Terms & Conditions

1.
INTERPRETATION

In these terms and conditions:


1.1.
The headings to the clauses are for reference purposes only and should not be used in the interpretation of the clauses to which they relate.
1.2.
Unless the context clearly indicates otherwise, words importing any one gender shall include the other genders, the singular includes the plural and vice versa, and natural persons include created entities (corporate or unincorporated) and vice versa.
1.3.
The following terms shall have the meanings assigned to them hereunder and related expressions shall have a corresponding meaning namely:
1.3.2.
“Client” means the same as “Customer”;
1.3.3.
“Client” means the individual or juristic person requesting to commence a business relationship with the Company, or any person at whose request or on whose behalf the Company undertakes any business and/or provides any advice, information or service
1.3.4.
“individual” or “individuals” means a natural person or persons;
1.3.5.
“juristic person” means any entity or association of natural persons, including a partnership or other body of persons, corporate or unincorporated, or a trust having three or more trustees, or a trustee which is itself a juristic person;
1.3.6.
“Conditions” means these standard terms and conditions;
1.3.7.
“confidential information” means any information that belongs to an individual or a juristic person which is not generally available to or known by others;
1.3.8.
“service provider” means any third party retained by the Company to perform any services pursuant to these Conditions; and
1.3.9.
“services” means internet web design, graphic design, HTML, CSS, JavaScript; PHP and other related computer programming languages.
1.3.10.
“the law” means the common law or any legislative enactment of any nature whatsoever, including the CPA and POPIA;
1.3.11.
“the CPA” means the Consumer Protection Act 68 of 2008, as amended from time to time;
1.3.12.
“the POPIA” means the Protection of Personal Information Act 4 of 2013, as amended from time to time;
1.3.13.
“Copyright Law” means The Copyright Act No. 98 of 1978, as amended from time to time.
2.
APPLICABILITY OF CONDITIONS
2.1.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. The Company reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
2.2.
All business undertaken by the Company is subject to its terms and conditions set out herein and which shall be deemed to be incorporated in and to be a condition of any agreement between the Company and the Client.
2.3.
Even if these conditions are not signed by the Client, it will be deemed that the Client has agreed to them upon acceptance of delivery of any goods/services from the Company.
2.4.
The Client acknowledges that he/she has read and understands the contents of these terms and conditions, and accepts it as binding.
2.5.
Copyright is retained by the Company on all design work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled. If a choice of design is presented, only one solution is deemed to be given by the Company as fulfilling the contract. All other designs remain the property of the Company, unless agreed in writing that this arrangement has been changed.
2.6.
Please note, by receiving these documents, it means that you have read it and agree to these.
3.
SERVICES PROVIDED BY THE COMPANY

The Company is an internet web design and graphic design provider offering the Client web design; graphic design; HTML; CSS; JavaScript; PHP and other related computer programming languages. The Company shall furnish professional standards of skill, care, diligence and professional judgment in the performance of its obligations under this Agreement. Search Engine Optimisation (SEO) and digital marketing services are not currently rendered by the Company.


