Software Development & Licensing Terms and Conditions
1 Definitions
Company/Developer – the business providing software development services and/or licensing its software.
Client – the individual or organisation purchasing software development services and/or software licences.
Software – the application, source code, compiled object code and related documentation to be developed or licensed under this agreement.
Work Product – deliverables created specifically for the Client, including source code, designs and documentation. Work product does not include the Developer’s pre‑existing libraries, frameworks or third‑party components.
Implementation or Setup Fee – a one‑time fee for configuring, installing or customising the software.
Subscription/Annual Service Fee – recurring charge for continued access to or support of the Software.
Effective Date – the date the agreement is signed by both parties.
2 Scope of work and deliverables
Detailed specification. The Client and Developer shall document the features, functions, platforms and performance criteria of the Software in a statement of work (SOW). Vague statements like “build an app” lead to disputes; the SOW should describe exact deliverables, technical requirements, acceptance criteria and what is out of scope.
Milestones. The parties will identify project milestones with target dates and tie payments to the completion and acceptance of these milestones. Clients are encouraged to review deliverables at each stage and provide timely feedback.
Change requests. Changes to the SOW must be submitted in writing. The Developer will estimate the additional time and costs, and work will not begin until the Client approves the change in writing. Changes may extend delivery dates and may be billed at a higher hourly rate.
3 Payment terms
3.1 Fee structure and schedule
Annual licence fees paid upfront. All yearly or term‑based licence fees and subscription fees must be paid upfront in full at the start of each subscription period. The Client understands that continued access to the Software depends on paying the annual fee in advance and that these fees are non‑refundable.
Implementation fee payment schedule. Implementation or setup fees are payable in instalments as follows unless otherwise agreed in the statement of work: 20 % of the total implementation fee is due upon contract signing, 40 % is due when the project reaches the halfway milestone (as defined in the project plan), and the remaining 40 % is due upon final delivery and acceptance of the implementation services. This instalment schedule ensures the Client commits to the project and the Developer does not carry the entire financial risk.
Hourly or capped billing. Where work is billed by the hour, the parties may agree to a“not‑to‑exceed” cap to control budget uncertainty. The Developer will provide time sheets with each invoice.
Invoices and due dates. Invoices are issued at milestone completion or monthly for time‑based work. Payment is due within the number of days stated on the invoice. Failure to pay will result in interest of 1.5 % per month (or the maximum rate permitted by law) on the overdue balance and may also lead to suspension of services until the overdue amount is settled.
3.2 Non‑refundable fees
Licence and subscription fees. All licence fees and annual service or subscription fees are non‑cancellable and non‑refundable, even if the Client stops using the Software.
Non‑refundable retainer. If the parties agree to a retainer or deposit to reserve development time, that retainer is non‑refundable because the Developer must block time and resources for the Client. The Client pays a non‑refundable retainer fee at signing and the fee is invoiced immediately. Should the Client cancel before work begins, the retainer compensates the Developer for lost scheduling opportunities.
3.3 Implementation/set‑up fees and refunds
Implementation fees. A one‑time implementation or setup fee covers installation, configuration and training. Unless otherwise stated, implementation fees are non‑refundable.
Pro‑rated refunds for dissatisfaction. If, after paying an implementation fee, the Client is dissatisfied with the delivered services, the Company may at its discretion provide a pro‑rated refund. The refund will be calculated by deducting:
the hours or days already worked, multiplied by the agreed hourly or day rate; and
any non‑cancellable expenses or third‑party costs incurred on the Client’s behalf.
Only the remaining unused portion of the implementation fee (if any) will be refunded. The Client must notify the Company of dissatisfaction within 10 days of the relevant deliverable, and the Company will have a reasonable opportunity to correct any defects. This ensures the Company does not incur a loss while providing a fair remedy.
3.4 Late payments
Interest and penalties. If any invoiced amount is not received by the due date, interest will accrue at 1.5 % per month. The Company reserves the right to suspend work or disable software access until overdue amounts are paid in full.
Collections and reinstatement. If a subscription or recurring service remains unpaid for more than 40 days, the Company may terminate the Client’s account and require payment of a reactivation fee to resume services.
4 Ownership and licensing
Work product ownership. Upon full payment of all fees, the Client obtains ownership of the work product developed specifically for them, including intellectual property rights. The Developer retains ownership of its pre‑existing materials, frameworks and tools and grants the Client a perpetual, non‑exclusive licence to use those components as part of the delivered software.
Software licence. Where the Company licenses its own software rather than transferring ownership, the licence is limited, non‑exclusive and non‑transferable. Usage restrictions apply: the Client may not sub‑license, sell, rent or otherwise make the software available to third parties. The Client’s right to use the Software is conditioned on timely payment of subscription fees and compliance with these terms.
Third‑party components. The Company shall identify any open‑source or third‑party components used and ensure that they are licensed appropriately. The Client agrees to comply with any applicable third‑party licence terms.
5 Acceptance, warranty and support
Testing and acceptance. The Client has a specified period (e.g., 10–30 days) after each deliverable to test the software against the SOW. If the software does not conform to the agreed specifications, the Client must provide written notice detailing deficiencies. The Developer will use reasonable efforts to correct any non‑conformities. Failure to notify within the acceptance period constitutes acceptance.
