As used throughout this agreement:
- Client means you, your company, your business or an authorised representative thereof
- Company means 5th Place Consciousness (Pty) Ltd T/A Tech Warrior
- Design Agents means third party designers and (or) other service providers used by the Company as independent contractors
- Brief means specific instructions from the Client to the Company as to the Client's requirements for the Product and (or) Service
- Content includes, but is not limited to, items such as the following, to be included in the Product and (or) Service:
- Domain name(s)
- Look and feel
- Written content
- And the like
- Product means one of the Small Business Websites. Either one (or more) of the following versions, and the design and development thereof:
- Service means one of the Company's offerings, not a Product, including:
- Advice and (or) consultation on a Product and (or) Service
- Business card design
- Graphic design and layout
- Logo design
- Computer and (or) Smartphone support and (or) computer or network maintenance
- Domain registration, domain renewal or domain sales
- Personalised greetings and invitations
- Photography and (or) photographic services
- Social media channel design and setup
- Social media advert design and layout
- Social media marketing
- Website backup and maintenance
- Website changes
- Website security and anti-spam
- Adobe Photoshop training
- Microsoft Office training
- Computer and (or) Smartphone training
- Social media training
- WordPress training
- Proposal means the Company's understanding of the Brief together with an associated invoice communicated to the client, either in writing form and (or) electronic text form, for example email
- Work means the implementation of either one Product and (or) Service or multiple Products and (or) Services offered by the Company to the Client
- Confidential Information means confidential or proprietary technical and (or) business information and (or) material(s)
- Payment means either a non-refundable payment in full for the Work or a non-refundable deposit, the amount as outlined in the Proposal, being received into the Company's bank account.
- Effective date means the date of the Payment
- Agreed date means the date for the delivery of the Product and (or) Service
Scope of work
The Company agrees to provide the Work to the Client as set forth in the Proposal.
The Client acknowledges they shall be responsible for the following, and will do so in a reasonable and timely manner:
- Coordination of any decision-making regarding the Work with parties other than the Company
- Provision of Client Content within two (2) weeks of the Effective date and in a form suitable for reproduction or incorporation into the Work by the Company without further preparation by the Company, unless otherwise expressly provided for in the Proposal
- The Client is entitled to one set of changes to revise and modify, but not completely alter, the design, look and feel of the Work
- Final proofreading, such that in the event the Client has approved the Work but errors, such as, for example, but not limited to, typographic errors or misspellings, remain in the finished product, the Client shall incur the cost of correcting such errors
- The Client will ensure timely acceptance and sign-off, where appropriate and necessary
- Timely payment, as outlined below, for all Work engaged in with the Company
Product proofing changes
When developing the Product, the Client is entitled to one set of proofing changes upon completion of the Product. This phase of the Product development is about making sure the content that is on the site is correct. It is not a period where current content is altered and new content is added. Any proofing changes need to be submitted either in writing form and (or) electronic text form, for example, email and all in one document and (or) email. Any changes outside the scope of this phase of the Product development will be billed separately as outlined in Changes and alteration costs.
Deposit & payment
In consideration of the Work to be performed by the Company, the Client shall pay to the Company, fees in the amounts and according to the payment schedule set forth in the Proposal as per submitted invoice and (or) invoices.
Prior to the Work commencing an amount of 50% is due by the Client as a non-refundable deposit. The remaining 50% is due by the Client upon completion of the website, or within 45 days, whichever comes first.
Monthly and(or) recurring invoices will be invoiced by the 25th of each month. These need to be paid within 7 (seven) working days. Late payment may result in interest being charged to the account and (or) a possible suspension of services at the discretion of the Company.
Changes and alteration costs
Unless otherwise provided for in the Proposal, and except as otherwise provided for in these Terms and Conditions, the Client shall pay additional charges for changes as requested by the Client which are outside the scope of the Work on a time and materials basis, this being at the Company's standard hourly rate of R650. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified in the proposal. The Company reserves the right to extend or modify any delivery schedule or deadlines in the Proposal and other deliverables as may be required by such changes.
The Proposal pricing includes the Company's fee and (or) fees only. Any and all outside costs including, but not limited to, third party costs, equipment rental, photographer’s costs and fees, photography and (or) artwork licenses, prototype production costs, online access, or hosting fees, will be billed to the Client unless otherwise specified. These additional costs will be communicated to the Client either in writing form and (or) electronic text form, such as email.