3.1.
Content control

WEB DESIGN


3.1.1.
The Client agrees to provide the Company with any information and content required in good time to enable the Company to complete a website design or website work as part of any agreed project.
3.1.2.
The Client agrees that a HTML page built from a graphic design may not necessarily match the original design due to the difference between the display in design software and the rendering of HTML code by internet browser software. The Company agrees to try to match the design as closely as possible when building the code.
3.1.3.
Although the Company endeavors to create pages that are search engine friendly, the Company gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall the Company be held liable for any changes in search engine rankings because of using the Company’s code.
3.1.4.
If an error or issue with the design or code arises from search engine analysis, then the Company is not held liable.
3.1.5.
After site completion and full payment is received, a client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the client agrees that in doing so they assume full responsibility for any issues which may occur as a result of changing the code themselves. If the client, or a third party of their choosing, edits the website code and this results in functionality errors or the page displaying incorrectly, then the Company reserves the right to quote for work to repair the website, however the Company will not be held liable.
3.1.6.
It is imperative that the images provided by the client are the right quality, in the right format and are legally obtained. The Company will not be held liable for content supplied that is not legally obtained and the Client indemnifies, or holds harmless, the Company for the use thereof as client supplied content in any design.
3.1.7.
The Company reserves the right to assign subcontractors in whole or as part of a project if necessary.
3.1.8.
Client agrees that it is their responsibility to have regular backups of their website and software made themselves or third party services in the event of a software or hardware failure upon completion and full payment of the project.
3.1.9.
All communication between the Company and the client shall be by email or by telephone.
3.1.10.
It is the responsibility of the Client to Proof Read ALL content supplied; the Company does not, and will not, proof read any content, as everybody has their own writing styles.
3.1.11.
The company that provides the SSL Certificate validates the Client’s business and its identity before they issue the certificate to the Client. The certificate ensures that the Client’s customers can be confident that the Client has a legitimate business. It also enables the Client’s server to set up an encrypted connection between its website and its customers’ browsers, so that their billing and shipping details cannot be intercepted in the clear by a third party. The Company is available to provide assistance or suggestions on which companies can assist with SSL Certificates.
3.1.12.
All websites designed and/or developed by the Company will include a small “website by AG Creative Design” note in the footer with a link to its website. The Company is happy to provide a reciprocal link to the client’s site in its Client list. This credit to the Company shall be designed and placed in a way that has form and substance, and that is reasonably acceptable to the Client; and shall also include a hypertext link to the Company’s Website. Should clients not require such credit on their website, they can opt-out by requesting the removal thereof.
3.1.13.
While all website design and all coding is done by the Company, in rare circumstances, programming services may be delegated to another firm or independent contractor. In such a case, the client agrees to not hire, delegate, engage, employ, retain, secure the services of, contract with, or enlist the services of the firm or independent contractor for a period of 5 years following the date of this contract.
3.1.14.
Although the Company does not offer domain registration or web hosting, the Company can advise on the specifications the Client will need to get for their site, and recommend a few providers of this service to the Client.
3.1.15.
The Client shall be responsible for delivering all website content except for those items that the Company has specifically agreed to create. Client is to supply all Content (in the indicated formats above), as well as all Meta Tags and Meta Keywords, for all website pages created by the Company Should the Client not supply the respective information, the Company will insert Global Keywords and Meta Tags. The Company will not be held responsible should the said Global Keywords and Meta Tags not be suitable for the Client.
3.1.16.
The Company is hereby authorised to utilise any such subcontractors as may be reasonably required without the express permission of the Client. The Company shall use its reasonable efforts to meet the completion schedule, if such a schedule is agreed upon with the Client, however, the Client acknowledges and agrees that any changes or deviations in the specifications, site plan, mock-ups, graphics, or any other element of the Website, Client delays in fulfilling Client’s responsibilities, include delivering Site Content and promptly reviewing and commenting on completed work, will lead to delays in the completion schedule. The Company will not be held liable in any way whatsoever, should any delays be a result of the Client, as defined, but not limited to, the above.
3.1.17.
The parties acknowledge and agree that all expenses associated with the development process, including but not limited to payment of any licensing fees, software procurement, costs of purchasing graphics, photographs and other web content, materials, supplies, and all other elements of the website development shall be absorbed by the Client. These costs if any will be explained to the Client and should the Client not agree to such costs the respective content, etc., mentioned above, will not be purchased.
3.1.18.
It is the Client’s responsibility to pay all outstanding monies within the agreed upon time-frame. It is not the responsibility of the Company to supply content for the Client’s website. The Company reserves the right to take further action against the Client for the failure to pay any outstanding monies for the website design, within the agreed upon time frame.
3.1.19.
Should the Client want the website to go ‘live’ prior to a hand-over, or completion from the Company, or if the Client specifically would like the website to go ‘live’, the full outstanding payment will be deemed due immediately. Should the Client require the login details to the Administrator section of the website, the Company will not be held responsible, or liable, for any faults and / or errors on the website as the Client will be deemed to have effectively taken over said website. Should the Company have completed their portion of the website and the Client has yet to furnish content, the Company may request that all outstanding monies be paid in full and the website will be completed as per the estimate when the Client furnishes the Company with the outstanding content.

