WE AGREE TO BE CONTRACTED FOR THE DEVELOPMENT OF A THIRD PARTY WEBSITE (THE “WEBSITE”) UNDER THE FOLLOWING TERMS AND CONDITIONS IN ACCORDANCE WITH THE PROPOSAL AGREED IN WRITING BETWEEN THE PARTIES (THE “PROPOSAL”). ONCE THE PROPOSAL DOCUMENT (THE “AGREEMENT”) IS SIGNED AND DEPOSIT PAID, THE WEBSITE SHALL BE DEVELOPED BY US (THE “DEVELOPER”) FOR YOU (THE “CLIENT”).

1. The Project

1.1 In consideration of the Client paying Stango Solutions the relevant Fees (as set out in the Project Proposal), Stango Solutions shall:

(a) develop the Website in accordance with the Client Requirements set out in the Project Proposal on behalf of the Client (the “Project”); and

(b) where agreed between the parties, provide the Services to the Client.

1.2 The Project Specification can be found in Project Proposal document.

1.3 Any amendments or variations to the Project Specification must be made in writing and agreed between the Parties. Where one Party does not agree with the proposed amendment or variation, the Parties shall meet and discuss the proposed changes in good faith. Where any changes to the Project Specification would result in additional expense to Stango Solutions over and above the Fees as outlined in the proposal, Stango Solutions shall be entitled to charge the Client for the additional expenses at its standard rates from time to time.

2. Delivery and Acceptance

2.1 Upon completion of the Project, the Client shall make full payment of the fees to Stango Solutions upon which Stango Solutions shall make live or deploy the completed Website to the Client’s hosting server.

2.2 If the Client requires the completed Website to be loaded onto third Party hosting services provided by the Client, Stango Solutions reserves the right to charge additional fees to the Client for this service. The Client is responsible for ensuring that the intended fileserver or disk space is properly configured.

2.3 Once Stango Solutions has delivered the Website to the Client, the Client shall have a period of 14 working days (the “Acceptance Test Period”) to test the Website to ensure it conforms to the Project Specification (the “Acceptance Test”). Acceptance of the Website may only be withheld by the Client if they can demonstrate that the Website does not conform materially to the Project Specification. Upon completion of the Acceptance Test, the Client shall confirm to Stango Solutions that the Project is complete (the “Project Release”).

2.4 Acceptance of the Website shall be deemed to have taken place upon the occurrence of any of the following events:

(a) the expiry of the Acceptance Test Period and the Client has not raised with Stango Solutions any material differences between the Website and the Project Specification; or

(b) the Client uses any part of the Website other than for test purposes.

2.5 Upon receipt of the Project Release or deemed acceptance, Stango Solutions shall have no further obligations to undertake any work in relation to the Project. The Client may, however, request that Stango Solutions undertake further work relating directly or indirectly to the Project. If it agrees to undertake such work, Stango Solutions reserves the right to charge the Client for any additional work carried out at its commercial rate at that time.

3. Delivery of Content, Materials, and Feedback

3.1 The Client undertakes to deliver to Stango Solutions all content, data, images, and other information and all trademarks, trade names, logos, and other branding of the Client (the “Customer Content”) required for the Project.

3.2 The Client acknowledges that Stango Solutions’ ability to complete the Project is dependent upon the full and timely co-operation of the Client, and the Client undertakes to notify Stango Solutions promptly in writing of any delays in delivering the Client Content or specification input. Where the Client has notified Stango Solutions of any delay, the Client will provide Stango Solutions with a revised timetable for supplying such Client Content or input.

3.3 Stango Solutions will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of the Client Content or input where required by Stango Solutions for the Project.

4. Fees and Payment

4.1 The Client will pay the Project fees set out in the Project Proposals Payment Schedule (the “Fees”) to Stango Solutions.

4.2 Notwithstanding any specific payment milestones set out in the Project Specification, the Fees shall be payable by the Client in the following instalments:

(a) 50% of the Fees estimated in proposal to be paid at least 5 days before commencement of the Project by Stango Solutions;

(b) remainder of the Estimated Fees to be paid on completion (before or on go live); and

(c) any outstanding balance of the development Fees to be paid no later than 10 days after the expiry of the Acceptance Test Period.