All displays or publications of the Product shall bear accreditation and (or) copyright notice in the Company's name in the form, size and location as incorporated by the Company in the Product, or as otherwise directed by the Company. The Company retains the right to reproduce, publish and display the Product in the Company’s portfolios and Websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Product in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Product and, if applicable, the Work provided to the other party on its Website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s Website.
The Company retains the right to reproduce, publish and display the Service, where appropriate or applicable, in the Company’s portfolios and Websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Service in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Service and, if applicable, the Work provided to the other party on its Website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s Website.
Upon completion of the Product and the fulfilment of Costs (see below) the website as developed will be hosted at the domain name specified in the Brief, utilising the Company's hosting infrastructure. It is the joint responsibility of the Client and the Company to either:
- Register a new domain for the Product or to
- Edit the internal records of an existing domain name, thereby pointing them to the Company's hosting service or to
- Fully and completely update the Client's domain to run and work at the Company's hosting infrastructure
The Client agrees to pay the monthly subscription for the Product and hosting fees.
WordPress security service
The Company endeavours to make every reasonable effort to take the necessary security precautions to keep the Client's website secure and up-to-date. The Company, however, cannot be held liable for any damages or loss of data as a result of but not limited to: security breaches, hacks, viruses, infiltration, brute-force attacks, plugin vulnerabilities, WordPress core vulnerabilities, malware attacks, DDOS attacks, hosting provider compromises.
Should any of the above occur to the Client's website, the Company will endeavour to remedy the problem as soon as is reasonable possible.
Each party acknowledges that in connection with this Agreement it may receive certain Confidential Information from the other party. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information. Each party shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal and (or) except as may be required by the applicable law. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
Use of Design Agents
The Company shall be permitted to engage and (or) contract and (or) use Design Agents in connection with the Work. Notwithstanding, the Company shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
These Terms and Conditions shall commence upon the Effective Date and shall remain effective until the Work is complete and delivered. In the event of termination, the Company shall be compensated for the Work performed through the date of termination in the amount of any advance payment.
The Company shall not be deemed in breach of this Agreement if the Company is unable to complete the Work or any portion thereof by reason of:
- IT failure
- Internet connectivity disruption
- Traffic jams or delays
- Labour dispute
- Act of God or public enemy
- Illness or incapacity of the Company, its representatives or Design Agents
- Any local, national or international law, governmental order or regulation
- Delays in the supply of Content by the Client
- Delays in sign-off and acceptance by the Client
- Any other event beyond the Company's control
Collectively, a “Force majeure event”. Upon occurrence of any Force majeure event, the Company will, where applicable and (or) necessary, give notice to the Client of its inability to perform the Work or of the delay in completing the Work by the Agreed date. The Company will be relieved of its obligation to provide the Work by the Agreed date but shall endeavour to continue to perform its obligations as per these terms and conditions. The Client and the Company shall propose revisions to the time and date schedule for completion of the Work.
After full and final payment has been made by the Client for the Work and received by the Company, the data and graphics of the Product become and remain the property of the Client, in accordance with any relevant and appropriate third-party licencing rights. The Product remains the property of the Company.
The Client may terminate the Product(s) and (or) Service(s) of the Company at any time by providing notice to the Company either in writing form and (or) electronic text form, for example, email.
The termination process commences once the Company has acknowledged either in writing form and (or) electronic text form, for example, email, the Client's notice to terminate. Any and all outstanding monies, including any payments or deposits, owed by the Client to the Company need to be settled in full. The Company reserves the right to withhold any product and (or) service whether fully or partially completed including, but not limited to, data and (or) graphics as part of a handover process until aforesaid monies are settled.
All Work done by the Company for the Client is bound by these terms and conditions.
Terms and conditions revisions
These terms and conditions may be revised from time time at the discretion of The Company. The most current version will always be at www.techwarrior.co.za/terms-and-conditions/. If the changes are material the Company will inform the Client either via email or by posting a notice on the Company's website. By continuing to use the Work provided by the Company after these changes are effective, the Client agrees to be bound by the revised terms.
This is version 6.6 of the terms and conditions. July 2020.