1Definitions

1.1The meanings of the following words and phrases which are widely used in these Development Terms and Conditions shall be as set out below:

“Agreement” means these Development Terms and Conditions together with any documents or other terms applicable to the Development Services (“Additional Terms”);

“1DayLater” or “we” “us” or “our” means 1DayLater Limited (incorporated in England and Wales as a limited liability company under the Companies Act 1985 with registered number 07001921);

“Customer” and “you” (and derivatives) means the person or company using the Development Services of 1DayLater, in respect of any customer that shall be a company, it shall be deemed to include any new holding company of the company;

“Work” means any and all work undertaken by 1DayLater including but not limited to: source code, compiled code, algorithms, documentation and specification documents.

2PRICING and PAYMENT:

2.1Unless otherwise specified, all work is billed hourly at a rate of £60 per hour. All payments are due within 30 days of the invoice date, unless otherwise noted.

3CREATIVE/INTELLECTUAL PROPERTY:

3.1Unless otherwise specified in writing and in accordance with UK Copyright, Designs and Patents Act 1988, 1DayLater retains ownership of the work

3.2Unless otherwise specified in writing, the client agrees NOT to copy, reverse-engineer, make changes to or create derivitives of the work in any way or form

3.3The work: can be considered closed source and can only be used in the manner agreed between 1DayLater and the client, if this is not specified up-front then the work shall only be used in a testing environment exclusive to 1DayLater and the client

4ADDITIONAL USAGE:

4.1If the client wishes to make additional uses of the work, client shall seek permission from 1DayLater to begin negotiations.

5LIMITATION OF LIABILITY:

5.11DayLater cannot be held liable for any consequential or special damages, such as profit losses arising from the use or implementation of the work.

6LEGAL FEES:

6.1The client shall bear all costs, expenses, and reasonable attorney’s fees in any action brought to recover payment under this contract or in which 1DayLater may become a party by reason of this contract.

7COPYRIGHT RESPONSIBILITY:

7.1It is the sole responsibility of the client to ensure that any intellectual property (artwork, code, etc.) that they provide is owned by them in accordance with copyright laws. 1DayLater cannot be held responsible for any copyright violations or resulting fees due to assets provided by the client.

8AUTHORIZATION:

8.1Written approval or a signature on this document from you, the client, or payment of an invoice issued, indicates that you are a legally authorized representative of your company and are committing to pay for all fees incurred in the production of the work and that you agree to the Terms and Conditions as laid out here.