TERMS AND CONDITIONS FORT HARTLEY
The following terms and conditions apply to all website development / design services as provided by Fort Hartley.
The acceptance of a quotation by client signature implies that the below terms and conditions have been read, understood and have been fully accepted by the client.
In this agreement the following words have the meanings given to them hereunder:
Agreement means the entire content of this Basic Terms and Conditions document, the Proposal documents and any other invoice conditions where the parties have specifically agreed to.
Client Content means all materials, information and other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under South African Copyright Law.
Designer means Fort Hartley School for Betterment (Pty) Ltd
Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
Final Works means all creative content developed by Designer, or commissioned by Designer, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
- 1. Basic Terms and Condition
Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.
Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
Services means all services and the work product to be provided to client by Designer as described and otherwise further defined in the proposal
Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
- FEES AND CHARGES
Unless otherwise stated the prices indicated shall be in South African Rands and shall be VAT exclusive.
All social media packages are provided on a monthly or annual subscription basis and the client acknowledges that subscriptions will be automatically renewed by the company at the end of each term to avoid interruption to service.
Charges for the services to be provided by the designer and is set out in the quotation.
All quotations are valid for a period of 30 days and the designer reserves the right to alter or decline to provide a further quotation after the expiration of the 30 day period.
A non- refundable deposit of 50% of the accepted invoice balance is payable before the commencement of any work by the designer. Payment is accepted by means of Electronic Funds Transfer (EFT) and debit order only.
No cheque deposits will be accepted. Cash deposits incur a 10% bank charge fee. Once the deposit has been received by Fort Hartley, basic design concepts will begin.
The balance is due and payable on completion of the project, prior to hand over, upload to the server or release of materials.
Invoices are payable within 7 days of days of receipt. A monthly service charge of 1.5 % is payable on all overdue balances. Payments will first be credited to late payment charges and then to the unpaid balance. Fort Hartley reserved the right to decline further work on a project if there are any invoices outstanding on the client account.
The client shall also held liable for all collection, legal and any other fees incurred due to late or default payment.
Any queries on invoices must be raised by the company in writing within 5 (five) working days from the date of invoice, where after the invoice will be deemed as correct.
Any indulgences and leniency that parties may grant each other does not constitute as a waiver or a limitation of their rights and does not preclude either form exercising their rights accordingly.
- DESIGN REVIEW AND TURN AROUND TIME
Timing of services is prioritized as may be deemed necessary and the designer will undertake commercially reasonable efforts to perform services within the time specified on the invoice.
Fort Hartley will provide the client with an opportunity to review the appearance and content of the website during the designing phase and once the overall website development is completed. At the completion of the project, such materials will be deemed accepted and approved by the client unless the client has notified Fort Hartley in writing within 10 (ten) working days from date the proposal had been made available to the client for review.
The client hereby acknowledges that certain services are dependable on third party terms and conditions and that the designer cannot provide any warranties in respect of third party services and as such cannot take responsibility for any third party delays caused.
The designer is entitled to request written clarification of concerns and correction from client and the client acknowledges and agrees that the designers ability to meet any and all time schedules are dependent on the client prompt performance to provide approval, instructions or materials and that the delay in such performance by client may delay the delivery of the final project.
- ADDITIONAL COST
The client shall be responsible for any and all additional costs including, but not limited to, equipment rental, photographers costs and fees, photography and/or artwork licenses, prototype production cost, talent fees, music licenses and online access or hosting fees, will be billed to client unless specifically provided in the invoice. All additional expenses not include in the invoice must be approved by client in writing before such expenses will be incurred.
GENERAL CHANGES / AMENDMENTS
Fort Hartley prides itself in providing excellent client services and encourage input from client during the design process. The client may request significant design changes to pages that have already been built to the client’s specifications.
Unless otherwise provided for in the invoice, the client shall be charged for any additional changes requested outside the scope of the service on a time and material basis, at the designer’s standard hourly rate of R500.00 – R750.00, depending on significance of changes.
Such charges shall be in addition to all other amounts payable under the project and shall be invoice separately. Substantive changes that amount to at least 15 % of the time required to produce the final product and or the value or scope of the services, the designer shall be entitled to submit a new invoice to client for written approval.
The designer will only commence with such changes once such invoice is approved by the client. The designer further reserved the right to limit the number of design proposal and further changes due to time constraints on other projects.
- CLIENT RESPONSIBILITIES
Content of the website must be supplied by the client in Microsoft Word. DOC.or RTF format via disk or email attachment / Google Drive. If not supplied on disk or via email, additional charges may apply for typesetting and copy writing if open files are not provided.
If the client does not supply complete text (copy) and graphic content for all web pages contracted, within 4 (four) weeks of the date of the contract, the entire amount becomes due and payable. If the client has not submitted complete text and graphics within 2 (two) calendar months from date of contract, an additional continuation fee of 10 % of the total contract price.
SEO (Search Engine Optimization) projects requires the text content of the website to be sent in advance in order for the SEO to be planned and completed efficiently.
Client further acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) Coordination of any decision-making with parties other than the Designer;
(b) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
- DOMAIN NAME REGISTRATION
Fort Hartley will secure a domain name for the client at the client’s request. All charges incurred in doing so will be billed to the client as addition unless included in the included in the invoice.
If the client owns a domain name, which is authorized to move to the ISP, Fort Hartley will coordinate redirecting address to the new host, however should the client desire a specific domain address already owned by someone else, negotiations for said domain must be undertaken solely by the client.
Client agrees to take all legal responsibility for use of third party domain names, hosting and email services and hereby agrees to indemnify Fort Hartley from any claim arising from the use of the domain name, hosting and email services. Any support or payment due relating to domain name, hosting or email services are made between client and third party directly, unless otherwise agreed.