GRAPHIC DESIGN


3.1.20.
The Client agrees to provide the Company with any information and content required in good time to enable the Company to complete a design or job as part of any agreed project.
3.1.21.
The Client agrees that colour specifications are adhered to when creating the design, which is approved by the Client before any files are converted into print-ready files handed over to the Client or furnished directly to a printing company of the Client’s choosing. The Client understands and acknowledges that colour swatches of the printing company may not necessarily match the original design due to a difference between the display in design software and the rendering by the printing machinery. The Company agrees to try and match the design as closely as possible, but is not liable for any colour discrepancies due to reasons beyond its control, including circumstances arising from a third party printing supplier, including, but not limited to, colour mismatches, reprints and/or printing failures and so on.

GENERAL


3.1.22.
Price Conditions: Any “starting from” prices quoted as a minimum price is dependent on all the content (text and images) being provided upfront, and in the right formats.
3.1.23.
Substitutions: Although allowed, substitutions may affect the design fee and timeline. It is accordingly recommended that the Client contact the Company for a personalised estimate.
3.1.24.
In order to offer a competitive price for the design work, the Company has not included any content creation services as part of the standard scope of work, affording budget friendly options to clients looking to attend to non-technical aspects themselves. The price quoted for the budget-friendly package is therefore dependent on all the content to be used in the artwork being provided by the Client upfront, and in the right formats, as described below. The Company remains happy to offer its content creation services upon request and acceptance of its estimate in this regard.
3.1.25.
Any typing required will be billed for at a rate of R350p/hr.
3.1.26.
It is highly recommended that the copy provided should be in its final form with approvals from all stakeholders. Any edits to the text after the design work has begun can be made. However, these revisions will be taken into account in the total number of revisions allowed under the given design package and design fee.
3.1.27.
If edits to the copy impact on the design in any way, this may increase the original scope of work outlined in the contract, and therefore the timeline, requiring fees to be adjusted accordingly.
3.1.28.
It is imperative that the images provided by the client are the right quality, in the right format and are legally obtained. The Company will not be held liable for content supplied that is not legally obtained and the Client indemnifies, or holds harmless, the Company for the use of client supplied content in any design.
3.1.29.
Logo files and photographs shall be supplied in the following formats: GIF, JPEG, TIFF, PNG and/or PSD, written text shall be in a Microsoft Word, or .txt formats, video files shall be in .AVI, .MOV, .FLV, MPEG or MP4 format, and sound files shall be in Mp3 file format. The Client agrees to the Company’s definition of acceptable means of supplying data to the company. Text is to be supplied to the Company in electronic format as standard text (.txt), MS Word (.doc) via e-mail or WeTransfer for files larger than 2MB. Images which are supplied in an electronic format are to be provided in a format as prescribed by the Company via email or WeTransfer for files larger than 2MB. Images must be of a quality suitable for use without any subsequent image processing, and the Company will not be held responsible for any image quality which the client later deems to be unacceptable. The Company cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion or digital image processing.
3.1.30.
It is the responsibility of the Client to proof read ALL content supplied; the Company does not, and will not, proof read any content, as everybody has their own writing styles.
3.1.31.
The Company reserves the right to discontinue design and/or development of said Client’s website/design work/s until such time that payment is made. Should the Client delay payment, any and all time schedules for the website and/or design job will automatically become void.
3.2.
Web browser
3.2.1.
The Company shall make every effort to ensure sites are designed to be viewed by the majority of visitors. The Client agrees that the Company cannot guarantee correct functionality with all browser software across different operating systems.
3.2.2.
The Client agrees that after handover of files any updated software versions of the main browsers, Domain Name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, the Company reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes at their discretion, but will not be held liable.
3.3.
Keywords
3.3.1.
All keywords (to be used for on-page SEO) are to be provided by the Client before the design work can begin. Keywords are business specific and are derived from the overall business strategy; thus influencing the website content and site structure. The Company therefore recommends that keyword research be done at the planning stage of any new website.
3.4.
Content Creation Services
3.4.1.
For those clients that prefer that the Company assist with copy editing and content creation, the Company can offer the following additional services:
3.4.1.1.
Image search: via online image libraries as the most cost-effective way of finding good quality photos and illustrations. Clients will have the choice of free, amateur photos, or professional licensed stock images. The Company will work with the Client to determine a set of specific search criteria upon which the Company will conduct a search across several image libraries, and present between 8-12 of the most suitable images to the Client to choose from.
