Terms And Conditions

TABLE OF CONTENTS For Project Design Online Marketing Pty (Ltd)

The Terms and Conditions mentioned on this page are put in place to protect both parties, and should be read carefully.

1. PRECEDENCE

2. DEFINITIONS

3. DURATION

4. SERVICES AND RESERVATION OF RIGHTS

5. COSTS

6. PAYMENT TERMS

7. OBLIGATIONS OF THE COMPANY

8. OBLIGATIONS OF THE CLIENT

9. CHANGE IN CIRCUMSTANCES

10. BREACH OF AGREEMENT

11. JURISDICTION AND APPLICABLE LAW

12. ADDRESS FOR RECEIPT OF NOTICES AND DOCUMENTS

13. FORCE MAJEURE

14. COSTS

15. VARIATION

16. WAIVER

17. GENERAL

18. CONFIDENTIALITY

19. WARRANTY OF AUTHORITY

20. SEVERABILITY

21. FORMALITIES

22. WHOLE AGREEMENT

 

WHEREAS the Company is a supplier of website development services, PPC maintenance services, Content Writing, Social media marketin, SEO, or any rendered services by Project Design Online Marketing;

AND WHEREAS the Company (Project Design Online Marketing wishes to provide to the Client certain services described in the written form of Agreement in relation to the development and / or maintenance of the Client’s website, and the Client wishes the Company to provide such services;

AND WHEREAS the Client is / is not a Consumer as defined herein.

THEREFORE THE PARTIES CONCLUDE THEIR AGREEMENT ON THE FOLLOWING TERMS AND CONDITIONS: –

1. PRECEDENCE

The terms and conditions of this Agreement shall take precedence over any other terms and conditions that may have been discussed by the parties.

2. DEFINITIONS

2.1 In this Agreement, unless a different intention clearly appears from the context: –

2.1.1 “Confidential Information” shall mean inter alia information, whether proprietary or not, which is deemed confidential or of a confidential nature and includes, but is not limited to:

2.1.1.1 all commercial and/or financial concepts, specifications, dates, formulae, methodologies, forecasts and marketing plans, sales, distribution and implementation plans, client lists and proprietary documentation;

2.1.1.2 all information relating to the business conducted by either party and/or its clients that is reasonably regarded as confidential, being information not in the public domain whether such information is oral or written, recorded or stored by electronic, magnetic, electro-magnetic or other form of process or otherwise in a machine readable form, translated from the original form, recompiled, made into a compilation, wholly or partially copied, modified, updated or otherwise altered, or originated or obtained by, or coming into the possession, custody, control or knowledge of the other party and/or its client/s, or any person or entity which has business relations with the other party;

2.1.1.3 any improvement, enhancement or adaptation to the aforementioned information;

2.1.1.4 the possible or likely function, purpose or application of the aforementioned information, whether in the current activities of either party and/or its client/s or field to which the activities of the party may reasonably extend from time to time; and

2.1.1.5 research and development information, business records, information and notes, processes, planning procedures, techniques or information, strategies, business and product development plans, financial statements, budgets, prices, costs and financial projections, accounting procedures or financial information, names and details of consumers, trade connections, agents and employee details;

2.1.2 “Consumer” means a natural person (human being) or a legal person (including agency, business establishment, firm, trust, partnership, association, close corporation, company) with an annual turnover or asset value at the commencement of this agreement less than R2 million;

2.1.3 “Services” shall mean those services detailed in writing hereto and rendered by the Company;

2.1.4 “Turnover” means the Consumer’s overall turnover during its previous financial year.

2.2 Any reference to a gender shall include the other genders.

2.3 Words importing natural persons shall include created entities (incorporated and unincorporated) and vice versa.

2.4 Words importing the singular shall include the plural and vice versa.

2.5 All schedules to this agreement are incorporated and form an integral part of this agreement

2.6 In the event of any conflict between the provisions of this agreement and any schedule to it, the provisions of this agreement shall prevail.

3. DURATION

3.1 This Agreement shall commence on the date of signature and/or written consent in confirmation of agreement hereof by the last signing/confirming party hereto and shall continue for a period as outlined in written agreement. Thereafter the parties shall have the right to renew the Agreement subject to consensus on any price increases, amendments to service standards, or any other matters the parties deem appropriate.

3.2 Either party shall have the right to terminate this Agreement by giving 1 (one) calendar months’ written notice of such termination to the other party, with the exception of a Consumer who is a natural person, who shall have the right set out at 3.3 hereunder.

3.3 If the Client is a Consumer and a natural person, the Client has the right to cancel this Agreement by giving the Company not less than 20 (twenty) business days’ notice in writing. If the Client cancels in terms of this clause, the Client shall remain liable for any amounts owed to the Company up to the date of cancellation, including a reasonable cancellation penalty determined at the discretion of the Company, but not exceeding the value of the outstanding amounts in terms of this Agreement at date of cancellation.

3.4 This Agreement is subject to earlier termination by the Company at any time if:

3.4.1 the Client is or becomes commercially insolvent (in that it is unable to pay its debts as and when they fall due) or commits any act that would constitute an “act of insolvency” as set out in the Insolvency Act, 1936; or 3.4.2 any change in circumstances (as compared with circumstances existing as at the commencement date as per 3.1 hereinabove) occurs in respect of the Client’s business which change will, in the sole discretion of the Company, have a material adverse effect on the ability of the Client to perform all or any of its obligations in terms of this Agreement; or 3.4.3 the Client commits any other breach of this Agreement and fails to remedy that breach within 7 (seven) days of delivery to the Client of a written notice requiring the Client to remedy that breach.

4. SERVICES AND RESERVATION OF RIGHTS 4.1 The Company shall provide the Services as defined in writing to clientele, which schedule shall be deemed to be an integral part of this Agreement at all relevant times.

4.1 Clientele is entitled to not more than 2 subject content changes on presentation of complete work as provided by Project Design Online Marketing, these changes are to be requested in writing within 5 days from notification by Project Design staff personnel regarding completing and compilation of project assigned, if changes are not submitted within due time as stated above then services rendered will be considered as complete and no further amendments will be made by Project Design Online Marketing (pty) ltd, thereafter charges for amendments will apply as stated by company.

4.2 The Client may order additional Services under this Agreement, by signing/or agreement to additional schedule(s). All additional Services shall be governed firstly by the terms and conditions of this Agreement and then by the provisions of such additional schedule(s). The additional Service(s) shall come into effect on the date so agreed to by the parties, in writing.

4.3 The Client waives its right to appoint service providers other than the Company to provide the services as defined in writing and all services similar thereto.

4.4 Save to the extent required by law, the Company shall not be liable for any damages, including but not limited to loss of income incurred by the Client or any third party, resulting from delay in delivery of the Services.

4.5 If the Client is a Consumer that the Services do not meet the particular purpose communicated by the Client have to be lodged in writing within 7 (seven) working days after delivery of the Services. If the Company does not hear from the Client within such period, the Services shall be deemed as duly delivered and accepted by the Client. Thereafter the Client cannot make any claim regarding the delivery.

4.6 With regard to Logo Design and Logo Revisions, the Company is entitled to charge for design at an hourly rate stipulated by the Company. The Client is entitled to TWO (2) Changes once the first draft of the Logo is presented to the Client. Thereafter any further changes will be charged as mention above in sentence 1 of 4.6.

5. COSTS

5.1 The cost shall be levied in accordance with written consent, which in writing shall be deemed to be an integral part of this agreement at all relevant times.

5.2 The Company shall be entitled to charge additional charges for services not covered by this Agreement, for any work carried out at the Client’s written request, where the work is to be done outside of the Company’s normal working hours, and for commercial travel and per diem expenses not included under this Agreement. Such charges shall be agreed to in writing by the parties prior to any such work being done.

5.3 All charges in our products advertised online are exclusive of Value Added Tax.

5.4 The Company will NOT make any changes beyond the scope of work initially discussed. If changes are agreed upon by both parties, an additional fee will be levied and will be paid to the Company before work continues.

5.5 Late Payments of work completed will not be accepted, and a 12 hour warning shall be given to the Client before penalty fees, which will be stipulated at a daily rate by the Company, will be incurred by the Client. Costs incurred during the delay of payment to the Company will be charged on top of this daily rate if the Company sees fit.

5.6 The Company, Project Design Online Marketing, charges an hourly rate of R300.00 per 60 minute intervals and R100.00 per 20 minutes thereafter. This is the consultancy fee and can be charged to the client where seen fit. This fee also applies to any work done at the Company’s time expense (ie. outside of working hours, which are Monday – Thursday 7am-4pm and Friday 7am – 3pm).

6. PAYMENT TERMS

6.1 In respect of website development Services, PPC Google Adwords and Content writing & Social Media Marketing services the following payment terms shall apply.

6.1.1 the Client is required to pay the 100% of the price reflected in quote issued for the Services immediately upon signature/or agreement and acceptance of this Agreement (and before the Services commence), unless otherwise stipulated.

6.1.2 the remainder of the price is to be paid immediately upon completion of the Services.

6.2 In respect of maintenance Services, the following payment terms shall apply:

6.2.1 the Company will send the Client an invoice on the completion of project as agreed immediately, reflecting all costs due in terms of this Agreement

6.2.2 the Client will make payment on all invoices by no later than (Three) days from the date in which final invoice was issued.

