TERMS AND CONDITIONS
The Following Terms and Conditions (the “Terms”) apply when engaging GetUp Incept Media Limited (hereinafter “Getup Inc”):
In all instances, ‘the Client’, as referred to below, is the party Getup Inc has been engaged by for a brand consulting and creative strategy project (“the Project”). By engaging Getup Inc, you agree to these Terms exclusively. Reference and a link to this page shall be forwarded in PDF file by Getup Inc to Clients. Due to the global nature of the businesses of the clients who engage Getup Inc, these Terms are supplied purposefully only in English. It is understood that when a client, as described on this page, engages Getup Inc for any design and/or creative strategy project that they understand and agree to these Terms in full.
- Ownership
Getup Inc will provide a Finished Product(s) to the Client in the form of source, rendered and asset files (“the Files”) (if all are either required or requested by the Client), upon payment of the full agreed amount contained in the Letter of Engagement to be executed between Getup Inc and the Client, or upon confirmation of a date for payment of the Finished Product(s) by the Client and payment confirmation by Getup Inc on that date. The Files become the exclusive property of the Client upon acceptance of delivery, however these Files may be partially based on a non-exclusive code base created and maintained by Getup Inc and in some instances, existing code (created and maintained by a third party) may be used in the creation and development of the Finished Product(s). Such code and other underlying technologies shall NOT become the property of the Client, only the Finished Product(s) will be the property of the Client. 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 Getup Inc may choose not to disclose the details to the Client. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets. Please consult the Getup Inc Copyright & Disclaimer page for more information on resources supplied by Getup Inc during or after the Contract/ Project duration; the scope and content of that page are hereby incorporated by reference in so far as terms and conditions when engaging Getup Inc.
- Project Management & Communication
Getup Inc will require 1 (one) Client representative during the Contract/Project duration for the clarification of requirements for design, key features, usability and maintenance issues in respect of the Project (the “Representative”). Getup Inc requires the Representative to be available to provide further information or clarification arising from the Project where necessary within 24 (twenty-four) hours on workdays (subject to reasonable exceptions), and to have authority to make design and other related decisions with respect to the Project. If the foregoing is not possible, any timeframe provided by Getup Inc may be subject to change due to this limitation of communication(s).
Getup Inc may manage this Contract/Project duration using project tracking software, including wikis, issue tracking, sub-version integration, announcements and timelines. The Representative and relevant collaborators of the Client shall 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 between Getup Inc and the Client. Any approval marked within the system by the Representative shall be considered official written approval.
- Rates
Getup Inc 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 shall start from $100 (or the applicable Naira equivalent at prevailing market rates). For non-technical work, the rates shall start from $80 (or the applicable Naira equivalent at prevailing market rates). A client of Getup Inc may request a breakdown of these costs per project or estimate in advance where an agreement for the foregoing structure is to be adopted project to be structured this way. Any pricing listed within this page or on official documents supplied by Getup Inc shall not be inclusive of Value Added Tax (VAT) or any other relevant statutory taxes.
- Response Time
Getup Inc 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, Getup Inc is not set up to support on-call services currently. Within the duration of this Contract/Project duration, Getup Inc shall make every effort to reply to inquiries from the Client within 48 (forty-eight) hours except where The Client has been previously notified of a period of limited availability. Getup Inc will respond in good faith but cannot guarantee any specific action within a given time frame.
- Hosting
Generally, Getup Inc does not 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, Getup Inc may offer recommendations, however, Getup Inc is not responsible for down time, poor performance, or loss of data caused by a recommended Hosting Provider. If hosting is provided through Getup Inc, it is with a third-party Hosting Provider and Getup Inc shall not be responsible for down time, poor performance, or loss of data caused by the third-party Hosting Provider. Additionally, Getup Inc 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 the operating system, compile systems, code libraries and languages, or any changes resulting from security violations.
In the event that the Client requests hosting services through Getup Inc, Getup Inc may choose to not provide certain access credentials to the Client to security sensitive areas of the Hosting service (including but not limited to 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 Getup Inc.