3.4.1.2.
Please note that if the Company does the search, this would incur a fee of R100 per search to cover its time spent searching. Please note that some images may require a license fee (third party fees) or be free but sometimes require attribution (i.e. a small credit line). The Company will discuss license fees with the client during the planning stage; with such fees remaining for the client's account.
3.4.1.3.
Custom illustration: if any custom illustrations / infographics / icons are required, the Company will quote for those separately based on the Client’s particular design brief.
3.4.1.4.
Copy writing /editing: If any copy writing/editing is required, the Company will quote for this separately based on the Client’s particular design brief.
3.5.
Third Party Fees
3.5.1.
Third party fees include stock image license fees, domain registration fees, web hosting fees, international bank transfer fees, printing fees (if applicable) etc. is not included in the design estimate, and is to be settled directly by the Client.
3.5.2.
Printing: printing and production costs are not included in any of the branding or print design services. However, we can help source printing quotes and oversee printing for an agreed upon handling fee.
4.
Terms of Business
4.1.
Estimates
4.1.1.
It is the Company’s pleasure to provide the Client with an estimate on any specified service. The Terms and Conditions can be read, along with, and should be regarded as incorporated into an estimate and/or invoice rendered by the Company to the Client. The Company’s Terms and Conditions can be found on the Company’s website, or be made available upon request.
4.1.2.
Estimates are valid for a period of thirty (30) days from the estimate date and shall be deemed withdrawn and cancelled if not accepted within thirty (30) days of date thereof.
4.1.3.
Charges for services to be provided by the Company are defined in the project estimate that the client receives via email. Estimates are valid for a period of 30 (thirty) days unless alternate timescales have been agreed beforehand with the client directly in writing. The Company reserves the right to alter or decline to provide an estimate after expiry of the valid timescale.
4.1.4.
Any other services on the order, which have not been included in the estimate – do not form part of the contract. The client agrees to check that the details of the estimate are indeed correct and should keep a copy for their records.
4.1.5.
Estimates are based on all content, text, images or any other relevant information supplied by the Client, in final format.
4.1.6.
Estimates may include a design brief for the requested work specifying the design requirements and web design and development methods for the specific project. Alterations to the estimate can be made within fourteen (14) days; however any alterations may result in a new estimate being issued, which will override the previously issued estimates.
4.1.7.
All estimates are reasonably considered by the Company before presenting it to the Client. Reasonable assumptions are made based on the Client’s original request as to the exact workings or technical requirements of the project. The Company therefore reserves the right to amend its estimate/s should technical requirements change or in the event where it was not previously properly communicated to the Company at the time of the Client’s original request.
4.1.8.
The estimate is only a guide of the time and labour required to complete the client’s project. Throughout the process, the Company will alert the Client to the total number of hours spent on the project by giving the client a report at 50%, 75% and 100% of the estimated hours quoted. Any labour required over the estimated amount and all communications, travel, or meetings will be billed separately at the hourly rate. The Company reserves the right to renegotiate the contract should the project go over the allotted time the Company has outlined in the Estimate. The contract is a rough estimate, and if “project creep” occurs the Company has the right to fairly renegotiate the contract and its terms.
4.1.9.
The Client shall be responsible for any increases in the Company's costs as a result of any changes to such job parameters or other material made by the Client either directly or indirectly after the date of any estimates given by the Company, and for any increase in costs by way of overtime charges if the time and date for completing a project is brought forward by the Client either directly or indirectly.
4.1.10.
All of the Company’s projects will require an advance payment of fifty (50) percent of the project estimate total before work will commence. The remaining balance will be divided into two equal parts – 25% once the final project milestone has been reached (i.e. 75% of the project completed) and the balance of 25% of the project estimate total will be due upon completion of the work prior to the release/launch of finished files/material/s (i.e. 100% of the project completed).
4.1.11.
Charges for design services to be provided by the Company will be set out in the written estimate that is provided to the Client. At the time of the Client's acceptance of this estimate, indicating acceptance of the Terms and Conditions, a deposit of 50% of the estimated fee will become immediately due. Work on the project will not commence until the Company has received this deposit. Should the project be delayed or stand still by the Client without any progress for thirty (30) working days from date of last proof supplied by the Company, a Milestone payment of 15% will be required.
4.1.12.
Errors and Omissions Excepted (E & OE)
4.2.
Preliminary Work