Warranty. The Developer warrants that the software will operate in accordance with the specifications for a period of 30–90 days after delivery. The Developer disclaims all other express or implied warranties, including merchantability, fitness for a particular purpose and non‑infringement. During the warranty period, the Developer will fix bugs or defects at no cost, provided the Client has not modified the software or used it contrary to the documentation.
Support and maintenance. After the warranty period, ongoing maintenance or support is available under a separate agreement or subscription. Support generally includes answering questions, fixing defects and providing updates. Response times are tiered by severity, (e.g., critical issues within 4 business hours). Support services do not include new features or major enhancements unless negotiated separately.
6 Change management
Change requests must be documented and will be treated as additional services. The Company will quote the estimated time and cost for the change, and work will commence only after written approval. Changes may impact delivery dates and cost more than standard hourly rates.
7 Confidentiality and data protection
Confidential information. Each party may receive confidential information from the other, including business plans, financial data, source code and customer lists. A proper confidentiality clause defines confidential information broadly and prohibits disclosure, copying or use of such information for any purpose other than performing the contract. The receiving party must implement reasonable security measures to safeguard the information.
Data protection. Each party agrees to comply with applicable data protection laws and implement appropriate technical and organisational measures to protect personal data. If the work involves processing personal data on behalf of the Client, the parties may need a data processing agreement specifying roles, types of data and security obligations.
Survival. Confidentiality obligations survive termination of the contract.
8 Indemnification and liability
Indemnification. The Developer will indemnify and hold harmless the Client from third‑party claims arising out of the Developer’s negligence, willful misconduct, breach of confidentiality or infringement of intellectual property rights. The Client will indemnify the Developer against claims arising from content supplied by the Client or misuse of the software.
Limitation of liability. Except for indemnity obligations, wilful misconduct or breach of confidentiality, each party’s total liability is capped at 1 time the total contract value. Neither party is liable for indirect or consequential damages, such as lost profits or lost savings.
9 Termination and suspension
Termination for cause. Either party may terminate the contract immediately if the other materially breaches and fails to cure the breach within 7–14 days. Examples of material breach include non‑payment, missed milestones by more than 30 days or quality standards substantially below those set out in the SOW.
Termination for convenience. The Client may terminate the contract for convenience with 30 days’ written notice, but must pay for all work completed to date, plus a termination fee equal to 10–25 % of the remaining contract value. The termination fee compensates the Company for allocated resources and lost opportunities.
Developer termination. The Company may terminate for convenience only after completing any outstanding milestones, and in that event will refund any unearned fees minus non‑cancellable expenses.
Effect of termination. Upon termination, the Company will deliver all work product completed to date, and the Client will pay all outstanding fees. Licence rights for work completed and paid for will continue; all other rights will cease. Confidential information must be returned or destroyed by both parties.
Suspension for non‑payment. The Company may suspend services or disable access to the Software if invoices remain unpaid beyond their due date. Reactivation requires full payment of outstanding amounts and any reactivation fee.
10 Refund policy
No refunds on licences or subscriptions. All software licence fees, subscription fees and annual service fees are non‑refundable. This includes fees paid upfront for future use.
Implementation and setup refunds. One‑time implementation fees may be subject to a pro‑rated refund only as described in § 3.3 – the amount already spent on labour and non‑cancellable expenses will be deducted. Any remaining balance may be refunded at the Company’s discretion.
Retainer or deposit. Any retainer paid to reserve development time is non‑refundable and will be applied to the first invoices. If the Client terminates before work starts, the retainer compensates the Company for reserving the schedule.
Compliance with law. Nothing in this refund policy is intended to waive statutory consumer rights. Surinamese consumer law gives consumers the right to seek repair, replacement or refund if goods or services are defective or not delivered as agreed. To the extent that mandatory law grants the Client additional rights, those rights will apply.
11 Governing law and dispute resolution
Governing law. This agreement is governed by and construed in accordance with the laws of the Republic of Suriname or such jurisdiction as agreed in the SOW.
Dispute resolution. The parties will attempt in good faith to resolve any dispute through negotiation. If negotiations fail, the dispute will be submitted to mediation or arbitration before a mutually agreed arbitrator. If unresolved, the dispute may be brought before the competent courts of Paramaribo. Consumer disputes may also be submitted to the Suriname Consumers Union or relevant authorities.
12 Miscellaneous
Force majeure. Neither party is liable for failure or delay due to events beyond its reasonable control (e.g., natural disasters, war, strikes). Performance will resume as soon as practicable.
Notices. Notices under this agreement must be delivered in writing by email, postal service or courier to the addresses specified in the SOW. Notices are effective upon receipt.
Entire agreement. This document and its SOW(s) constitute the entire agreement between the parties and supersede all prior agreements or understandings.
Severability. If any provision of this agreement is held invalid under applicable law, the remaining provisions will remain in full force and effect.
No waiver. Failure to enforce any term is not a waiver of that term or any other term.