STANDARD TERMS AND CONDITIONS

These are the standard terms and conditions for any NUNKKI supplied product or service (collectively: Mobile-Apps, business software, hardware solutions, IoT, Custom UI/UX Design, Website development, consulting and support services), and applies to all agreements and all work undertaken by NUNKKI for its Clients.

OUR FEES AND DEPOSITS

To initiate the project, an upfront deposit (25-50%) of the total fee is to be paid upon the agreement of the proposal. The remaining fee shall become due when the project is complete in full and meets the Clients expectations. The scope of work, requirements, specifications and the project deliverables, including the “approved work” and “rejected work” clauses, are listed in the NUNKKI Project Agreement. NUNKKI reserves the right not to commence any project work, until the upfront deposit has been paid in full. An upfront deposit is only refundable to the Client, if NUNKKI does not deliver the project list of deliverables listed in the NUNKKI Project Agreement. The deposit is not refundable if the project implementation work or development work has started. The deposit is not refundable if the Client terminates the project at no fault of NUNKKI.

SUPPLY OF REQUIREMENTS AND SPECIFICATIONS

The Client must supply all requirements and specifications to NUNKKI in a timely manner to complete the project work in accordance with NUNKKI’s Project Agreement timelines. Such requirements and specifications may include, but is not limited to, design, hardware and digital requirements and specifications.

A Clients delays in supplying requirements and specifications, after the project implementation has commenced will delay the project completion date. NUNKKI reserves the right to renegotiate or extend previously agreed timelines, or completion dates by a reasonable amount of time.

If the Client does not supply requirements and specifications within the NUNKKI Project Agreement timelines, NUNKKI reserves the right to invoice the Client for any part or parts of the project deliverables that have already been completed.

CHANGE ORDER(S)

The Client throughout the project initiation and implementation has the right to request project changes. The Client must provide a detailed change order(s), this may be provided in the form of an email, or a certified letter. The Client may be liable for extra charges and fees associated to project change order(s). NUNKKI reserves the right to limit the number of project change order(s). In the event of conflict between the terms of the project agreement and a Change Order(s), the terms of the NUNKKI Project Agreement shall govern.

For Custom UI/UX Design and website development NUNKKI permits flexibility and allows certain change variations to the original requirements, specification and project deliverables. However, any major deviation will be charged as an addition, at the rate of $XX.XX per hour.

PROJECT MANAGER OR SINGLE POINT OF CONTACT (SPOC)

The Client and NUNKKI shall both assign a Project Manager’s or SPOC’s to manage the implementation of the project. The Project Managers or SPOC shall be responsible for: (i) managing the day-to-day activities under the NUNKKI Project Agreement, (ii) serving as liaisons between the parties, (iii) assigning and scheduling the appropriate personnel to perform all of the required services under the NUNKKI Project Agreement, and (iv) authorising and executing any and all Change Order(s).

The Client shall acknowledge and agree that the Client Project Manager or SPOC shall have the proper authority and power to execute, perform and oversee the duties and responsibilities set forth in the NUNKKI Project Agreement. NUNKKI acknowledges and agrees that the Project Manager or SPOC shall have the proper authority and power to execute, perform and oversee the duties and responsibilities outlined in the NUNKKI Project Agreement.

PROJECT DELAYS AND CLIENT RESPONSIBILITIES

Any timelines or estimates that NUNKKI provide are contingent upon the Client’s full co-operation. The Client agrees to perform all tasks assigned to the Client as set forth in the NUNKKI Project Agreement or a Change Order(s) Agreement and is to provide all assistance and cooperation to NUNKKI in order to complete the project in a timely and efficient manner.

NUNKKI shall not be deemed in breach of the agreement in the event of NUNKKI’s failure to meet its responsibilities or timelines caused by the Client's failure to meet (or delay in) its responsibilities and timelines, set forth in the NUNKKI project Agreement or Change Order(s) Agreement.