6.2.3 in the event that Services are discontinued as per 8.4 below, the Client will be charged a penalty of R1250-00 (One Thousand two hundred and fifty Rand), payable immediately in order for the Company to resume Services.

6.3 The Client shall pay all amounts due in terms hereof into the bank account nominated by the Company in writing.

6.4 No interest will be added to any late payment.

7. OBLIGATIONS OF THE COMPANY

The Company shall: –

7.1 Comply with all its obligations as set out in the Agreement;

7.2 Diligently, honestly, expeditiously and with reasonable care and skill carry out its duties and functions in terms of the Agreement according to the highest standards and in line with the best industry practice applicable to the type and nature of the services rendered;

7.3 Consistently provide Services of the quality required by the Client. To achieve this, the Company shall allocate and deploy responsible, skilled, competent and experienced persons to render the Services;

7.4 Abide by all reasonable orders, requests and directions of the Client and shall carry out such duties as requested and use its utmost endeavours to protect and promote the business and interests of the Client;

7.5 Observe and comply with all applicable laws, ordinances, decrees, rules and regulations and service standards relating in any manner to the performance by the Company of the obligations in terms of this Agreement;

7.6 Charge for Services as per agreement in writing hereto.

8. OBLIGATIONS OF THE CLIENT

The Client shall: –

8.1 Ensure that all assistance shall timeously be given to the Company to ensure that the terms and objectives of the Agreement are met;

8.2 Upon payment in respect of website & Google Marketing development Services, promptly and when requested deliver to the Company all pictures, written content, supporting images, logos and related media required by the Company to perform the Services. The Company will not be liable for any delays in performing the Services which result from a breach of this clause by the Client;

8.3 Not damage or tarnish or bring into disrepute, or do or omit to do anything that would reasonably be expected to damage or tarnish or bring into disrepute the Company’s goodwill, business image or reputation;

8.4 Promptly, and without deduction or set – off, make payment of all fees due in terms of the Agreement. Should payment for Services rendered not be made within 5 (five) days of due date for payment as per clause 6.2.2 hereinabove, all Services in terms of the Agreement will be discontinued until full payment has been made;

8.5 Not withhold any payment due under this Agreement because of any disputed claim in respect of the Services or with respect to any other alleged breach of this Agreement;

8.6 Be responsible for ensuring that the Services are sufficient and suitable for the Client’s purposes. If the Client is a Consumer, and the Client has informed the Company of the purpose of the Services, the Company shall be responsible for ensuring that the Services are sufficient and suitable for said purpose, and if the Services are found to be insufficient and unsuitable, the Consumer may within 10 (ten) days after the date of delivery return the Services to the Company.

9. CHANGE IN CIRCUMSTANCES

If the circumstances surrounding the fulfillment of this Agreement should alter materially from those prevailing at the time of signature or written consent of the Agreement, then the parties undertake to renegotiate such of the terms and provisions of this Agreement as may be necessary to ensure that this Agreement remains fair and equitable to each of the parties and that it continues to reflect their mutual consensus with regard to the material provisions of the Agreement.

10. BREACH OF AGREEMENT

If either party is in breach of this Agreement, then the party who has been aggrieved shall give written notice to the other party calling on it to remedy any breach of the Agreement. If the other party fails to remedy the breach within 7 (seven) days of receipt of the notice, then the aggrieved party may elect to cancel the agreement, or to demand specific performance, without prejudice to its rights to claim damages and without prejudice to any other rights it may have in law.

11. JURISDICTION AND APPLICABLE LAW

11.1 Both Parties consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings which may be brought against either of them by the other; provided that the Company shall be entitled to bring any proceedings in the High Court where such proceedings would, but for this consent, fall outside the jurisdiction of the Magistrate’s Court.

11.2 This Agreement shall be interpreted according to and governed in all respects by the law of the Republic of South Africa.

12. ADDRESS FOR RECEIPT OF NOTICES AND DOCUMENTS

12.1 The parties choose the addresses stipulated on written material of the Agreement for the receipt of any notices or documents in terms of this agreement, including any documents that may be issued by a court of law:

12.2 Either party may change the address chosen on page 1 of this Agreement on written notice to the other, provided that the address is a physical place of business or residence, and not merely a postal address or email of written consent be sent.

12.3 Every notice shall be deemed, unless the contrary is proved, to have been received:

12.3.1 If delivered by hand, on the date of delivery;

12.3.2 If sent by prepaid registered post, 7 (seven) days after the date on which the notice is posted;

12.3.3 If sent by Telefax or email, on the first business day after the date of successful transmission of the Telefax.

13. FORCE MAJEURE

13.1 Neither party shall be in breach of the Agreement, where the inability to comply with any obligation is caused by Force Majeure. Force majeure shall include, but is not limited to; war, riots, civil commotion, natural physical disaster, strike or industrial action by either party’s employees, any action by government or public authority, and circumstances wholly beyond the control of the parties.

