(Integral part of Tublat Ltd General Terms and Conditions)
Premise
This addendum (“Software Development Addendum”) constitutes an integral and
substantial part of the General Terms and Conditions of Tublat Ltd, published
at https://tublat.com/legal/general-conditions (“General Terms and
Conditions”).
It governs in detail the design, development, testing, delivery, maintenance,
and support of custom software, plugins, modules, add-ons, web and mobile
applications, as well as all related and ancillary activities provided by
Tublat Ltd (hereinafter, the “Software Development Service” or the “Service”).
For all matters not expressly governed by this Addendum, full reference shall
be made to the General Terms and Conditions.
1. Scope of the Agreement
1.1. Service Provided
Tublat Ltd undertakes to design and develop custom software for the Client,
including:
• requirements analysis and technical design;
• prototyping or mockups (if applicable);
• development, testing, integration, and implementation of the software;
• delivery of software compliant with the agreed specifications.
1.2. Scope of Service
This agreement does not include:
• supply of hardware, servers or cloud infrastructures, unless otherwise
agreed;
• advanced training or courses on the software;
• modifications or new features not included in the initial project.
Such activities shall be subject to a separate quotation.
1.3. Client Requirements
The Client must provide, within 15 days from the date of the order, all
information, materials, and access required for software development.
In case of delay or lack of cooperation, Tublat Ltd may extend delivery
timelines or, after 30 days, terminate the contract while retaining any deposit
paid.
2. Duration, Timeline and Testing
2.1. Timeline
Delivery timelines shall be agreed upon in the specific Contract.
Any changes to the project or specifications may result in revised schedules
and costs.
2.2. Testing and Review
Testing shall be planned after settlement of the final invoice.
During testing, Tublat Ltd will display the software as a preview, enabling the
Client to report any corrections or revisions.
The Client is entitled to one free revision. Any additional modification will
require an additional quotation.
2.3. Failure to Participate in Testing
If the Client does not attend the testing session and does not agree a new
date, Tublat Ltd may deem the software accepted and proceed with final delivery
or publication.
The testing date may be postponed only once, and the new date must occur within
7 days from the previous one.
2.4. Intermediate Versions
Tublat Ltd may deliver intermediate or partial versions of the software for
testing and validation purposes, without implying additional liability.
3. Intellectual Property and Licenses
3.1. Tublat Ltd Ownership
All intellectual property rights relating to the software, source code,
architecture, algorithms, and documentation remain the exclusive property of
Tublat Ltd until full payment of the price.
3.2. License to Use
After full payment, the Client shall receive a limited, non-exclusive,
non-transferable license, valid for internal use only.
Resale, sublicensing, distribution or modification of the software without
prior written consent of Tublat Ltd is forbidden.
3.3. Source Code
Delivery of the source code is not automatic and is subject to a specific
agreement and additional fee.
3.4. Protection and Ownership Notices
The Client may not remove trademarks, copyrights or proprietary notices from
the software. Any breach shall entail immediate legal action.
4. Modifications, Maintenance and Support
4.1. Included Services
The maintenance service includes:
• correction of bugs or malfunctions;
• minor security or compatibility updates;
• basic technical support.
4.2. Excluded Services
Excluded from this agreement are:
• addition of new features or modules not included in the original project;
• customisations upon request;
• support on third-party infrastructures or systems.
4.3. Extra Requests
Any extra work will be subject to an additional quotation and payment.
4.4. Limitations of Liability
Tublat Ltd shall not be liable for damages arising from:
• improper use of the software;
• unauthorised modifications by the Client or third parties;
• loss of data not attributable to wilful misconduct or gross negligence.
5. Fees, Payments and Renewals
5.1. Payment Terms
• For amounts up to €1,000, the Client shall pay the full amount in advance.
• For amounts exceeding €1,000, payment may be made in two instalments:
o 50% deposit upon order confirmation;
o 50% balance, prior to delivery.
All invoices must be settled within 30 days from the date of issuance.
5.2. Fees and Renewals
If applicable, maintenance or update fees shall have a one-year duration (12
months) and automatic renewal, unless cancelled in writing at least 45
(forty-five) days before expiration through the client area or registered mail
to the legal address of Tublat Ltd.
In case of monthly invoicing, the contract shall still remain binding for 12
(twelve) months.
In the event of early termination by the Client for reasons not attributable to
Tublat Ltd, the Client shall pay the remaining fees until expiration, as well
as the amount of liquidated damages provided for under Clause 10.6 of Tublat
Ltd General Terms and Conditions, amounting to 20% of the Contract value.
