Terms & Conditions
for custom software development and related services | B2B
Version: 1.0 · Effective date: 21 July 2026
1. Introductory provisions and scope
1.1. These Terms and Conditions ("Terms") govern the rights and obligations between IMG VENTURES LIMITED, a private company limited by shares incorporated under the laws of Ireland, registered with the Companies Registration Office under number 820947, with its registered office at 77 Camden Street Lower, Dublin, D02 XE80, Ireland, D-U-N-S® number 984901688 ("Provider"), and the customer acting as a business or legal entity ("Customer") in connection with the provision of software development and related services.
1.2. These Terms apply exclusively to B2B relationships. If the Provider provides services to consumers, separate consumer terms and a separate consumer regime must be used for such relationships.
1.3. The Terms form an integral part of every contract, order, accepted quotation or other arrangement under which the Provider performs work or provides services for the Customer ("Agreement"). In the event of conflict, the individually agreed provisions of the Agreement prevail.
2. Definitions
2.1. "Deliverables" or "Services" means the subject matter of the contractual relationship, in particular the design and development of websites, web and mobile applications, custom software, delivery of software solutions, grant of licences (including SaaS), maintenance, support, consulting and other IT and development services provided by the Provider on the basis of an order.
2.2. "Specification" means the written description of the Deliverables contained in the accepted quotation and its written annexes.
2.3. "Change Request" means any request of the Customer going beyond the agreed Specification.
3. Conclusion of the Agreement and specification
3.1. The Agreement is concluded exclusively by the Customer's written acceptance of the Provider's quotation. The Provider reserves the right to refuse any order without giving a reason.
3.2. Binding specification. The accepted quotation and its written annexes constitute the sole and exclusive Specification of the Deliverables. The Provider is not obliged to deliver any functionality or feature that is not explicitly stated in writing in the Specification. Oral arrangements or prior communication are not binding on the Provider.
3.3. Change Requests. The Provider is not obliged to accept a Change Request. If it does, the Provider is entitled to a reasonable increase in price and extension of the delivery schedule, notified to the Customer.
4. Obligations of the parties and Customer cooperation
4.1. The Provider will perform the Services in the agreed scope, quality and time in accordance with the Agreement and the Specification, exercise reasonable professional care and skill, and keep confidential all confidential information received from the Customer.
4.2. The Customer will provide all cooperation necessary for the proper and timely performance of the Services, in particular timely delivery of complete and final materials such as texts, images, logos, access credentials, technical specifications and feedback within agreed deadlines; pay the agreed price on time and in full; and take over duly completed Deliverables.
4.3. Consequences of delayed cooperation. If the Customer is in delay with providing the necessary cooperation, the delivery schedule is automatically extended by twice the period of the Customer's delay. If the Customer's delay exceeds 15 business days, the Provider may suspend work and invoice the work performed to date. Resumption of work is subject to a new schedule determined by the Provider.
4.4. The Provider is not responsible for any defects or functional or aesthetic shortcomings of the Deliverables caused by the Customer's failure to provide materials, late provision or provision of inadequate materials (e.g. low-resolution images). Such shortcomings are not defects and do not give rise to warranty claims.
5. Acceptance procedure
5.1. Upon completion of the Deliverables or a self-contained part of them, the Provider will invite the Customer to test and accept them. For this purpose the Deliverables will be made available in the Provider's staging environment.
5.2. The Customer must test the Deliverables and respond in writing (by e-mail) within 5 business days of the invitation. The price includes one round of incorporation of remarks. Remarks are limited to requests to correct demonstrable defects (non-conformity with the Specification), not requests to change features or add new functionality.
5.3. Deemed acceptance. If the Customer does not respond within the period under clause 5.2, or if it starts using the Deliverables or any part of them on a publicly available domain or for other commercial purposes, the Deliverables are deemed duly delivered and accepted without defects.
5.4. Production deployment. The Deliverables will be deployed to production exclusively after due acceptance. If the Customer requests production deployment before acceptance, it does so at its own risk and the Provider bears no liability for defects and damage caused by such premature deployment.
6. Price and payment terms
6.1. All prices are stated exclusive of VAT unless expressly stated otherwise.
6.2. Unless the quotation provides otherwise, payment terms are: 50% of the price as an advance before commencement of work and 50% of the price upon completion, prior to production deployment or hand-over of access credentials.