Hosting through Getup Inc’s preferred hosting partner shall be arranged by Getup Inc; fees for Clients’ hosting shall be a separate charge subject to VAT and any applicable statutory taxes and shall be billed annually. URL registration is not included in this cost, but is billed on the same calendar schedule as domain hosting if ordered through Getup Inc.
- Third Parties
In the event that any aspect of this Contract/Project Duration is dependent 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 third party or the Client’s in-house team’s ability to meet the required timelines and/or level of quality. Getup Inc shall not be responsible for any delay or defect caused by a third party or the Client’s in house team(s).
- Backups
Getup Inc 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 the Contract/Project. While the Getup Inc 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.
- Security
Although Getup Inc makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Getup Inc can in no way guarantee that the Finished Product(s) will not be subject to security breaches. Getup Inc 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 by the Client. The Client is solely responsible for tracking software updates, unless a Service Agreement is in place, in writing, with Getup Inc. Any updates during the term 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.
- 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 Getup Inc relating to these Terms and the services performed shall be limited to the amount of fees actually received by Getup Inc from the Client under these Terms regarding the services in question. In no event shall Getup Inc 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 advised that any such damages may occur.
- Warranty
Getup Inc will provide patches and bug fixes for any bugs or issues included in the scope of this Contract/Project reported within the grace period of no more than 30 (thirty) consecutive calendar days following the date of Project completion, which shall be the date the Client signs off on the deliverables as set out in the Letter of Engagement between GetUp Inc and the Client. All bug fixes outside of the Project scope or after the grace period are the responsibility of the Client.
Hourly projects shall NOT be subject to warranty. Design and the placement, editing and arrangement of editorial content shall NOT be subject to warranty. Where the Client requires further support, a support services contract may be negotiated between GetUp Inc and the Client.
- Credit
Getup Inc reserves the right to use the Client within its roster of clients. A link to the Client’s website/application website may be placed on the Getup Inc website as part of its business portfolio.
- Payment Schedule
Unless there is a previous written agreement in place between the Client and Getup Inc, a commencement fee calculated as a percentage of the total Contract/Project cost is required at the start of a Contract/Project duration; once the payment of the foregoing is received by Getup Inc and confirmed in writing, the Project shall be scheduled by Getup Inc. 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) shall be supplied to the Client, the remaining percentage of which shall be invoiced and become payable to Getup Inc.
If, after the commencement of the Contract/Project, subsequent invoices are not paid within 30 (thirty) days, a 5% (five percent) “delayed payment” fee shall be charged, unless a written agreement is in place between Getup Inc and the Client stating otherwise. This initial 5% delayed payment fee shall be added upon each recurring 30-day period until the full outstanding amount has been received by Getup Inc.
If the Project is cancelled during the Contract/ Project duration, payments made before that date shall not be refunded. Work completed prior to the cancellation date not covered by the payment schedule shall be invoiced accordingly; this shall be calculated at an hourly rate of $100 (or the applicable Naira equivalent at prevailing market rates)and is payable to formally close GetUp Inc’s engagement. Any resources developed until point of cancellation shall be supplied upon the payment and acknowledgement by GetUp Inc of the final invoice.
- Review, Expiration Or Cancellation
These terms are valid for the period stated in the relevant Contract or Letter of Engagement between Getup Inc and the Client. Upon expiration, both Parties may review and amend same. . All payments shall be due and all work shall be submitted upon the termination of Contract or Letter of Engagement.
If after the Contract/Project commencement, client communication (face-to-face, telephone, or email) stops for a period of 90 (ninety) consecutive calendar days, the Contract/Project may be cancelled by Getup Inc, and ownership of all copyrights or intellectual property shall be retained by Getup Inc. The Client shall be deemed to have terminated the Contract or Letter of Engagement and a cancellation fee for work completed shall be payable by the Client, with the fee based on the stage of Project completion. The fee shall not exceed 100% (one hundred percent) of the total Project cost.