Terms & Conditions
The stuff nobody really reads (but you totally should!)
The Client wishes to be provided with the Services (defined below) by the Service Provider (Storm Steen) and the Service Provider agrees to provide the Services to the Client on the terms and conditions of this Agreement.
Table of Contents
1. Key Terms
The Service Provider shall provide the services (“Services”) listed in the quotation to the Client in accordance with the terms and conditions of this Agreement.
1.2 Delivery of the Services
The Service provider requires the following time frames for each segment of the project:
- Brand strategy and design direction – 2 weeks (10 business days).
- Logo design – 2 weeks (10 business days).
- Other brand activation pieces – please inquire regarding additional time frames.
- Website design – 2 days for global design + 1 business day per page.
- Website development – 2 days for setup + 1 business day per page. Additional time may be required for advanced functionality.
- Quality testing and debugging – 2 business days.
All client feedback will be requested within 2 (two) business days of presentation to insure the project runs timeously and within your allocated calendar dates.
In order to complete these services within the allocated calendar dates (provided to The Client via email and project management board), the client must provide all assets needed for the Services before the project start date. This includes but is not limited to:
- Copy files
- Hosting details
- Contact information
Should these assets not be received in accordance with the allocated calendar dates, the Service Provider reserves the right to charge an additional fee for additional calendar days to be allocated to the project.
If the client is unresponsive or is unable to provide details/content in a timely manner we will mark the project as “archived”. This allows our teams to continue working on other projects and once the client is ready to restart there will be a 2-6 weeks lead time to re-schedule the project.
Each design service stated on the invoice is allocated up to 2 (two) inclusive revision rounds. Once the design is signed off by the client, any additional changes will be charged accordingly.
A revision is a minor alteration. A revision request narrows down the scope for future revisions to those changes and treats everything else that has not been requested to revise as agreed upon. Any additional requests that are outside this scope are considered changes in direction and are subject to additional charges.
As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services is the Service Provider’s standard rate for selected services.
The Client shall purchase licenses and subscriptions for products that are needed for the completion of the project such as premium plugins so that the ownership rights for these products will remain with the Client moving forward. The Service Provider will assist the Client in the purchase process.
Any additional hours of service will be charged at the Service Provider’s standard rates of $75 (seventy five dollars) per hour. A further discount may be offered at the discretion of the Service Provider.
An administration fee of 10% per week will be charged for late payment.
The Client agrees to pay the Price to the Service Provider on the following dates:
- 50% deposit – required before the project start date.
- 25% progress payment – required upon design signoff.
- 25% final payment – required upon project completion.
- The Service Provider shall invoice the Client for the Services that it has provided to the Client upon each due date.
- The Client shall pay such invoices within 7 days of their receipt from the Service Provider.
- The method of payment of the Price by the Client to the Service Provider shall be by EFT to:
Nedbank cheque account
Branch code: 138026
Account number: 1090318669
Swift Code: NEDSZAJJ
The deposit required to reserve dates is non-refundable unless the project is canceled within 30 (thirty) calendar days of the project start date.
Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Client under this Agreement and such shall be payable by the Client to the Service Provider in addition to all other charges payable hereunder.
2. General terms
2.1 Intellectual Property Rights
The Service Provider agrees to grant to the Client a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Client as part of the Services. In respect of the Material specifically created for the Client as part of the Services, the Service Provider assigns the full title guarantee to the Client and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material, whether finished or unfinished.
If any third party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and the Client.
For the purposes of this Clause 2.1, “Material” shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement.
The transfer of rights to intellectual property will take place only once full payment has been made by The Client. The Service Provider retains full rights to this property until final payment has been made.
The Client grants the Service Provider permissions to use images from the creative process and final product for portfolio purposes.
The Service Provider represents and warrants that:
- it will perform the Services with reasonable care and skill; and
- the Services and the Materials provided by the Service Provider to the Client under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.
2.3 Limitation of liability
Subject to the Client’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.
To the extent it is lawful to exclude the following heads of loss and subject to the Client’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
2.4 Term and Termination
This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4, until the Completion Date.
Either Party may terminate this Agreement upon notice in writing if:
- the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or
- a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Should either party fail to respond to communications from the other for a period of two weeks (14 days), this will be considered a cancellation of contract. In the event that this contract is canceled by the Client, the Client will be liable to pay for all services up to this point. Should this breach come from the Service Provider, the Service Provider will issue a refund for all services not delivered.
2.5 Relationship of the Parties
The Parties acknowledge and agree that the Services performed by the Service Provider, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
- hand on the date of such delivery or transmission; and
- electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.
- The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
- If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.
- Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
- This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
- This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
- Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of God, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other. Termination by this means will hold the delayed party responsible for any costs or fees incurred up to this point.
- This Clause 2.8 and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.
- This Agreement shall be governed by the laws of the jurisdiction South Africa and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
Updated - 01/02/2022