All work carried out, whether experimentally or otherwise, at the Client's request shall be deemed chargeable.


4.3.
Supply of Design Elements and Data

A charge may be made to cover any additional work involved where the design elements/data supplied or specified is not clear, legible, or in the prescribed format/specification to produce satisfactory results. Where material is so supplied or specified, responsibility will not be accepted for imperfect work caused by defects in the supply, format or specification. This includes any incompatibility or defects caused by differing software versions or conflicting operating systems.


4.4.
Acceptance
4.4.1.
An estimate is deemed to be accepted once signed by the Client and returned to the Company by email, together with proof of payment for the deposit as outlined in paragraphs 1.1.16. and 1.1.7. above.
4.4.2.
All accepted estimates are added to our work schedule upon receipt. The Company works on a first come, first served basis and will give preference to Clients who have paid the required deposit. A copy of the written estimate and contract is to be signed and dated by the Client to indicate acceptance and should be returned to the Company. No work on a project will commence until either document has been received by the Company.
4.4.3.
When the Client places an order to purchase a service from the Company, the order represents an offer to the Company to purchase the service which is then accepted by the Company upon furnishing the Client with an estimate for the requested service/s. The acceptance of the estimate by the client constitutes an agreement between the Company and the Client. The signed and accepted estimate by the Client constitutes a valid contract between the Company and the Client, where the client agrees and confirms that they have read, understand and agree to the Terms and Conditions as set-out herein.
4.4.4.
Additional work requested by the client, which is not specified in the agreed estimate, is subject to a separate estimate and the Company reserves the right whether to quote or accept additional work. If the Company accepts additional work it may affect timescales and overall delivery time of the project.
4.4.5.
The Company reserves the right to withdraw from contracts at any time prior to acceptance.
4.5.
Payment
4.5.1.
Unless otherwise arranged, the Company’s payment terms are as follows:
4.5.1.1.
A non-refundable deposit of 50% of the estimated project total, due and payable before the commencement of the design and/or development process.
4.5.1.2.
A 25% of the estimated project, due and payable once the final project milestone has been reached (i.e. 75% of the project completed); and
4.5.1.3.
The remaining 25% of the estimated project total on completion of the project (i.e. 100% of the project completed) and before the release of the finished material/s.
4.5.1.4.
Payments strictly via Electronic Funds Transfer (EFT) only. No cash deposits will be accepted.
4.5.1.5.
Errors and Omissions Excepted (E&OE).
4.5.2.
All work is billed either monthly or on completion of project stage, or the relevant hourly charge – R700 p/hr.
4.5.3.
For all new clients payment for the full or part amount may be requested in advance.
4.5.4.
All payments due by the Client shall be made in South African Rands, without demand, deduction or set-off by electronic funds transfer (EFT) into the company's designated banking account.
4.5.5.
The Company will on written notice to the Client advise of any changes to the Company’s bank account details.
4.5.6.
The Company will provide invoices upon completion of the project for services rendered. Invoices are payable immediately upon presentation, after which a courtesy reminder will be sent to the Client. If the invoice has not been settled within 7 days then the Company will consider the account to be overdue. Overdue accounts attract interest at 10% per annum.
4.5.7.
Once the invoice is sent to the client it must be paid by EFT, with proof of payment sent to the Company via email. The Company reserves the right to decline further work on a project if there are any invoices outstanding with the client.
4.5.8.
All invoices are submitted by email except where required otherwise by regulations or in the Company's discretion.
4.5.9.
Should the Client fail to make payment as stated above and/or fail to honour any payment arrangement that may be entered into between the Company and the Client (at the sole discretion of the Company), the Company reserves the right to suspend design and/or development, or withhold design work/s, on the client’s project and/or suspend the launch of the client’s website and/or revoke the client’s website, which may have already gone “live”, pending full payment of any and all outstanding invoices.
4.6.
Default

