1. Payment
All payments are due within 15 days of billing. Should a payment be late, Orangutan Solutions Sdn. Bhd. reserves the right to freeze all work until accounts are settled. This includes websites that are already Live.
2. Monthly Retainer Terms
Payment to be made upfront prior to the start of a monthly retainer.
3. Ownership and Intellectual Property
Orangutan Solutions Sdn. Bhd. will provide a Finished Product(s) to the Client in the form of source, rendered and asset files. These files become the exclusive property of the Client upon acceptance of delivery and final payment, however these files are partially based on a non-exclusive code base created and maintained by Orangutan Solutions Sdn. Bhd. and in some cases existing code was used to help create the deliverables. Such code and other underlying technologies do NOT become the property of the Client, only the Finished Product(s). In addition, the Finished Product(s) may depend on code, objects (COMs), and other third party utilities that are the property of their respective owners. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets.
Till final payment is made, the intellectual property of the Product(s) remain with Orangutan Solutions Sdn. Bhd.
4. Point of Contact & Training
Orangutan Solutions Sdn. Bhd. will require one point of contact during the Contract for clarifying requirements for design, key features, usability and maintenance issues. Orangutan Solutions Sdn. Bhd. requires this person be available to answer questions arising from the project within 24 hrs on workdays (subject to reasonable exceptions), and to have authority to make design and related decisions on the system. Changing of this person or the non-availability of such a person can result in delays to the project timeline and deliverables, which Orangutan Solutions Sdn. Bhd. won’t be held accountable for.
5. Project Management & Communication
Orangutan Solutions Sdn. Bhd. will manage this Contract using a proprietary project tracking software including wikis, issue tracking, Subversion integration, announcements and timelines. The Client’s Point of Contact, stakeholders, and collaborators will all have appropriate access to the project and all associated assets. This system will serve as a primary mode of communication, documentation, and reporting. Any approval marked within the system by the Point of Contact will be considered official written approval.
6. Independent Contractors
Orangutan Solutions Sdn. Bhd. retains the rights to subcontract any portion of the Contract.
7. Third Party Contractors
If the Client brings on a third party business to take over the development project without written consent from Orangutan Solutions Sdn. Bhd. the project is considered completed and payment of the current milestone will be required from the Client. This third party contractor can include amongst others, web designers, programmers, graphic designers, social media marketers and online marketers.
8. Dependencies
In the event that any aspect of this Contract is dependant on a separate third party or the Client’s in house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required timelines and/or level of quality. Orangutan Solutions Sdn. Bhd. is not responsible for any delay or defect caused by separate third party or the Client’s in house teams.
9. Content
The Client is responsible for providing, at the start of the project, all content required for the project, including images, videos and write-ups, unless a copywriter is being provided by Orangutan Solutions Sdn. Bhd. Failure to do so can lead to severe delays in the project timeline, which Orangutan Solutions Sdn. Bhd. will not be held responsible for.
All provided content must be in a format that is ready to use, for example images provided as jpgs or png files need only resizing and then can be implemented. Orangutan Solutions Sdn. Bhd. will not source content from PDFs and other online sources unless agreed upon beforehand.
Client to pay for all stock photos, animations and videos unless already costed into the quotation.
10. Backups
Orangutan Solutions Sdn. Bhd. maintains internal backups of active project code and design files. This backup system is not intended as a solution for The Client, rather as a code archive through the duration of this Contract. While the Orangutan Solutions Sdn. Bhd. backup system is fully redundant, it is not guaranteed and does not support any content produced by the Client. The Client is solely responsible for the Backup and Restoration of the Finished Product(s) and any associated data.
11. Security
Although Orangutan Solutions Sdn. Bhd. makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Orangutan Solutions Sdn. Bhd. can in no way guaranty that the Finished Product(s) will not be subject security breaches. Orangutan Solutions Sdn. Bhd. recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates. Any updates during the life of or after the expiration of the Contract can be negotiated as an addendum to this Contract or as an additional Contract.
12. Limited Liability
The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by the Client of the output of the Software or any reliance thereon; and (c) obtaining the required licenses and respect copyright for any and all third part assets including but not limited to fonts, media, and software. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third party software used with the Finished Product(s), and shall comply with all operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers.
The Client agrees that any liability of Orangutan Solutions Sdn. Bhd. relating to this agreement and the services performed shall be limited to the amount of fees actually received by Orangutan Solutions Sdn. Bhd., from the Client under this agreement regarding the services in question. In no event shall Orangutan Solutions Sdn. Bhd. be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if the Client is told that any such damages may occur.
13. Warranty
Orangutan Solutions Sdn. Bhd. will provide patches and bug fixes for any bugs or issues included in the scope of this contract reported within the grace period of no more than 30 days following the date of project completion as defined by the date the client signs off on the deliverables. All bug fixes outside of the project scope or after the grace period are the responsibility of the Client.
Hourly projects are NOT subject to warranty. Design and the placement, editing and arrangement of editorial content are NOT subject to warranty. Should further support be necessary, a support contract may be negotiated.
14. Credit
Orangutan Solutions Sdn. Bhd. retains the right to use the Client within its roster of clients. A link to the The Client website/application website will be placed on the Orangutan Solutions Sdn. Bhd. web site as part of its business portfolio.
15. Review, Expiration or Cancellation
This Contract is valid for the calendar year of in which it was signed, upon which point it expires. Upon expiration, both parties may review and amend the Contract and decide whether or not to renew. This Contract may be terminated by either party with a full 30 day written notice. All payments will be due and all work will be submitted upon the termination of Contract.
16. Acceptance
This contract is deemed to be accepted by the Client upon signature of the quotation or invoice, or upon paying any invoice or quotation received from Orangutan Solutions Sdn. Bhd.