Software Development Agreement

This Software Development Agreement (the “Agreement” or “Software Development Agreement”) states the terms and conditions that govern the contractual agreement between ClickAlgo Limited having his principal place of business at Kemp House 160 City Road, London EC1V 2NX, (the “Developer”), and the Customer registered with the ClickAlgo.com website (the “Client”) who agrees to be bound by this Agreement when they pay for the coding service on the ClickAlgo.com website.

Definitions

"Agreement" means these Terms and Conditions together with the terms of any applicable Development Proposal.
"Developer" means us the company ClickAlgo Limited.
"Client" means the Client, organization or person who purchases services from ClickAlgo Limited.
"cTrader Platform" is the Windows-based trading platform created by Spotware Systems where the software will run.
"Project" means the software developed for the client based on the client's written project description.
"Software" means the cTrader cBot or indicator program that will run on the cTrader Platform.
"Project Description" means the written document or email sent to the developer with a detailed explanation of the features and settings of the software to be created for the cTrader Platform.

WHEREAS, the Client has conceptualized a cBot to run on the cTrader platform (the “Software”), which is described in further detail in the client’s specification document sent to the developer by email and the developer (ClickAlgo Limited) with whom the Client has agreed to develop the Software.

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties to this Software Development Agreement, the Developer, and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

Terms of Payment

In consideration for the Service, the Client shall pay the developer a fixed fee as stated in the email that was sent with the quote for the project. The fee is to be paid by the client to the developer before any work starts on the project. Invoices will be provided upon request.
Payment of sums due by the Client to the developer shall be made using the payment link provided by the developer, the link will open the coding service payment page where the client can use their credit, debit cards, PayPal or Bitcoin.
All monetary amounts stated in this Agreement are inclusive of VAT and must be paid in Pound Sterling (GBP).
After payment, the client will receive a payment receipt and the developer will start working on the project.
Invoices are available at the Client's request.

Software Maintenance & Support

The developer will offer free bug fixing up to 28 days after the final product has been delivered. The client must also allow the developer reasonable time to correct any bugs found. The developer has the right to refuse support within the 28-day warranty period if the client modifies the source code.
If the cTrader Trading platform publishes a software update after the final delivery of the Client's product and the update causes the software created by ClickAlgo Limited to malfunction in any way, then ClickAlgo Limited is under no obligation to fix these errors for free.
If an existing bug is found in the trading platform that affects any of the Client's products created by the developer, then the Client will need to contact the creators of the trading platform (Spotware) to report this bug and wait for it to be fixed in a future update. The developer is under no obligation to restructure or implement new code on a product as a workaround to correct the issues.
The Client must provide all the reasonable information requested by the developer to investigate any bugs they report to the developer while using the software. If the Client does not provide the developer with the information requested to identify the bug in the software, then all refunds will be void.
The Client must back up all project source code provided by the developer. The developer cannot be held responsible for the project files after they are delivered to the Client.

Intellectual Property Rights of the Software

The Parties acknowledge and agree that the Client will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Developer agrees not to claim any such ownership in the Software’s intellectual property at any time before or after the completion and delivery of the Software to the Client.

Change Requests

The client can request additional changes to the software during or after the developer has started working on the project.

If the Client requests a change to the project description after the price has been agreed upon by both parties, then the Client will be sent a new price quote for the work to reflect the changes.
If the Client requests a change to the project description after they have been sent an invoice, and it has not been paid, then the invoice will be cancelled and a new invoice will be sent with the requoted price for the additional work.
If the Client requests a change to the project description after paying for the invoice then a new invoice will be sent to the Client for the additional work.
If the Client requests changes to a project or asks for new features that are not in the original project description provided before the invoice payment and acceptance of these terms, then the developer is under no obligation to add the new features and ClickAlgo Limited is not under any obligation to add them without charging a fee.

Delivery & Testing

The developer will deliver the first version of the product to the Client on or near the delivery date stated in the email that was sent to the client together with the quote for the project. The client must test the software and report to the developer any bugs or features that may be missing from the project description that the client sent to the developer for the project request within 28 days from the date of the last delivery.

Project Warranty

We offer a free after-final delivery bug fixing warranty, this warranty is valid for 28 days after the most recent version was sent to the Client, if the Client does not report any bugs or issues with their project for 28 days, then the warranty will expire.
If the Client modifies the code in any way then the warranty is void.
The warranty does not cover any changes to 3rd party software which may affect their project within the 28-day warranty that was not created by ClickAlgo Limited.

