Mobile app development agreement

MOBILE APPLICATION DEVELOPMENT AGREEMENT

This mobile application development agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:

1. PARTIES

1.1 Developer:
[Developer / agency name]
Commercial register code: [Developer's commercial register code (if a company)]
(hereinafter the "Developer")

1.2 Client:
[Client's name]
Commercial register code: [Client's commercial register code (if a company)]
(hereinafter the "Client")

1.3 The Client is: [The client is].

2. PLATFORMS

2.1 Target platforms: [Target platforms]. Supported iOS versions: [Supported iOS versions].

3. SCOPE OF THE PROJECT AND FEATURES

3.1 The Developer undertakes to create and deliver to the Client the following application (hereinafter the "Work"): [Description of the project scope]. The Client undertakes to pay the fee agreed in the Agreement for the Work.

3.2 Core features: [List of core features].

3.3 Excluded from the scope of the project is all work not specified in clauses 3.1, 3.2 and 4.1 or the annexes to the Agreement, including: [What is EXCLUDED from the project scope]. Additional work shall be performed only by prior agreement of the Parties, in which its description, price and deadline are agreed.

3.4 The Client shall provide the Developer in good time with the content, instructions, input data and access necessary for performing the Work, and is responsible for ensuring that the content it provides does not infringe the rights of third parties. If the Client is in delay with the cooperation it is obliged to provide, the Developer's deadlines shall be extended by the duration of the delay, and the Developer may claim compensation for damage caused by the delay (Law of Obligations Act (VÕS) § 652 lg 1).

4. DELIVERABLES

4.1 List of deliverables: [List of deliverables]. Source code forms part of the deliverables: [Is the source code part of the deliverables?]. Backend service included: [Does the project include a backend service?]. Design files handed over: [Are design files (e.g. Figma) handed over?]. The Developer shall deliver the source code together with the instructions necessary for building and installation and a list of the components used, in a form which enables the Work to be maintained and further developed.

5. SCHEDULE

5.1 Project start date: [Project start date]. Deadline for delivery by the Developer: [Deadline for delivery by the developer (not the store publication date)]. The time required for review and publication by the app stores (App Store, Google Play) is not included in the delivery deadline.

5.2 The project is divided into milestones as follows: [Milestones and deadlines].

6. FEE AND TERMS OF PAYMENT

6.1 Total cost of the project: [Total project cost (€)] euros. Amount of the advance payment: [Advance payment (%)]% of the total cost.

6.2 Type of payment schedule: [Type of payment schedule]. Invoicing frequency: [Invoicing frequency]. Unless otherwise agreed in the payment schedule, the claim for the fee falls due upon acceptance of the Work or of the respective milestone (VÕS § 637 lg 4).

6.3 If the payment deadline is exceeded, the Developer may claim late payment interest at the rate of [Late payment interest rate (%/day)]% per day on the amount not paid on time; if the rate of late payment interest has not been agreed, statutory late payment interest applies (VÕS § 113 lg 1).

7. TESTING AND ACCEPTANCE

7.1 Devices and OS versions to be tested: [Devices and OS versions to be tested]. Responsibility for testing: [Who is responsible for testing?]. Automated tests included: [Are automated tests included?].

7.2 The Developer shall notify the Client of the completion of the Work or a milestone and deliver it for testing. The Client shall give notice of any lack of conformity within a reasonable time, describing the defect with sufficient precision (VÕS § 644). Defects are classified as critical (the application or an essential function thereof cannot be used), major and minor (they do not prevent use).

7.3 The Client may not refuse to accept the Work due to minor defects; the Developer shall eliminate them within a reasonable time. The Work is deemed accepted upon signature of the delivery and acceptance report or upon publication of the application in the store with the Client's consent, and also if the Client unjustifiably fails to accept the Work within a reasonable time limit set for this purpose by the Developer (VÕS § 638).

7.4 The Developer shall eliminate any lack of conformity of the Work at its own expense (VÕS § 646 lg 4) within a reasonable time. If the Developer fails to do so, the Client may eliminate the defect itself or have it eliminated and claim compensation for reasonable expenses (VÕS § 646 lg 5); if the repair fails or the Developer unjustifiably refuses to carry it out, the Client may withdraw from the Agreement (VÕS § 647).

8. WARRANTY AND BUG FIXING

8.1 The post-launch bug-fixing warranty is valid for [Warranty period (days)] days. The following is deemed a bug (and not a new feature): [What counts as a bug (and not a new feature)]. Price of maintenance after the end of the warranty period: [Price of maintenance after the warranty period].

8.2 The warranty period commences upon acceptance of the Work, and the warranty is presumed to cover any lack of conformity of the Work with the terms of the contract which becomes evident during its validity (VÕS § 650 lg 1). The Developer shall eliminate a bug at its own expense within a reasonable time after becoming aware of it, taking into account the severity of the bug. The warranty does not cover bugs for whose occurrence the Client is responsible, or bugs resulting from changes to the source code not agreed with the Developer, unless the Client is able to distinguish the changes in the source code and prove that the bug does not result from them.

9. APP STORE ACCOUNTS

9.1 Owner of the Apple Developer account: [Who owns the Apple Developer account?]. Store account/submission fees paid by: [Who pays the store account/submission fees?]. Management of the store account after launch: [Management of the store account after launch].

