Web Design Agreement by EasyLegalDocs
This agreement outlines the terms for website design and development services, specifically focusing on the creation of a 'Trade Room Module'. It covers key project aspects including milestone-based payments, transfer of intellectual property rights to the client, and strict confidentiality requirements for the service provider.
PHASE 1 IT SERVICES AGREEMENT — Website Design & Development — Trade Room Module
This Phase 1 IT Services Agreement (hereinafter referred to as the "Agreement") is made and effective on 24 March 2026 (the "Effective Date"),
BY AND BETWEEN: | African Healthcare Supply Network (Pty) Ltd, with an address of South Africa, hereinafter referred to as the "Client". |
AND: | Incorve Solutions Limited, with an address of Kenya, hereinafter referred to as the "Service Provider", collectively referred to as the "Parties". |
1. DEFINITIONS
In this Agreement, the following terms shall have the meanings ascribed to them below:
"Agreement" means this Phase 1 IT Services Agreement, together with the Quotation (Ref: 243-02, dated 24 March 2026) and any written schedules or addenda agreed between the Parties.
"AHSN" means African Healthcare Supply Network (Pty) Ltd, a company incorporated in South Africa, acting as the Client and the protected party under this Agreement.
"Incorve" means Incorve Solutions Limited, a company incorporated in Kenya, acting as the Service Provider.
"Deliverables" means all outputs, works, and materials produced by Incorve under this Agreement, including the website design and the Trade Room Module.
"Milestone" means each discrete phase or deliverable set out in the Quotation, completion of which is subject to AHSN's written sign-off.
"Confidential Information" means all non-public information disclosed by AHSN to Incorve in connection with this Agreement, including business data, member records, technical specifications, and financial information.
"Intellectual Property" or "IP" means all patents, copyrights, trade marks, designs, database rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, arising anywhere in the world.
"Warranty Period" means ninety (90) days from the date of AHSN's written sign-off on the relevant Milestone.
2. SCOPE OF WORK
Incorve shall design and develop a website including the Trade Room Module for AHSN in accordance with the functional specification agreed in writing between the Parties and the Quotation (Ref: 243-02).
Incorve bears the burden of proof to demonstrate timely and satisfactory delivery of each Milestone. Delivery of any Milestone shall not be deemed complete unless and until AHSN has issued written sign-off confirming satisfactory completion of that Milestone.
Incorve shall provide all resources, expertise, and personnel necessary to fulfil its obligations under this Agreement. Any changes to the Scope of Work must be agreed in writing by both Parties before implementation.
3. TIMELINE
Time is of the essence in respect of all of Incorve's obligations under this Agreement. Incorve shall complete each Milestone by the date agreed in writing between the Parties.
Any delay in delivery caused by Incorve (including delays attributable to Incorve's subcontractors or personnel) shall entitle AHSN to a pro-rata reduction in the applicable Milestone payment, calculated by reference to the number of days of delay as a proportion of the total agreed timeline for that Milestone.
AHSN shall not be liable in respect of any delay caused by Incorve's failure to comply with the agreed timeline.
4. PAYMENT TERMS
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