An account shall be considered in default if it remains unpaid for 30 days from the date of invoice. The Company shall be considered entitled to remove the Company and/or the Client material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, business cards, flyers, pamphlets, design and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the customer of its obligation to pay the due amount. Clients whose accounts in default agree to pay the Company reasonable legal expenses and third-party collection agency fees in the enforcement of these Terms and Conditions.


4.7.
Performance, Design Project Duration, Delivery or Collection

Unless otherwise agreed in writing, all times estimated for performance or delivery or availability for collection are given in good faith but are not guaranteed by the Company. Timescales for each project may vary and will be discussed with the Client before the start of each project. The Company cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds and all client-supplied content are received by the Company for the initial payment or by a date confirmed in writing by the Company. The time for performance or delivery or availability for collection shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Client. Alteration by the Client of its requirements may result in delay in performance, delivery and/or availability for collection for which the Company shall bear no liability. The Company shall not be held liable for any delay in print production and late delivery thereof as this is a service rendered by a third party.


4.8.
Design Project Completion

The Company considers the design project complete upon receipt of the Client review and formal approval. Any other service contracted on the Client’s behalf and rendered by third parties, constitute a separate project and can be treated as a separate charge.


4.9.
Sub-contracting

Unless specifically requested to the contrary, the Company shall be entitled to sub-contract any work to any third parties as it thinks fit. The Company shall not be responsible to the Client for any delays occasioned by a sub-contractor failing to meet deadlines imposed upon it by the Company for completion of any job, for any reason outside the direct control of the Company.


4.10.
Images

The Company will attempt to ensure that only royalty free images are used in custom designs. It is agreed that THE COMPANY, employees, directors and suppliers, will not be held liable for any damages, costs and expenses, including reasonable legal fees, arising out of or related issues, copyright, or trademark infringement resulting from images used upon request of the client or provided by the client


4.11.
Indemnity

The Client shall indemnify the Company in respect of all financial liability (including professional costs damages and accounts of profits) arising out of any claims made against the Company alleging infringement of any intellectual property rights if such claim arises from the use of information, inventions, ideas, designs, artwork, copy or other material provided by the Client.


4.12.
Design Credits

The Client shall indemnify the Company in respect of all financial liability (including professional costs damages and accounts of profits) arising out of any claims made against the Company alleging infringement of any intellectual property rights if such claim arises from the use of information, inventions, ideas, designs, artwork, copy or other material provided by the Client.


4.13.
Travelling

Any travelling requirements that may form part of any design brief will be discussed with the Client during the planning stage of the project and will be included as a separate charge in any given project estimate/s.


4.14.
Artwork

We prepare and check artwork for reproduction as carefully as possible. However, we do not accept responsibility for any errors caused by the Client or suppliers (for example typesetters, printers etc.) once artwork has been passed for print or production. the Company agrees to hold on behalf of the Client finished artwork or sketch work that has been created by the Company or used by the Company in furtherance of this Agreement but do not accept responsibility for any damage or loss of such artwork and sketch work held by it during the term of this Agreement.