9.2 The Developer is not liable for rejection by an app store, changes to store rules or failures of third-party services, provided that the Developer has itself performed its obligations.

10. THIRD-PARTY SERVICES

10.1 Third-party services/APIs used: [Third-party services/APIs used]. Owner of the payment gateway account: [Who owns the payment gateway (e.g. Stripe) account?]. Management of API keys: [Management of API keys].

10.2 When using third-party components (e.g. open-source libraries, SDKs), the Parties shall comply with their licence terms. Paid components or components with restrictive terms shall be used only with the prior consent of the Client. Access credentials and API keys shall be stored securely and shall not be disclosed to third parties.

11. INTELLECTUAL PROPERTY

11.1 Ownership of intellectual property: [Ownership of intellectual property]. Details: [Details of shared ownership]. If the Agreement terminates before the Work is completed, the rights in the results for which the Client has paid pass (or are licensed) to the Client.

11.2 If the author's economic rights in the Work do not pass to the Client under clause 11.1, the Developer, after full payment for the Work, grants the Client an unlimited-term and territorially unrestricted simple licence to use, publish, maintain and further develop the application in the Client's own activities, including with the help of third parties; the grant of a sub-licence for any other purpose requires the prior consent of the Developer (Copyright Act (AutÕS) § 47).

11.3 The Developer retains the rights to its pre-existing libraries and frameworks: [Does the developer retain the rights to its pre-existing libraries/frameworks?]. The Client receives an unlimited-term, royalty-free simple licence to use them as part of the Work.

11.4 The author's moral rights are inseparable from the person of the author and are not transferable (AutÕS § 11 lg 2); the Developer ensures that it, its employees and subcontractors do not exercise them in a manner that prevents the use, modification or further development of the Work. An agreement on the transfer of the author's economic rights must be in written form (AutÕS § 49 lg 1). The Developer confirms that it has the right to grant the Client the rights specified in the Agreement and that, to its knowledge, the Work does not infringe the rights of third parties.

12. CONFIDENTIALITY, DATA PROTECTION AND PORTFOLIO

12.1 Content of the Agreement confidential: [Is the content of the agreement confidential?].

12.2 If the Developer processes personal data on behalf of the Client, it acts as a processor, and the Parties shall, if necessary, enter into a data processing agreement (Article 28 of the General Data Protection Regulation (EU) 2016/679).

12.3 Developer may show the completed work in its portfolio: [May the developer show the work in its portfolio?]. No confidential information shall be published in the portfolio.

13. TERMINATION OF THE AGREEMENT

13.1 Notice period for cancellation: [Notice period for cancellation (days)] days. In the event of cancellation by the Client, the Developer is entitled to the agreed fee, less what the Developer saved as a result of the cancellation or acquired or could reasonably have acquired by using its labour otherwise (VÕS § 655 lg 1), unless the Client cancelled the Agreement due to a breach of contract by the Developer (VÕS § 655 lg 2). In the event of cancellation by the Developer, the Developer is entitled to a fee for the work done to the extent that the Client has an interest in what has been done.

13.2 Either Party may withdraw from the Agreement if the other Party has materially breached the Agreement (VÕS § 116). If the Agreement terminates before the Work is completed, the Developer shall deliver to the Client the part of the Work done and the Client's materials, and the Parties shall make a final settlement.

14. LIABILITY

14.1 Limit of liability: [Limit of liability]. Details: [Details of the limit of liability].

14.2 The agreed limitation of liability does not apply to damage caused intentionally or through gross negligence; an agreement which excludes or limits liability for an intentional breach of an obligation is void (VÕS § 106 lg 2). A Party shall be liable for breach of obligations arising from the Agreement, unless the breach is excusable (VÕS § 103); the injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit (VÕS § 128), subject to the limit agreed in clause 14.1.

15. FORCE MAJEURE

15.1 A breach of an obligation is excusable if a Party breached it due to force majeure, i.e. a circumstance which the Party could not influence and could not reasonably be expected to take into account, avoid or overcome when entering into the Agreement (VÕS § 103 lg 2). A Party shall notify the other Party of circumstances of force majeure immediately; in the case of a temporary impediment, the breach is excusable only for the duration of the impediment, and time limits shall be extended by that period (VÕS § 103 lg 3).

16. NOTICES

16.1 Notices which have legal consequences shall be given in writing or in a form which can be reproduced in writing (including by e-mail) at the address notified by the other Party. A Party shall notify any change in its contact details without delay; until then, the previously notified details remain valid.

17. DISPUTE RESOLUTION

17.1 Disputes arising from the Agreement shall be resolved primarily through negotiations. Failing agreement, the forum for dispute resolution is: [Forum for dispute resolution].

17.2 The Agreement is governed by the law of [Governing law].

18. FINAL PROVISIONS

18.1 Amendments to the Agreement shall be made in writing or in a form which can be reproduced in writing. A Party may not transfer the rights and obligations arising from the Agreement without the prior written consent of the other Party.

18.2 An invalid provision does not affect the validity of the remaining provisions. The Agreement (together with its annexes) supersedes the Parties' prior agreements relating to the subject matter of the Agreement and enters into force once both Parties have signed it.

19. LEGAL BASIS

19.1 This Agreement is a contract for work within the meaning of § 635 et seq. of the Law of Obligations Act — the Developer undertakes to achieve the agreed result. The Copyright Act additionally applies to works created as a result of the Work.