Contract Terms. South Africa N1 SEO will make every effort to operate in a fair and reasonable manner at all times, and it is part of our ethos to maintain excellent relationships with our clients. Certain contractual aspects must, however, be agreed upon in order to protect both parties. By working with South Africa N1 SEO on a Web site design project, you agree to the following terms and conditions.
1. Relationship of the Parties
1.1 The parties intend that an independent contractor relationship will be created by this contract and that no partnership, joint venture, or employee/employer relationship is intended or implied.
2. Project Process and Contract Terms
2.1 South Africa N1 SEO cannot always guarantee to start work immediately on a project but will arrange a date with the client as to when work can commence. Please note that South Africa N1 SEO during the Christmas and New Year period has a Service Brown Out period, which means that during this time, we will not be taking any sites to live and doing any development work, and will only have a skeleton staff running.
2.2 The project will be run according to South Africa N1 SEO‘s Project Process. This process will be provided to you with your contract.
2.3 If South Africa N1 SEO has produced a proposal document for the project then South Africa N1 SEO will commence work once, provided you supply us with:
a) Final data, information, logos, designs, graphics, and related materials to be incorporated into the Web solution ready for publication, prior to the design call. Any further material supplied at a later date may incur an additional charge.
b) Pay the 50% deposit prior to the design call
c) Where applicable comply with all the terms of the Web Hosting Terms and Conditions.
d) Where applicable comply with all the terms of the Domain Terms and Conditions.
e) Should you decide to make design changes once the concept has been signed off then Jam88 may quote for an additional charge.
2.3 During the Web Site Development Cycle South Africa N1 SEO may at intervals place versions of the client’s Web site on one of South Africa N1 SEO‘s demonstration servers so that the client may view and comment upon the Web site’s progress, and approve design concepts and prototypes. When both South Africa N1 SEO and client 2 | Page agree that the Web site meets the criteria agreed during the projecting process, South Africa N1 SEO will invoice the client for the remainder of the amount due for the project. At South Africa N1 SEO’s discretion, South Africa N1 SEO may choose to delay publishing some clients Web sites until full payment for the Web design project has been received.
3. Acceptance Testing
3.1 You will conduct the acceptance tests on the deliverables within 2 weeks of installation to ensure that they perform in accordance with the proposal. If a deliverable does not pass the acceptance test, we will correct the failure. You will then repeat the acceptance test. Such processes shall continue until the relevant deliverable passes the acceptance test.
3.2 If during the project process you request additional or changed functionality/content from the deliverables outlined in the specification or proposal, then South Africa N1 SEO will provide a time plus materials quote which will be in addition to the cost of the Web project.
3.3 The Web Solution will be designed and tested to operate with the following PC browsers: Internet Explorer, Chrome, Firefox, Safari, and Opera.
4. Copyright
4.1 All material, both text, and images, supplied by the client and used in the construction of the client’s Web site, will remain the client’s property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws.
4.2 The copyright for all material provided by South Africa N1 SEO, such as HTML code, graphics, photographs, and text, but excluding software code, will remain the property of South Africa N1 SEO until such time as we receive full payment whereupon they will become the property of the client.
4.3 The client will be granted a single-use, single site, source code license to the software code. The client may not sell or redistribute the software code (unless such prior arrangements were made between the parties). The client may not use the software code in more than one installation. The client will be given access to the source code and may take the code to another developer for purposes of maintaining or extending the system.
4.4 The parties acknowledge that South Africa N1 SEO may accept jobs from other clients to develop Web solutions with the same or similar functionality to the Web solution provided to you and that South Africa N1 SEO may replicate and exploit all techniques, structures, designs, and individual modules of the program code used in the creation of the Web solution. or Web Hosting
5. GST
5.1 All prices are quoted exclusive of GST. GST is payable by South African residents for work done in South Africa, this cost does not apply to overseas orders.
6. Terms of Payment
6.1 An invoice for 50% of the price for the project will be provided on acceptance of the proposal. This invoice is strictly Cash on Delivery (COD) and must be paid before the project can commence.
6.2 Once the project concept design is completed and approved by the client a further 25% will be invoiced. Payment for this invoice is strictly Cash on Delivery (COD), unless otherwise arranged. Once the project is complete and approved by the client the final 25% will be invoiced. Payment for this invoice is strictly Cash on Delivery (COD), unless otherwise arranged.
6.3 If you are responsible for withholding information for completion or delaying the project, the website is then deemed payable in full after 90 days from the project stall date.
6.4 If we are forced to hand your account over to a debt collection agency for collection you will be liable for any collection costs incurred.