4.15.
Client Review and Proofing of Final Project
4.15.1
The Company will provide the Client with an opportunity to review the appearance and content of all design work (including website design and development via test links) during the design phase and once completed. Upon completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies the Company otherwise prior to the website going “live” or prior to the design proof being approved by the Client.
4.15.1
The Company will provide the Client with an opportunity to review the appearance and content of all design work (including website design and development via test links) during the design phase and once completed. Upon completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies the Company otherwise prior to the website going “live” or prior to the design proof being approved by the Client.
4.15.2
To limit any possible errors in artwork, designs will not go to production until they have been approved by the Client. the Company will not be held responsible for errors if the client misses something in the proof, has reused a printed or digital proof, or if the client, during order placement, has requested the order go to production without proofing.
4.16.
Alterations
The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The Client also agrees that the Company holds no responsibility for any amendments made by any third party, before or after a design is published.
4.17.
Post project alterations
The Company cannot accept responsibility for any alterations caused by the client or a third party occurring to the client's website pages once installed or design/s once approved and released. Such alterations include, but are not limited to additions, modifications or deletions. The Company may require a once-off design/web development charge before resolving any issues that may arise.
4.18.
Rights of Refusal
The Company will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. the Company also reserves the right to refuse to include submitted material without giving reasons. Any images and/or data that the Company does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow the Company to remove the contravention without hindrance, or penalty. the Company is to be held in no way responsible for any such data being included.
4.19.
Termination and Interpretation
4.19.1.
A termination notice can also be served at any time before the end of the term of this contract by either party sending the other a written notice. The termination period shall be no less than a thirty (30) day calendar month. The Client agrees to settle the Company’s dues from the last date of the notice period. Any cancellation must be in writing and must be sent or delivered to the Company and shall be deemed effective only as at the date received by the Company. These include a recalculation of the fees based on the new delivery period and the delivered scope of work. All ideas, designs, concepts, original compositions, finished advertisements and all other works and material prepared or acquired by the Company will be assigned and given to the Client after termination of contract and settlement of all payments to the Company due for services actually performed, and subject to the terms of any license or permission pursuant to which the Company may have obtained the use of such material and to such material being in the public domain.
4.19.2.
The Company reserves the right to terminate a project with a client at any time without prior notification if it finds the client in breach of any one or more of these terms and conditions. The Company’s discovery of new information, changes, or other factors intending to circumvent it policies could result in its withdrawal. Non-co-operation; multiple missed appointments; bad or returned payments or late payments are examples of contributing factors. Should the Company initiate the withdrawal, all fees and payments will be returned, excepting fair market value for all services/products already provided. In case of withdrawal, the hourly rate is billed for all design services already provided, rounded up to the nearest half-hour.
4.19.3.
The Company shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
4.19.4.
Sketch or design work kept for over one year after the termination of this Agreement may be destroyed unless claimed.
4.20.
Cancellations
4.20.1.
Client may request that the Company cancel a project in writing via email to the Company, where the project is only deemed to be cancelled if the Company confirms that work has not already commenced on the project. If the Company has begun or completed the work and the client no longer requires the files but have agreed to the work, they are still obliged to pay the Company for the work that has already been carried out.
4.20.2.
All orders are subject to cancellation fees: 100% design fee if any work has been done. Jobs placed on hold for more than thirty (30) days will be considered cancelled and cancellation fees will apply.
4.21.
Refunds
The Company will not refund deposits for work already performed on clients design and/or web development projects that have been paid in advance. The Company will honour its obligations of service as it expects its clients to honour theirs.
4.22.
Liability and warranty disclaimer
4.22.1.
The Company provides their website and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose.
4.22.2.
The Company cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete. The Client is also referred to the Company Terms of Use in respect of its website, which is deemed to be incorporated herein.
4.22.3.
The client agrees the Company is not liable for absence of service as a result of illness or holiday.
4.22.4.
The client agrees the Company is not liable for any failure to carry out services for reasons beyond its control including but not limited to: acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government directives and/or regulations, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
4.22.5.
The Company is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
4.22.6.
On handover of files from the Company to client, the client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
4.22.7.
Whilst every effort is made to make sure files are error free, the Company cannot guarantee that the display or functionality of the design or the website will be uninterrupted or error free. If after handover of files errors are found in code the developer has created, domain name setup and hosting setup, or design, are the same as when work began, then the Company can correct these errors for the client at its own discretion, but will not be held liable for these errors.
4.22.8.