Refund Terms

Our refund terms are below which protect both parties, once the invoice has been paid, the Client agrees unconditionally to this agreement.

There shall be no refund given under any of the following conditions:

The Client has not allowed the developer 14 days to add any missing features.
The Client has not allowed the developer 28 days to fix any bugs.
The work related to the particular software was delivered more than 6 months ago.
The Client has paid for further modifications of the same tool/software.
If the developed product conflicts with add-ons, connectors or other non-standard tools that are not available by default in the platform for which the tool was created, and which the Client did not mention when placing an order.
If the product works according to the specification that we have previously approved with the Client.
The Client refuses to provide the developer with relevant information to report a bug like trade example chart shots and settings.
The source code has been modified in any way by the Client or a 3rd party.
If after the 28-day warranty period, no bugs have been reported by the Client.

We will only allow refunds under the following conditions:

The Client reports a bug or a missing feature that has not been corrected after 28 days after first reporting it.
The development work has not yet started after the invoice has been paid.
The developer discovers that it is not possible to deliver the project as per the Client's requirements during the development process.

Refund Fees

If a refund is requested before any work has started, fees will be deducted which include a payment transaction fee, and a 5% administration fee.

Termination

This Agreement shall continue until the completion of the Project unless either party is unhappy with the arrangement for any reason or wishes to terminate the agreement.
If the developer terminates the agreement, then the full amount of sums paid will be refunded to the Client and the Client will not be liable to pursue any additional costs.
If the Client terminates this agreement, the developer reserves the right to not offer any refund to the Client.

Confidentiality

Both during this Agreement and after its termination, the parties shall treat as confidential (and shall procure that its personnel and each of them treat as confidential) and shall not (and shall procure that their personnel and each of them does not) other than in the proper provision of the services required to fulfil the Project, use or disclose to any person, firm or company, any Confidential Information belonging to the other party or its Clients, suppliers or Clients, nor permit its use or disclosure.

Each party to this Agreement shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.

Non-Disclosure Agreement

At the Client's request, a Non-Disclosure Agreement can be signed by both the Client and the developer.

A non-disclosure agreement (NDA) is a legally binding contract that establishes a confidential relationship. The party or parties signing the agreement agree that sensitive information they may obtain will not be made available to others. An NDA may also be referred to as a confidentiality agreement.

Disclaimer

The developer is not responsible for the performance of the software due to the unpredictable nature of the Financial Markets.
Unless explicitly itemized in the Specification, the developer shall not be responsible for any other services including without limitation software installation, systems integration, data conversion, data import and training.
For the avoidance of doubt, the developer shall not be responsible under any circumstances for the backup and archiving of indicators, cBots any other software or any source code that was created for the Client by our custom development service.

Data Protection

The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.
It is the sole responsibility of the Client to ensure that the Software is not used in any way that infringes data protection legislation at the time being. For the avoidance of doubt, the developer accepts no responsibility whatsoever for any such infringement or alleged infringement.

Amendments

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties.

Entire Agreement

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However, the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.

Force Majeure

Neither Party shall be liable for any delay in a meeting, or failure to meet, its obligations under this Agreement due to any cause beyond its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage, fire, acts of any government authority, failure of the public electricity supply, strike, lock-out or labour dispute or apprehension thereof (whether or not the settlement of the matter is at the discretion of the Party in question).

Severance

Suppose any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void, or unenforceable. In that case, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

Time of the Essence

Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this agreement or subsequently substituted as a time, date or period by agreement in writing between the parties.

Language

This Agreement is made only in the English language. If there is any conflict in the meaning of the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail.

Dispute Resolution

For this clause, a dispute shall be deemed to have arisen when one party serves on the other notice in writing via email stating the nature of the dispute.

Any dispute which may arise between the parties concerning this Agreement shall be determined as follows.

Within 24 hours the representatives of the Parties shall correspond via email and or telephone to attempt to settle the dispute by mutual agreement.
In any other case if the dispute remains unresolved the dispute shall be determined by the High Court of Justice in England and the Parties submit to the exclusive jurisdiction of that Court for such purposes.

Applicable Law

This Software Development Agreement and the interpretation of its terms shall be governed by and construed by the laws of the United Kingdom.

Every time you use our service you agree that in all cases ClickAlgo Limited bears no responsibility for losses incurred, and offers no guarantees or expectations of your algorithm performance or stability.

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ClickAlgo Limited reserves the right to change its Terms & Conditions

ClickAlgo Limited is a company registered in England and Wales with company number 13117395