Last updated: 12 February 2022
- “Agreement” means the Terms and Conditions and any other attached documents.
- “Client” means the person or organization, its representatives, successors, assignees, agents and affiliates requesting the provision of services.
- “Services” means all services and the work to be provided to Client by Service Provider.
- “Fee” means all money payable by Client to Service Provider, however described, for work done.
- “Client Content” means all materials, writing, images or other creative content provided by Client.
- “Third Party Materials” means proprietary third party materials which are incorporated, including without limitation stock photography or images.
- “Service Provider” means Charlene Becker or her employees and subcontractors.
- This Agreement contains the entire agreement between the parties.
- No variation, addition to, deletion from or cancellation of this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by each party.
- The interpretation, construction and effect of this Agreement and the rights and obligations of the parties hereto shall be governed by the laws of the Republic of South Africa.
- The Service Provider shall supply the Client with an invoice with the fee payable by the Client to the Service Provider for the Services provided.
- The payment terms will be specified at the bottom of the invoice.
- For monthly Services the Client will be invoiced monthly in advance until cancellation of Services is received in writing as per the Cancellation Clause of this Agreement.
- Should there be any additional charges not invoiced for, this will be discussed and invoiced accordingly.
- Service Provider may withhold delivery of any current work if overdue invoices are not paid in full.
DELIVERY AND DELAYS
- Completion Date of Services will be communicated with Client.
- Service Provider shall use all reasonable efforts to meet the Completion Date as discussed. Service Provider may extend the Completion Date by giving written notice to Client.
- Client shall use all reasonable efforts to provide needed information, materials and approvals within three (3) business days. Any delay should be communicated by Client in writing; failure to do so shall be considered a breach and Agreement will be cancelled.
- Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of the Completion Date. Each party shall use reasonable efforts to notify the other party, in writing, of a delay.
CLIENT RESPONSIBILITIES, EVALUATION AND APPROVAL
- Client acknowledges responsibility for performing the following in a reasonable and timely manner:
- Provide Client Content in a form suitable for use without further preparation by Service Provider, unless otherwise agreed upon.
- Proofread all work. Client will be charged for correcting errors after the acceptance of any work.
- Notify Service Provider in writing of any failure to comply with the specification of the Services provided or of any other objections, corrections or changes required.
- Service Provider shall, within a reasonable timeframe of receiving Client’s notification, correct and submit the revised work to Client.
- Upon completion of website, Client shall communicate final approval or required changes in writing within three (3) business days. Failure to do so will result in the website being handed over to Client as is. If no monthly website maintenance package is taken by Client at such time, the Client will be responsible for complete website and maintenance thereafter. Service Provider will thereafter no longer accept any responsibility for the website and any changes or corrections to be made will be invoiced for accordingly.
COPYRIGHT, OWNERSHIP AND CONFIDENTIALITY
- A Copyright notice will be displayed at the bottom of each page of all newly designed websites.
- Client continues to own any and all proprietary information shared with Service Provider during the term of this Agreement for the purposes of the Services provided.
- Service Provider has no rights to this proprietary information and may not use it except to complete the Services.
- Upon completion of the Agreement, Client will own the final website design.
- If no monthly website maintenance package is taken by Client, the website will be handed over and Client will be responsible for complete website and maintenance after the completion of Services. Service Provider will thereafter no longer accept any responsibility for the website and any changes or corrections to be made will be invoiced for accordingly.
- Client guarantees that Client has the legal right to all elements of text, photographs, and anything else that Client provides and will not hold Service Provider liable for any third-party claims.
- During the course of this Agreement, it may be necessary for Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Service Provider in order for Service Provider to complete the Services.
- Service Provider will not share any of this proprietary information at any time, even after the Agreement is fulfilled.
- Service Provider will not use any of this proprietary information for personal benefit at any time, even after the Agreement is fulfilled.
ACCREDITATION AND PROMOTION
- Service Provider shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Service Provider in the footer on each page of all newly designed websites.
- Service Provider retains the right to reproduce, publish and display the completed work in Service Provider’s portfolio and website and other media for the purposes of recognition of creative excellence or professional advancement.
- If Client cancels without just cause after invoice has been paid, Client will NOT be refunded.
- If Client fails to provide needed information, materials and approvals within three (3) business days. and delays have not been communicated by Client in writing; the Agreement will be cancelled and Client will NOT be refunded and website will NOT be handed over to Client.
- For monthly Services, one (1) calendar month’s written notice of cancellation is required.
LIMITATION OF LIABILITY
- Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery.