STANDARD TERMS AND CONDITIONS OF SALE
1. DEFINITIONS
In these Terms and Conditions:
“Company” means Parrot Programming, its affiliates, subsidiaries, and authorized representatives.
“Client” means the individual, company, or organization purchasing products or services from the Company.
“Products” means any software, applications, or digital deliverables supplied by the Company.
“Services” means any programming, design, consulting, maintenance, or development work provided by the Company.
“Agreement” means the contract formed between the Company and the Client for the supply of Products or Services.
2. GENERAL
2.1. These Terms and Conditions apply to all quotations, orders, and sales by the Company unless otherwise agreed in writing.
2.2. Any variations or additional terms proposed by the Client shall have no effect unless expressly accepted in writing by the Company.
2.3. The Client’s acceptance of a quotation or purchase order constitutes full acceptance of these Terms and Conditions.
3. QUOTATIONS AND ORDERS
3.1. All quotations are valid for thirty (30) days unless otherwise stated.
3.2. Orders are accepted subject to written confirmation from the Company.
3.3. The Company reserves the right to refuse any order at its sole discretion.
4. PRICES AND PAYMENT
4.1. All prices are quoted in Egyptian Pounds (EGP) unless otherwise specified.
4.2. Prices exclude applicable taxes, duties, or bank transfer fees, which shall be borne by the Client.
4.3. Payment terms are [e.g., 50% upfront and 50% upon completion / Net 15 days], unless otherwise agreed in writing.
4.4. Late payments shall bear interest at a rate of [e.g., 1.5% per month] until full payment is received.
4.5. The Company reserves the right to suspend or withhold delivery or services in the event of late payment.
5. DELIVERY AND PERFORMANCE
5.1. Delivery dates or timelines are estimates and not guarantees.
5.2. The Company shall not be liable for any delay in delivery or performance caused by factors beyond its reasonable control.
5.3. Digital Products are deemed delivered upon transmission or access being made available to the Client.
5.4. Services shall be performed using reasonable skill and care in accordance with professional standards.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Unless otherwise stated in writing, all intellectual property rights in the Products, source code, designs, and materials remain the sole property of the Company.
6.2. Upon full payment, the Client shall receive a non-exclusive, non-transferable license to use the delivered Products for its internal business purposes only.
6.3. The Client shall not copy, modify, reverse engineer, or resell any Product without the Company’s prior written consent.
7. CONFIDENTIALITY
7.1. Both parties agree to maintain confidentiality regarding any proprietary or confidential information exchanged during the course of the Agreement.
7.2. Confidential information shall not be disclosed to any third party without prior written consent, except as required by law.
8. WARRANTY AND LIABILITY
8.1. The Company warrants that its Products and Services will conform to agreed specifications and be free from material defects for [e.g., 30 days] from delivery.
8.2. The Company’s liability shall be limited to the correction or replacement of defective work or, at its discretion, refund of the relevant portion of the fee.
8.3. The Company shall not be liable for:
Indirect or consequential damages;
Loss of profit, data, or business opportunities;
Damages arising from third-party misuse or unauthorized modifications.
8.4. The total liability of the Company shall not exceed the total amount paid by the Client under the relevant Agreement.
9. CANCELLATION AND TERMINATION
9.1. Orders may not be cancelled by the Client after confirmation except with the Company’s written consent.
9.2. Either party may terminate the Agreement by written notice if the other party materially breaches these Terms and fails to remedy such breach within [e.g., 10] business days.
9.3. Upon termination, all outstanding invoices become immediately payable, and all licenses granted shall cease.
10. FORCE MAJEURE
10.1. The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, strikes, internet outages, or government actions.
11. GOVERNING LAW AND JURISDICTION
11.1. These Terms shall be governed by and construed in accordance with the laws of the Arab Republic of Egypt.
11.2. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Cairo, Egypt.
12. ENTIRE AGREEMENT
12.1. These Terms constitute the entire agreement between the Company and the Client and supersede all prior communications or understandings.
12.2. No amendment or waiver shall be effective unless made in writing and signed by both parties.