The Company may from time to time recommend to the client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. The Company reserves the right to quote for any updates as separate work. Client agrees the Company is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold the Company harmless from any demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
4.23.
Copyright and Trademarks
4.23.1
The designs; including, but not limited to, coding, original artwork, electronic proofs, print-ready PDF’s, and all other files created by the Company are protected by Copyright Law and may not be reproduced, manipulated, re-worked for other purposes, edited, submitted to any contests, or shared in any manner without the Company’s explicit written permission. The Company retains the right to make reproductions for its Portfolio, samples, self-promotion, professional completion and review, and website even if the artwork release has been purchased. The Client is referred to the Company’s Terms of Use in respect of its website, which is deemed to be incorporated herein.
4.23.2
By supplying text, images and other data to the Company for inclusion in the Client’s business cards, flyers, pamphlets, website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner. Any artwork, images, or text supplied and/or designed by the Company on behalf of the customer, will remain the property of the Company and/or its suppliers. The customer may request in writing from the Company, the necessary permission to use materials (for which the Company holds the copyright) in forms other than for which it was originally supplied, and the Company may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to the Company, the customer grants the Company permission to use this material freely in the pursuit of the design. Should the Company, or the customer supply an image, text, audio clip or any other file for use in a business cards, flyers, pamphlets, website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow the Company to remove and/or replace the file on the site. The customer agrees to fully indemnify and hold the Company free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions. Unless otherwise specified all fonts used in any design material supplied by the Company will remain property of the Company (where applicable).
4.24.
Copyright and Trademarks
Any design, copywriting, drawing, idea or code created for the customer by the Company or any of its contractors, is licensed for use by the Client and may not be modified, in any way or form without the express written consent of the Company and any of its relevant sub-contractors. All design work where there is a risk that another party make a claim, should be registered by the Client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. The Company will not be held responsible for any and all damages resulting from such claims. The Company is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold the Company responsible for any such loss or damage. Any claim against the Company shall be limited to the relevant fee(s) paid by the customer.
4.25.
Non-disclosure
The Company and any third party associates agrees that, except if directed by the client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the client agrees that it will not convey any confidential information about the Company to another party, including but not limited to the Company’s design concepts, sketches, art, electronic proofs, photography or work with outside designers, businesses, or agencies.
4.26.
Confidentiality & Privacy
The Company values and supports the Client’s right to privacy and protection of their personal information. As such, the Company will do its part to respect, promote and fulfil its clients’ rights in compliance with the Protection of Personal Information Act, No. 4 of 2013 (“POPIA”). Clients are required to read our full Privacy Policy; Cookie Policy and Terms of Use policy on our website and to contact us should any of their personal information require an update in the Company’s records; alternatively, should the Client have a request or enquiry related to the use of their personal information and/or any of the Company’s policies.
5.
Disclaimer
5.1.
The Company makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. The Company will not be held responsible for any and all damages resulting from products and/or services it supplies. The Company is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold the Company responsible for any such loss or damage. Any claim against the Company shall be limited to the relevant fee(s) paid by the Client.
5.2.
The Company reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. The Company will not knowingly perform any actions to contravene these and the Client also agrees to be so bound.
6.
Jurisdiction
6.1
This Contract and any other matters concerning the relationship between the Company and the Client shall be governed by and construed in accordance with the laws of South Africa. Any dispute that might arise between the Parties shall be finally settled by the competent courts in South Africa.
6.2
This agreement shall be governed by the laws of South Africa, which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law. Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable by law.
7.
Enter Agreement
7.1.
By signing this agreement, an estimate, or approving a job from the Company, the client acknowledges that he/she has carefully read, understands and fully agrees to be legally bound to the terms and conditions as set out herein. Any details not included in writing in this agreement are not binding upon either party. Should the details of this agreement be contested and result in litigation, the prevailing party is entitled to recovery of all reasonable legal expenses.
7.2.
These Terms and Conditions supersede all previous representations, understandings or agreements. The client's payment of a deposit constitutes an agreement to and acceptance of these Terms and Conditions, whether signed by the Client or not.
7.3.
The Company reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the Company’s website at www.agcreativedesign.co.za, or made available to the Client upon request.
7.4.
These Terms and Conditions supersede all previous representations, understandings or agreements. The client's payment of a deposit constitutes an agreement to and acceptance of these Terms and Conditions, whether signed by the Client or not.
7.5.
We may change any of these terms at any time - if you have any questions about our Standard Terms and Conditions, Privacy Policy and Terms of Use, please email our Information Officer, Charné Harris, on info@agcreativedesign.co.za.