13.2 Notice of an occurrence of force majeure shall be given to the other party as soon as possible, and shall include details of the event, and the likely effect it may have on either party’s obligations in terms of the Agreement.

13.3 Should either party be prevented from carrying out its contractual obligations for a continuous period of more than 14 (fourteen) days, this Agreement may, at the other party’s instance, be cancelled on 14 days written notice to the other party.

13.4 The Company shall be entitled during the 14 (fourteen)-day period to make such arrangements as may be necessary to ensure the continuous provision of the services. If the Company is not able to arrange for such services on a permanent basis then the Client shall be entitled at any time after the 14 (fourteen) day period to terminate the agreement forthwith on written notice to the Company.

14. COSTS

14.1 In the event of the Client breaching any obligation under this Agreement and the Company deeming it necessary to engage the services of a registered debt collector to recover any payments which may be due or payable, the Client shall be liable for:

14.1.1 Tracing agent fees (if required);

14.1.2 Fees, disbursements and expenses to which the debt collector is entitled in terms of the Debt Collectors Act;

14.1.3 Collection Commission in the amount of 10% on each instalment paid to the debt collector or paid directly to the Company following handover of the matter to the debt collector, provided that the collection commission charged shall not exceed the statutorily prescribed maximum amount.

14.2 In the event of the Client breaching any obligation under the agreement and the Company deeming it necessary to engage the services of an attorney to enforce its rights (including the right to receive payment), the infringing party shall be liable for:

14.2.1 Tracing agent fees (if required);

14.2.2 The attorney’s costs on an attorney and own client scale;

14.2.3 Collection Commission in the amount of 10% on each instalment paid to the attorney or paid directly to the Company following handover of the matter to the attorney, provided that the collection commission charged shall not exceed the statutorily prescribed maximum amount.

14.3 The Company’s attorney or debt collector (as the case may be) shall on receiving a payment from the Client, have the right to allocate such payment firstly towards disbursements incurred by the attorney or debt collector, secondly towards fees to which the attorney or debt collector is legally entitled, thirdly towards interest due to the Company and finally towards the capital amount due to the Company.

15. VARIATION

No variation, alteration or consensual cancellation of this Agreement shall be of any force or effect, unless in writing and signed by all of the parties.

16. WAIVER

No indulgence which either party may grant to the other shall constitute a waiver of any of the rights of that party, who shall not thereby be precluded from exercising any of its rights against the other party which may have arisen in the past or which might arise in the future.

17. GENERAL

17.1 Unless the context indicates otherwise the rights and obligations of any party arising from this agreement shall devolve upon and bind its successors-in-title.

17.2 Prior drafts of the Agreement shall not be admissible in any proceedings as evidence of any matter relating to any negotiations preceding the signature of the Agreement.

17.3 Neither party may cede or assign any of their rights or obligations in terms of this Agreement to any person, without the prior written consent of the other party, which consent shall not be unreasonably withheld.

18. CONFIDENTIALITY

18.1 All of the details of the Agreement shall be considered as confidential, and shall not be given in any form whatsoever to a third party, without prior written consent of the other party. This excludes any necessary information required by a third party in order to give effect to the provisions of this Agreement.

18.2 Both parties shall keep in confidence and protect Confidential Information from disclosure to third parties, as they acknowledge that unauthorised disclosure of such information may cause economic loss to the other party or its clients.

18.3 This provision 18 will survive termination, for any reason whatsoever, of this agreement.

19. WARRANTY OF AUTHORITY

19.1 Both parties, and the persons signing on behalf of the parties, warrant their authority to conclude the Agreement.

19.2 Both parties further warrant that there is nothing contrary to the Memorandum of Association, or Articles, or Founding Statement or Member’s Agreement of their respective entities, which may influence, or prevent any of the provisions of the Agreement from being enforced.

19.3 The Client warrants that its disclosure on page 3 of this Agreement as to whether it is a Consumer or not is true and correct.

20. SEVERABILITY

If any provision of the Agreement is invalid or unenforceable for any reason, it will not thereby invalidate the whole agreement, unless the provision in question goes to the heart of the Agreement. In such event, the party who is adversely affected by the invalid provision may elect to cancel the agreement; or to continue with it, or continue with it subject to agreement on any appropriate provision to replace the invalid or unenforceable one.

21. FORMALITIES

The parties agree that they will do all things and sign and agree to all terms and conditions as set out in writing and all documents necessary to give effect to the terms of the Agreement.

22. WHOLE AGREEMENT

The written Agreement constitutes the entire agreement between the parties, and no representation by any of the parties or their agents, whether made prior or subsequent to the signing or written consent of the Agreement shall be binding on any of the parties unless in writing and signed or given written consent by the parties.

Pin It on Pinterest