4.4 All Fees payable are inclusive of VAT unless the Client provides written evidence of VAT exemption.

4.5 The Client shall make all payments due in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise.

4.6 Without prejudice to any other right or remedy that Stango Solutions may have, if the Client fails to pay the Fees on the due date, Stango Solutions may, at its option:

(a) suspend the Project until payment has been made in full;

(b) disable the Website in whole or in part until payment has been made in full; or

(c) terminate this Agreement immediately upon notice.

4.7 All invoices are sent to the Client via email to the Client’s specified email address. The Client will notify Stango Solutions of any changes to the invoicing address.

4.8 Stango Solutions will return the Deposit to the Client if the project does not go ahead on account of Stango Solutions. If works have already commenced, and the contract is cancelled by the Client, the deposit will be returned minus costs for works completed.

5. Intellectual Property Rights

5.1 The Client grants to Stango Solutions a non-exclusive, revocable, royalty-free license to use and reproduce the Client Content solely for the purpose of performing its obligations under this Agreement.

5.2 Upon full payment, the website design, software, and coding produced by Stango Solutions in respect of the Website (excluding any Client Content) (the “Developer Materials”) will be licensed to the Client under our End-User License Agreement unless otherwise agreed within the signed proposal.

5.3 The Client undertakes not to access, modify, alter all or part of the Developer Materials with a view to creating a separate website or licensing the Website to a third Party or diminish the design and function of the Website without the prior written consent of Stango Solutions.

5.4 Stango Solutions can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and/or renewal will be included as part of the Fees. On payment of the Fees and delivery of the Project Release by the Client, Stango Solutions undertakes to transfer all registration details for the Website, including but not limited to technical and administrative details, to the Client if requested.

6. Warranties

6.1 Each Party warrants that it has full power and authority to enter into and perform this Agreement.

6.2 Stango Solutions warrants that it will perform its obligations under this Agreement with reasonable skill, care, and diligence and that the Client’s use of the Developer Materials will not infringe any third-Party intellectual property rights.

6.3 The Client warrants that it or its licensors is or are the owner/s of any intellectual property rights in the Client Content and that the Client has authority to use the Client Content in relation to the Website and that Stango Solutions’ use of the Client Content in accordance with this Agreement will not infringe any third-Party intellectual property rights.

6.4 The Client confirms that to the best of their knowledge and belief that the Client Content does not contain anything which may reasonably be considered blasphemous, defamatory, or obscene, and does not breach any applicable law or regulation.

6.5 Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law, or otherwise are excluded.

Indemnities and Limitation of Liability

7.1 Nothing in this Agreement shall exclude or restrict the liability of either Party to the other Party for death or personal injury resulting from negligence or for liability for fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law.

7.2 Subject to clause 7.1 and 7.4, neither Party shall be liable, whether in contract, tort (including negligence), statutory duty, or otherwise, under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of operating time or loss of use, loss of opportunity, loss of reputation, loss of, damage to, or corruption of data or any indirect or consequential loss or damage howsoever caused.

7.3 Notwithstanding clause 7.2 above, Stango Solutions shall have no liability for any loss or damage caused to the Client due to:

(a) any network failure and/or inability on the part of the Client to access the Website due to a problem with the Internet and/or any telecommunications network;

(b) any viruses, worms, Trojan horses or other similar devices.

7.4 The Client shall indemnify and keep Stango Solutions fully indemnified against any and all third Party claims of infringement of intellectual property rights affecting the Client Content or the Hosting Services.

7.5 The aggregate liability of Stango Solutions under point 7.4 shall in no event exceed €250,00.

7.6 Notwithstanding clause 7.5 above, the total aggregate liability of Stango Solutions under this Agreement shall in no event exceed €1,000.00.

7.7 The Client acknowledges that it is for the Client to ensure that the Website does not infringe the laws of any jurisdiction within which it is actively promoted.

7.8 From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Stango Solutions and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

8. Termination

8.1 If the Client is not taking services from Stango Solutions, this Agreement will terminate automatically upon delivery of the Project Release to Stango Solutions unless otherwise extended by the Parties in writing. Otherwise, this Agreement shall continue unless or until terminated by either Party in accordance with the terms of this Agreement.