6.3. If the Customer is in delay with any payment, the Provider may charge default interest of 0.1% of the amount due for each day of delay (or, if higher, the statutory rate applicable to late payments in commercial transactions) and may suspend all work until full payment.
6.4. All payments and advances made are non-refundable.
6.5. Invoices may be issued and delivered electronically.
7. Intellectual property and licence
7.1. The Provider is and remains the exclusive owner of all intellectual property rights in the Deliverables and their components, including source code, know-how, libraries and tools created or used in the development of the Deliverables.
7.2. Upon full payment of the total price, the Provider grants the Customer a non-exclusive, non-transferable licence to use the Deliverables solely for the Customer's own internal business purposes.
7.3. In the event of a breach of the Agreement, in particular non-payment of the price, the licence terminates automatically and with immediate effect, and the Customer must cease using the Deliverables and remove them from all of its systems.
7.4. Without the Provider's prior written consent, the Customer may not copy, sell, rent, sublicense or otherwise commercially distribute the Deliverables, circumvent technical or security measures, or perform reverse engineering to the extent not permitted by mandatory law.
8. Warranty, defects and support
8.1. Definition of a defect. A defect means exclusively a demonstrable and reproducible error in the functionality of the Deliverables causing non-conformity with the explicitly defined written Specification. Aesthetic shortcomings, display differences on unsupported devices or browsers, errors resulting from content supplied by the Customer, and the Customer's subjective disagreement with the design or manner of operation that conforms to the Specification are not defects.
8.2. Warranty period. The warranty period for the correction of hidden defects is 14 days from acceptance of the Deliverables. Any request for correction or modification after this period is a paid service under the Provider's current price list.
8.3. Handling of claims. The Provider will respond to a defect claim within 30 days. If the claim is justified, the Provider will remedy the defect within a reasonable technical period determined by the Provider. The Customer is not entitled to a price reduction or to terminate the Agreement where the defect is capable of remedy.
8.4. The Provider is not liable for the functionality and compatibility of third-party services and products (e.g. plugins, APIs, hosting).
9. Liability and its limitation
9.1. The Provider's total aggregate liability for any damage or claims arising out of or in connection with the Agreement is strictly limited to the amount actually paid by the Customer to the Provider in the 3 months preceding the event giving rise to the claim, and in any event to a maximum of 50% of the total price of the Deliverables.
9.2. To the fullest extent permitted by law, the Provider excludes all liability for indirect, consequential or special damage, loss of profit, loss of data, loss of business opportunities or damage to reputation.
9.3. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of Ireland.
10. Confidentiality and personal data
10.1. Each party undertakes to keep confidential all non-public facts of a business, technical, organisational or legal nature that it learns in connection with the Agreement and that may reasonably be considered confidential. This obligation does not apply to information that was publicly known without breach of this obligation, was demonstrably known to the recipient before disclosure, was legitimately obtained from a third party, or must be disclosed by law or a binding decision of a public authority.
10.2. The processing of personal data is governed by Regulation (EU) 2016/679 (GDPR) and the Irish Data Protection Act 2018. Details are set out in the separate Privacy Policy.
11. Changes to the Terms, governing law and dispute resolution
11.1. The Provider may reasonably amend these Terms where there is a reasonable ground, in particular a change in law, security requirements, scope of Services or business model. The version of the Terms effective at the time of acceptance of the quotation applies to the contractual relationship.
11.2. Legal relationships between the parties are governed by the laws of Ireland, excluding conflict-of-law rules to the extent permitted by law.
11.3. The parties will primarily resolve disputes by negotiation. If no agreement is reached, the courts of Ireland have jurisdiction to decide disputes.
12. Final provisions
12.1. Entire agreement. These Terms together with the accepted quotation constitute the entire and final agreement between the parties and supersede all prior written or oral arrangements.
12.2. Severability. If any provision of these Terms becomes invalid, ineffective or unenforceable, this does not affect the validity and effectiveness of the remaining provisions. The parties will replace it with a provision that most closely corresponds to the meaning and economic purpose of the original provision.
12.3. These Terms become effective on the date stated in the heading of this document and apply to agreements concluded from that date, unless the parties expressly agree otherwise.
Dublin, 21 July 2026 · hello@img.ventures