. The Company and/or its third party vendors does not transfer the title or the intellectual property rights to the Software or the coding of the goods, and either the Company and/or its third party vendors retains full and complete title to the software and coding as well as all intellectual property rights therein.
15.7. The Client may not sell, redistribute, or reproduce the software, nor may the Client decompile, reverse-engineer, disassemble, or otherwise convert the software to a human-perceivable form.

16 – Indemnity and Insurance by the Client
The Client shall fully insure against and shall indemnify the Company against all expenses and liabilities connected with:
16.1. any defect with goods unless such liability is caused solely by the Company’s negligent act or omission in the design and development of the goods (in which case clause 12 applies).
16.2. any infringement of any intellectual property rights of any third party caused by the design and development of the goods, supply, use or sale of the goods or the use of any trademark;
16.3. any negligent or willful act or omission of the Client in connection with the use or supply of the goods; or
16.4. any liability or loss arising from or connected with any specification supplied by the Client for the design and development of the goods by the Company.
17 – Termination by the Company
If: 17.1. the Client:
17.1.1. fails to make payment for goods in accordance with any contract;
17.1.2. ceases, or threatens to cease, to carry on business;
17.1.3. commits any other breach of contract;
17.1.4. offers to make arrangements with its creditors or commits an act of bankruptcy;
17.1.5. is unable to pay its debts as they fall due; or
17.1.6. suffers any analogous proceedings under foreign law; or
17.2. if any
17.2.1. distress or execution shall be levied upon the Client’s goods;
17.2.2. petition for bankruptcy is presented against the Client;
17.2.3. resolution or petition to wind up the Client being a limited Company (other than for the purpose of amalgamation or reconstruction without insolvency) is passed or presented; or
17.2.4. a receiver, administrator, administrator receiver or manager is appointed over the whole or any part of the Client’s business or assets; then the Company may (without prejudice to its other rights) forthwith terminate the relative contract or any part of it (in which case the Client shall forthwith terminate the relative contract or any part of it (in which case the Client shall forthwith pay to the Company compensation for the loss of future earnings, which shall be the total which, but f or such termination, would have been payable during the remainder of the fixed period of the relative contract), and/or withhold delivery of the goods, and/or disable the goods.

18 – Rectification
If any of these terms or any part of these terms in unenforceable or void by law, it shall not affect the remainder of such term or otherwise affect the relative contract and shall be replaced by such valid terms as is near as may give effect to the original term.

19 – Jurisdiction
This agreement shall be governed, construed, and enforced in accordance with the Laws of the State of Washington, without regard to its conflict of laws rules.