The following terms and conditions apply when engaging GetUpInc

In all instances, ‘The Client’ as referred below is the party GetUpInc has been engaged by for the project. By engaging GetUpInc, you agree to these terms and conditions exclusively. Reference & a link to this page is supplied in PDF file estimates supplied by GetUpInc. Due to the global nature of clients whom engage GetUpInc, these Terms & Conditions are supplied purposefully only in English. It is understood when a client, as described on this page, engages GetUpInc for any design and/or creative strategy work that they understand and agree to these Terms & Conditions in full.

01. Ownership

GetUpInc will provide a Finished Product(s) to The Client in the form of source, rendered and asset files (if all are either required or requested by The Client), upon payment of the full agreed amount, or upon confirmation of a date for payment of the Finished Product(s) and payment confirmation by GetUpInc on that date. These files become the exclusive property of The Client upon acceptance of delivery, however these files are partially based on a non-exclusive code base created and maintained by GetUpInc and in some cases existing code (created and maintained by a third party) 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, and of which GetUpInc may choose not to disclose the details of with The Client. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets. Please additionally consult the GetUpInc Copyright & Disclaimer page for more information on resources supplied by GetUpInc during or after the Contract / Project Duration; the scope and content of that page is to be considered inclusive of this page by The Client in so far as terms and conditions when engaging GetUpInc.

02. Project management & communication

GetUpInc will require one point of contact during the Contract / Project Duration for clarifying requirements for design, key features, usability and maintenance issues. GetUpInc 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. If this is not possible, any timeframe provided by GetUpInc may be subject to change due to this limitation of communication(s).

GetUpInc may manage this Contract / Project Duration using project tracking software including wikis, issue tracking, sub-version 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 if required or requested by The Client. 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.

03. Rates

GetUpInc typically provides estimates for a project on a total project costing basis, rather than a per hourly rate, unless otherwise requested. For hourly web development and technical work, the rates start from N60,000/$100. For non-technical work, rates start from N40,000/$80. A client of GetUpInc may request a breakdown of these costs per project or estimate if there is an agreement for the project to be structured this way in advance. Any pricing listed within this page or on official documents supplied by GetUpInc does not include VAT.

04. Response time

GetUpInc works exclusively with Independent Contractors. The benefit of a flexible team is rapid scalability and a diverse set of services. Due to the nature of the business model, GetUpInc is not set up to support on-call services. Within the duration of this Contract / Project Duration, GetUpInc will make every effort to reply to inquiries within 48 hours except where The Client has been previously notified of a period of limited availability. GetUpInc will respond in good faith but cannot guarantee any specific action within a given time frame.

05. Hosting

GetUpInc does not generally provide Hosting services beyond temporary internal development environments. The Client is responsible for choosing, paying for, and maintaining any required Hosting solutions and associated services. As a courtesy, GetUpInc may offer suggestions, however, GetUpInc is not responsible for down time, poor performance, or loss of data caused by the suggested Hosting Provider. If hosting is provided through GetUpInc, it is with a third-party Hosting Provider and GetUpInc is not responsible for down time, poor performance, or loss of data caused by the Hosting Provider. Additionally, GetUpInc is not responsible for any bug caused by changes on the Host after the Acceptance of this Contract / Project Duration, including but not limited to updates to operating system, compile systems, code libraries and languages, or any changes resulting from security violations.

In the case that the Client requests hosting services through GetUpInc, GetUpInc may choose to not provide certain access credentials to the Client to security sensitive areas of the Hosting service (e.g. FTP login credentials). If access is provided, any changes, damage or security complications made to the Hosting service by the Client or a third-party will be the responsibility of the Client and costs incurred will be invoiced directly to the Client for immediate payment prior to any service work required by GetUpInc.

Hosting through GetUpInc’s preferred hosting partner is arranged by GetUpInc; fees for clients hosting come at a separate charge and attract VAT and are billed annually. URL registration is not included in this cost, but is billed on the same calendar schedule as domain hosting if ordered through GetUpInc.

06. Third parties

In the event that any aspect of this Contract / Project Duration 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. GetUpInc is not responsible for any delay or defect caused by separate third party or The Client’s in house teams.

07. Backups

GetUpInc 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 / Project Duration. While the GetUpInc 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.

08. Security

Although GetUpInc makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, GetUpInc can in no way guaranty that the Finished Product(s) will not be subject to security breaches. GetUpInc 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, unless a Service Agreement is in place, in writting, with GetUpInc. Any updates during the life of or after the expiration of the Contract / Project Duration can be negotiated as an addendum to this Contract / Project Duration or as an additional Contract / Project Duration.

09. Limitation of 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 party 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 GetUpInc relating to this agreement and the services performed shall be limited to the amount of fees actually received by GetUpInc, from The Client under this agreement regarding the services in question. In no event shall GetUpInc 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.

10. Warranty

GetUpInc will provide patches and bug fixes for any bugs or issues included in the scope of this Contract / Project Duration 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 / Project Duration may be negotiated.

11. Credit

GetUpInc reserves 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 GetUpInc web site as part of its business portfolio.

12. Payment schedule

Unless there is a previous written agreement in place between The Client and GetUpInc, a commencement fee calculated as a percentage of the total Contract / Project cost is required at the beginning of a Contract / Project Duration; once this payment is received by GetUpInc and confirmed in writing, the project will be scheduled by GetUpInc. The commencement fee is non-refundable and non-negotiable. Before any online content is launched or provided, original files and/or artwork of the Finished Product(s) are supplied to the client, the remaining percentage will be invoiced and is payable to GetUpInc.

If, after the project has commenced, subsequent invoices are not paid within 30 days, a 5 percent “delayed payment” fee will be charged, unless a written agreement is in place between GetUpInc and The Client. This initial 5 percent figure will be added upon each recurring 30 day period until the full amount has been received by GetUpInc.

If the project is cancelled during the Contract / Project Duration, payments made before that date will not be refunded. Work completed to cancellation date not covered by the payment schedule paid to that date will be invoiced as part of due process; this will be calculated at an hourly rate of N60,000/$100 and is payable to formally close the project agreement. Any resources developed until point of cancellation will be supplied upon payment of final invoice.

13. Review, Expiration or Cancellation

This Contract / Project Duration is valid for the period stated on the agreement between GetUpInc and The Client. Upon expiration, both parties may review and amend the Contract / Project Duration and decide whether or not to renew. This Contract / Project Duration may be terminated by either party giving 14 days prior written notice. All payments will be due and all work will be submitted upon the termination of Contract / Project Duration.

If after project commencement client communication (face-to-face, telephone, or email) stops for a period of 180 days, the project can be cancelled by GetUpInc, and ownership of all copyrights shall be retained by GetUpInc. The Client shall be deemed to have terminated the Project/Contract and a cancellation fee for work completed shall be paid by the client, with the fee based on the stage of project completion. The fee will not exceed 100 percent of the total project cost.