In the event of any such failure or delay by the Client, NUNKKI reserves the right to renegotiate or extend any previously agreed timelines, or completion dates by a reasonable amount of time. The Client shall continue to make timely payments to NUNKKI as set forth in the NUNKKI Project Agreement and or Change Order(s) Agreement, as if all timelines or schedules had been completed by NUNKKI.

The Client shall be responsible for administrating, at its own expense, any changes or additions to the Client's current systems, software, and hardware that may be required to support the operation of the Project. Unless otherwise contracted with NUNKKI or reflected in a Change Order(s), the Client shall be responsible for initially administrating and then maintaining any databases on the project as well as providing all content for the project.

PROJECT DELIVERABLES: APPROVED WORK

During the status review phases of the project lifecycle the Client’s Project Manager or SPOC will be called upon to review the deliverables. The Client’s Project Manager or SPOC must notify NUNKKI in writing or via email of any unsatisfactory deliverables within 7 days of the status review period. Any of the work which has not been reported in writing or via email to NUNKKI as unsatisfactory, within 7 day of the status review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected by the Client’s Project Manager or SPOC. During the final project completion review phase, a final approval by the Client’s Project Manager or SPOC, written or via email, will deem the project as complete and the remaining balance of the project fee will be due.

PROJECT DELIVERABLES: REJECTED WORK

If the Client’s Project Manager or SPOC rejects any of the project deliverables within 7 day of the status review period, thenNUNKKI will be responsible for proactively work to remedy any points deemed unsatisfactory. If the Client’s Project Manager or SPOC rejects any subsequent work performed by NUNKKI to remedy any points recorded as being unsatisfactory, NUNKKI, acting reasonably, reserves the right to cancel the NUNKKI Project Agreement and take measures to recover payment for the completed work.

SUPPORT AND MAINTENANCE

Any support and maintenance services, updates, versions, or new releases shall be contracted under a separate agreement between NUNKKI and the Client. Maintenance and support rights or obligations for any third-party products or equipment that are used in the Project and are available through NUNKKI’s respective vendor(s)/manufacture(s) can be assigned to the project by NUNKKI. NUNKKI shall not use any intellectual property or any third-party products or equipment in the project without the Client's written consent.

E-COMMERCE

The Client is responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify NUNKKI and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from the Client’s use of Internet electronic commerce.

MARKETING

The Client will grant NUNKKI the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of NUNKKI, including a brief scope of services provided. Any use of NUNKKI’s logos or links on Client's product or marketing must be approved in writing or via email by NUNKKI. Either party may elect to issue a press release related to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.

SUBCONTRACTING

Unless stipulated by the Client in the NUNKKI Project Agreement. NUNKKI reserves the right to subcontract any services that NUNKKI agreed to perform for the Client.

NON-DISCLOSURE

NUNKKI (and subcontractors) agree that no Client confidential information will be disclosed to third parties.

CONFIDENTIALITY

The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this NUNKKI Project Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this NUNKKI Project Agreement, the non-disclosing party may be entitled to equitable relief. NUNKKI and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years succeeding the project completion.

USE AND OWNERSHIP OF INTELLECTUAL PROPERTY

The Client must obtain all necessary permissions in respects to the use of all copy, digital imaging, registered company logos, names and trademarks, or any other material which is supplied to NUNKKI as part of the Client project. The Client must insure and will not hold NUNKKI accountable for any claims or legal actions against the Client, related to the use of unauthorized intellectual property used by the Client (collectively used in: Mobile-Apps, business software, hardware solutions, IoT, Custom UI/UX Design, Website development, consultation, support services or other).

WEBSITE LICENSING

Once the Client has paid NUNKKI in full for the project work, NUNKKI will grant the Client the licenses to use the website and its related software and contents for the life of the website/mobile applications.