The Parties expressly acknowledge that such amount constitutes a genuine and
reasonable pre-estimate of economic loss potentially incurred by Tublat Ltd as
a consequence of early termination, and does not constitute a penalty under
English law.
5.3. Non-Payment and Grace Period
In case of non-payment, Tublat Ltd shall grant a 30-day grace period from the
due date.
After such period, the software may be permanently deactivated and Client data
may be deleted, without any right to recovery or compensation.
6. Limitations of Liability
6.1. Direct Liability
The total liability of Tublat Ltd shall not exceed the total amount paid by the
Client for the Software Development Service.
6.2. Exclusion of Indirect Damages
Tublat Ltd shall not be liable for indirect damages, lost profits, business
interruption or damage resulting from improper use, unauthorised modifications
or third-party faults.
6.3. Testing and Acceptance
The Client must test the software upon delivery. Acceptance, whether express or
implied, excludes further claims, except for latent defects reported within 7
days from delivery.
6.4. Service Provided “As Is”
Tublat Ltd provides the software and related services “as is” and “as
available”, with no warranties of continuous availability, full compatibility,
absence of errors, omissions or stylistic or technical imperfections.
Any customisation, adjustment or optimisation requested by the Client shall be
subject to separate quotation and written approval.
6.5. No Implied Warranties
Tublat Ltd does not warrant that the software will meet the Client’s specific
needs or that it will operate uninterrupted, securely or free of defects.
7. Confidentiality and Data Protection
7.1. Confidentiality Obligation
Both parties undertake not to disclose, communicate, or make accessible to
third parties any confidential, technical, operational, commercial or strategic
information obtained in connection with this agreement, including project
specifications, software architectures, code, databases, and technical
documentation.
7.2. Duration of Obligation
The confidentiality obligation shall survive termination of the Agreement and
remain valid for at least five (5) years, except for proprietary confidential
information, which remains protected indefinitely.
7.3. Personal Data Processing
The processing of personal data is governed by the following documents, which
form an integral part of this Agreement:
• Privacy Policy
• Cookie Policy
• Data
Processing Agreement (DPA)
7.4. Roles and Responsibilities in Data Processing
Tublat Ltd acts, depending on the case, as:
• Data Processor, for technical, operational and infrastructure-related data
processed during software development or maintenance;
• Independent Data Controller, for administrative, contractual and
cybersecurity data.
The Client remains Data Controller for data entered, managed or processed
through the software, assuming full responsibility for regulatory compliance
(GDPR, UK GDPR and local laws).
7.5. Data Security
Tublat Ltd adopts adequate technical and organisational measures for data
protection, including firewalls, encryption, secure authentication, backup
systems and access monitoring. However, it cannot guarantee the complete
absence of cybersecurity risks or unauthorised intrusions.
7.6. Client Indemnity
The Client shall indemnify and hold Tublat Ltd harmless from any liability,
cost or damage resulting from privacy violations, misconfigurations or improper
use of personal data in connection with the developed software.
8. Third-Party Suppliers and White-Label Services
8.1. Use of External Suppliers
Tublat Ltd may rely on third-party suppliers, technology partners or platforms,
including white-label solutions, for the provision, management or hosting of
the developed software (e.g. frameworks, APIs, CMS, cloud providers or code
repositories).
8.2. Limitation of Liability
The Client acknowledges that Tublat Ltd shall not be held liable for
malfunctions, interruptions or deletions caused by such external suppliers.
8.3. No Refund or Compensation
In such cases, no refund or compensation may be requested from Tublat Ltd, which
shall act, where possible, as intermediary with the provider.
8.4. Client Indemnity
The Client agrees not to hold Tublat Ltd liable for damages arising from
errors, deletions or suspensions attributable to third parties.
9. Termination of the Agreement
9.1. Withdrawal and Termination
The Client may withdraw only in cases provided for by the General Terms and
Conditions or upon written agreement.
Tublat Ltd may immediately terminate the contract in the event of:
• non-payment;
• breach of contractual conditions;
• fraudulent or harmful conduct.
9.2. Effects of Termination
In case of termination, the Client shall lose all rights of access or use of
the software and may not claim any refund.
10. Governing Law and Jurisdiction
10.1. Governing Law
This Addendum is governed by English law.
10.2. Jurisdiction
Any dispute regarding the validity, interpretation or execution of this
document shall be submitted to the exclusive jurisdiction of the courts of
London (UK), as provided under Article 20.6 of the General Terms and
Conditions.