8.2 Notwithstanding clause 8.1 above, either Party may terminate the Agreement immediately in the event that the other Party:

(a) commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach);

(b) fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;

(c) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;

(e) being a company, becomes subject to an administration order or goes into liquidation (other than for the purpose of amalgamation or reconstruction);

(f) has a receiver appointed to administer any of its property or assets;

(g) ceases or threatens to cease to carry on business; or

(h) has failed to meet expectations. In this case, the Client will pay Stango Solutions for all work completed at the hourly rate of Stango Solutions. Stango Solutions will then pass all material developed under the project to the Client.

8.3 On the termination of the Agreement other than under clause 8.1 above, the Client undertakes to return promptly any test examples of the Website and any document, manuals, or other printed materials which have been delivered to the Client by Stango Solutions and to return or destroy any copies thereof (as requested by Stango Solutions).

8.4 Any termination of the Agreement shall be without prejudice to any rights accrued in favour of either Party and will not affect those provisions of the Agreement which are by their construction intended to survive such termination.

9. Confidentiality

9.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of 2 years after completion of the Project, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing, or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order, or any governmental or regulatory authority.

9.2 The provisions of clause 9.1 shall not apply to confidential information received by a Party which: (i) that Party can prove was known before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of that Party; or (iii) was received from a third Party without obligations of confidence owned directly or indirectly to that Party.

9.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.

10. Publicity

10.1 Upon acceptance of the Website by the Client, the Client shall procure and maintain a hyperlink from the Website homepage to Stango Solutions’ homepage in the form, “developed by Stango Solutions” or similar.

10.2 Stango Solutions shall be permitted to refer to their working relationship and/or discuss the Project in any press or publicity, without obtaining the approval of the Client to the content of the disclosure unless otherwise agreed in The Proposal.

11. Notice

11.1 Any notice given by either Party must be in writing and must be delivered personally or sent by prepaid first class post or facsimile transmission to the address or fax number provided by that Party.

11.2 Notices shall be treated as received, if delivered by hand, when delivered, if sent by first class post, 48 hours after posting and if sent by fax, when sent.

11.3 All other commercial communications relating to the Project between the Parties (other than stipulated notices under this Agreement) may be sent by email and will be deemed to have been received when sent.

12. Assignment

12.1 Neither Party may assign or otherwise transfer this Agreement or any rights, duties, and obligations hereunder without the prior consent in writing of the other Party.

13. Force Majeure

13.1 Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder, or industrial dispute. If such delay or failure continues for a period of at least 90 days, the Party not subject to the force majeure shall be entitled to terminate the Agreement by notice in writing to the other.

14. Joint Venture or Partnership

14.1 Nothing in the Agreement shall be construed as creating a partnership, joint venture, or an agency relationship between the Parties and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party.

15. Non-Solicitation

15.1 The Client undertakes not to solicit any Stango Solutions staff (temporary, part-time, or full-time) for the purposes of employment directly or indirectly with the Client’s business or any associated businesses. The Client agrees that should such solicitation be made or should an employee or contractor to Stango Solutions take up employment with the Client or any of its associated businesses, the Client will compensate Stango Solutions in the amount of one full year’s salary and bonuses or fees offered to that employee or €80,000, whichever is greater.

16. General

16.1 Failure or delay by either Party to enforce any right or remedy under the Agreement shall not be taken as or deemed to be a waiver of that right or remedy unless the waiving Party acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.

16.2 If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect the legality, validity, or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.

16.3 No addition to or modification of any clause in the Agreement shall be binding on the Parties unless made by in writing and signed by both Parties.

16.4 This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter of this agreement and supersedes and extinguishes any prior agreements, undertakings, promises, or conditions between the Parties relating to the subject matter. Each Party acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty, or undertaking of any nature whatsoever other than as are expressly set out in this Agreement and, save as expressly provided in this Agreement, all conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

16.5 Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.

16.6 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Italy.

16.7 The Parties irrevocably agree that the Tribunal of Rome shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).