DATA BACKUPS

NUNKKI is not responsible for content and data residing on the Client’s website. It is the Client’s soul responsibility to maintain appropriate backups for their website contents and data. NUNKKI, in no event shall be held liable for any loss of any content or data. NUNKKI cannot be held liable for restoring any Client content or data. Notwithstanding the foregoing, on some occasions and in certain circumstances, with absolutely no obligation, NUNKKI may be able to restore some or all of the Client’s data that has been deleted, as of a certain date and time. However, NUNKKI cannot guarantee that the Client’s content or data will be available.

OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING

NUNKKI reserves the right to withhold account credentials for domain name registrations and/or web hosting details that where purchased by NUNKKI on behalf of the Client until the total project balance has been payed out to NUNKKI by the Client. This includes the reimbursement of additional expenses incurred by NUNKKI not stipulated in the NUNKKI Project Agreement or Change Order(s) Agreement.

CROSS BROWSER COMPATIBILITY

NUNKKI endeavors to ensure that the web sites created by NUNKKI are compatible with all current modern web browsers including most recent versions of Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate NUNKKI will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.

ACCURACY OF NUNKKI’S WEBSITE INFORMATION

Occasionally there may be information on the NUNKKI Website with typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. NUNKKI reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Service is inaccurate at any time without prior notice (including after the Client has submitted their order). NUNKKI undertakes no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified updates or refresh dates applied on the Website should be taken to indicate that all information on the Website or on any related Service have been modified or updated. ASSIGNMENT The Client may not assign, resell, sub-license or otherwise transfer or delegate any of the Client’s rights or obligations hereunder, in whole or in part, without NUNKKI’s prior written or email consent, which consent shall be at NUNKKI’s own sole discretion and without obligation; any such assignment or transfer shall be null and void. NUNKKI is free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all its assets or stock or as part of a merger. CHANGES AND AMENDMENTS TO NUNKKI’S WEBSITE NUNKKI reserve the right to modify NUNKKI’s Terms and Conditions or its policies relating to the Website or Products or Services at any time, effective upon posting of an updated version of this Agreement on the NUNKKI Website. When changes are made NUNKKI will revise the updated date at the bottom of this page. Continued use of the NUNKKI Website after any such changes shall constitute the Clients consent to such changes. ADDITIONAL EXPENSES The Client will reimburse NUNKKI for any additional expenses which are not stipulated in the NUNKKI Project Agreement or Change Order(s) Agreements, including but not limited to the purchase of templates, third party software, hardware, tools, stock photographs, fonts, domain name registration, web hosting or comparable expenses.

PAYMENT

Upon the project completion the balance payment is immediately due and liable to be paid by Client in full.

LIMITATIONS OF LIABILITY

Under no circumstances shall NUNKKI, its contracted providers, officers, agents, or anyone else involved in creating, producing, or distributing of the Client's project products be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the project Product; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Client's records, programs or services. The Client acknowledges that this paragraph shall apply to all NUNKKI project products, software, programs and services. THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) TO THE OTHER SHALL NOT EXCEED THE DEVELOPMENT PRICE (AS DEFINED IN THE NUNKKI PROJECT AGREEMENT). THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL IN THEIR ESSENTIAL PURPOSE.

DISCLAIMER

IN NO EVENT, UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING, SHALL NUNKKI, OR ANY PERSON BE LIABLE FOR ANY LOSS, EXPENSE OR DAMAGE, OF ANY TYPE OR NATURE ARISING OUT OF THE USE OF, OR INABILITY TO USE NUNKKI PRODUCT, SOFTWARE OR PROGRAM, OR INCLUDING, BUT NOT LIMITED TO, CLAIMS, SUITS OR CAUSES OF ACTION INVOLVING ALLEGED INFRINGEMENT OF COPYRIGHTS, PATENTS, TRADEMARKS, TRADE SECRETS, OR UNFAIR COMPETITION.

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If you have any questions about our Terms and Conditions please contact us. This document was last updated on September 3, 2020