7. Maintenance
7.1 South Africa N1 SEO provides maintenance services for its clients; however any maintenance or updates are outside the scope of the design project. When updates are required, South Africa N1 SEO will provide time and materials-based quotes for this work. If a Web site development agreement has been signed then clauses relating to support services will be applicable.
8. Validity of the Agreement
8.1 Either party may terminate the agreement on 10 working days with written notice to the other party.
8.2 South Africa N1 SEO reserves the right to cease immediately without liability to provide the service and to terminate this agreement if you should go into liquidation or bankruptcy, or if you fail to meet any obligation in accordance with this agreement.
8.3 If at any point during the Web Site Development Cycle a client wishes to cancel, they may do so but will be invoiced an amount that South Africa N1 SEO judges to be proportional to the amount of work completed on the project.
8.4 If the total amount of work completed equals less than the 50% deposit paid by the client, South Africa N1 SEO will refund the portion of payment not used. If the total amount of work completed is more than the first 50% invoiced, South Africa N1 SEO has the right to invoice the extra hours completed.
9. Assignment and Delegation
9.1 We may assign or transfer our rights and responsibilities under this contract to another party.
9.2 We may also subcontract the performance of any of our responsibilities under this contract to another party. You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent.
10. Liabilities
10.1 You agree that South Africa N1 SEO will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the client by any other party, even though South Africa N1 SEO may have been notified of such damage or claims.
10.2 We shall not be liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations under this Agreement where such delay is caused directly or indirectly by an act of God, armed conflict, labor dispute, civil commotion, the intervention of a government, inability to obtain labor, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond our control.
10.3 You agree to defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities, and expenses (including attorneys’ fees) related to or arising out of the services provided by us to you under this agreement, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder (including malfunction of Web site/Software or Internet), or for any content submitted by you for publication by us.
10.4 If, despite the other provisions of this agreement, South Africa N1 SEO is found to be liable to you then its liability for any single event or series of related events is limited to the fees.
10.5 Due to the public nature of the Internet, all material submitted by you for publication will be considered publicly accessible. South Africa N1 SEO does not screen in advance customer material submitted to South Africa N1 SEO for publication. South Africa N1 SEO’s publication of material submitted by customers does not create any express or implied approval by Jam88 of such material, nor does it indicate that such material complies with the terms of this agreement.
11. Applicable Law
11.1 The Consumer Guarantees Act 1993 may apply to any services we provide to you if you acquire these services for personal, domestic, or household use. If this act applies, all rights you may have under it apply in addition to the rights you may have in this agreement. Nothing in this agreement will limit or exclude your rights under this act.
11.2 Where you acquire or hold yourself out as acquiring our services for the purpose of a business, then you agree that the provisions of the Consumers Guarantee Act 1993 will not apply to our service or the provision of any other services to you. This agreement shall be deemed to be an agreement made in South Africa and shall be subject to, governed by, and interpreted in accordance with the laws of South Africa.
12. Non Solicitation
12.1 During the term of this agreement or time and material engagement and for six months after expiration or termination of this Agreement or time and material engagement (“Restraint Period”), neither party will solicit for employment or engagement either directly or indirectly any person who is employed or contracted by the other party.
12.2 Each party will promptly advise the other if an employee or contractor of a party seeks to be employed or contracted by the other party prior to the Restraint Period expiring.
12.3 If the party directly employs or directs contracts with any employee of the other party (“staff member”) during the Restraint Period, such party will, upon such employment or entering into any agreement for the engagement of that staff member pay such other party and an amount equal to 100% of the staff member’s annual remuneration based upon the salary paid to them by such other party, as well as reimburse any replacement recruitment costs and losses incurred through loss of the staff member.
13. Non Waiver
13.1 Failure by any party to enforce any right or obligation with respect to any matter arising in connection with this contract shall not constitute a waiver as to that matter or any other matter either then or in the future. Any waiver of any right or obligation under this contract shall only be of any force and effect if such waiver is in writing and is expressly stated to be a waiver of a specified right or obligation under this contract.
14. Debt Recovery
14 Debt recovery proceedings will be instituted against the contracting party and the guarantor should fees due and liable not be paid in full and on time. No setoff or discounts shall be allowed and no amount shall be withheld.
14.1 Your credit rating may be affected should recovery action be taken against you.
15. Ownership
15.1 The domain name and site contents shall remain the property of South Africa N1 SEO for 12 months from the signing of the contract.
15.2 After the contract period has ended, the client may, at the client’s expense, remove their site to another host and take ownership of the domain name. All costs and actions will be for the client to undertake. South Africa N1 SEO will not impede the process in any way. A grace period of 10 days shall apply at the end of the contract to enable this to happen. At the expiration of the grace period, the site will be removed from the server and will not be recoverable directly.
15.3 Recovery from a backup or providing a copy of a backup can be undertaken for an hourly rate.