Client agrees to pass on FTP details, client panel and any other access details which Fort Hartley may require to upload website, if required as part of the project.
CROSS BORDER COMPATIBILITY
Fort Hartley shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main internet browsers latest releases. Client agrees that For Hartley cannot guarantee functionality with all browser software across different operating systems.
Client agrees that after the handover of the final project, any updated software versions of the main browsers, domain name setup changes or hosting set up changes thereafter may affect the functionality and display of the website. Fort Hartley reserves the right to quote for any work involved in changing the website design and or web site code for it to become compatible with the updated browser software, domain name or hosting changes.
Client also takes note that some advanced techniques on the internet may require a more recent browser version and brand or pug-in and as new internet browser are developed they may not be compatible. In the absence of a maintenance agreement time spent to re-code a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the quoted amount.
- MAINTENANCE AGREEMENTS
Maintenance agreements are negotiated on a client-by-client basis, as each client will have different needs.
Fort Hartley offers two kinds of Maintenance agreements:
- The monthly “Flat Rate” Maintenance contract:
The client pays a fixed monthly rate for such things such as changing prices on an item, adding additional inventory on online stores, additional; email addresses and making minor changes to a sentence of paragraphs on the website with specified maximum hours.
- The “As Needed” Maintenance contract:
A monthly chargeable agreement higher than the “Flat Rate”. No changes included but updates done accordingly.
Change requests by the client beyond limits specified will be billed at the hourly rate of and this rate shall also apply to all additional work authorized beyond the maximum specified such assist general internet education, marketing consulting, web page design, editing, modifying and assisting clients or client agents to sue web page editor. Programming charges are excluded from the maintenance packages and are charged accordingly.
Maintenance agreements exclude any additional functionality added to the website for example adding of galleries, calendars, forums, polls etc. any web site or web page redesigns, graphic designs are also excluded from the maintenance agreements. Should the client or his agent other than Fort Hartley or its members, attempt to update the website and damage the design or impair the ability of the web page to display or function properly, time to repair the website will be billed at an hourly rate and is not included as part of the updating time.
Fort Hartley may increase the hourly rate from time to time effective within a 14 (fourteen) day notice period.
- LAWS AFFECTING ELECTRONIC COMMERCE
From time to time government enact laws relating to levy taxes and tariffs affecting internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs and hold Fort Hartley and its subcontractors harmless form any claim, suit, penalty or tax, tariff arising from the clients’ exercise of the internet electronic commerce. Client also understands that Fort Hartley cannot provide any legal advice hereto.
Fort Hartley is subject to the acceptable and use policies of internet solutions, Hetzner and the World Wide Web consortium in addition to other related acceptable usage as described in the terms and conditions.
More information regarding Internet solutions and the World Wide Web (WWW) consortium can be found on their respective websites.
- RIGHTS UPON TERMINATION
Fort Hartley shall transfer, assign and make available all property and materials in their possession or subject to their control to the client upon full payment of all amounts due.
Fort Hartley also agrees to provide reasonable co-operation in arranging for the transfer or approval of third parties interests in all contracts, agreements and other arrangements with advertising media, suppliers, talents and other not then utilized and all tights and claims thereto, following appropriate release from the obligations therein.
In the event of termination, Designer shall be compensated for the services performed through the date of termination in the amount of any advance payment, a prorated portion of the fees due, or fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 50% of the total project fee.
Upon expiration or termination of the agreement each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the services, shall survive.
- OWNERSHIP TO WEB PAGES AND GRAPHICS
Copyright to the finished assembled work of web pages produced by Fort Hartley and graphics shall be vested with the client upon final payment for the project. This ownership is to include design, photos, graphics, source code, work-up files, text and any programs specifically designed or purchased on behalf of the client for the completion for the project. Stock images provided by Fort Hartley remain the property of Fort Hartley, unless purchased by the client.
All materials developed under this contract and intended for publication in the web site remain the property of Fort Hartley until such time that the client has tendered full and final payment for the work contracted. At this time all materials become the property of the client and may be used by them as desired. Should the client use material on the web before the tendered final payment, the contract is seen as breached and the appropriate penalties will apply. Fort Harley retains the right to display graphics and other web design elements as examples of their work in their portfolio.
- COPY RIGHTS AND TRADEMARKS
It is the responsibility of the client to ensure that they have the right to use intellectual property rights when they provide text, images and or other representation to the designer for incorporation into the services and he client hereby grants and agrees to procure he grant of an irrevocable license to the designer to use materials for the purpose of providing the services.
The client shall be responsible for ensuring that the contents of the materials which the client as contributed or approved are not in contravention of legislation, decency, marketing rules or any other third party rights. Fort Hartley shall be entitled to reject or delete certain materials, without incurring liability, if not properly licensed.
Fort Hartley and any third party associates agree that, except if directed by the client, it will not at any time during or after the term of the agreement disclose any confidential information. Likewise, the client agrees that it will not convey any confidential information about Fort Hartley. Each party, its agents and employees shall hold and maintain in strict confidence all confidential information, shall not disclose confidential information to any third party, and shall not use any confidential information except as may be required by a court or government authority. Notwithstanding the foregoing, confidential information shall not include any information of 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 confidentially.
All displays or publications of the project/deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’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 Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services 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.
- INDEMNIFICATION AND LIMITED LIABILITY
The Client, warrants and covenants to Designer that the Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties. The Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials and shall comply with all laws and regulations as they relate to the Services and Deliverables.
The Client further agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
The Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. Designer further represents, warrants and covenants to Client that except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and to the best of Designer’s knowledge, the Final Works provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void.
Except for the express representations and warranties stated in this Agreement, Designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.
The services and the work product of Designer are sold “as is.” In all circumstances, the maximum liability of Designer, its directors, officers, employees, design agents and affiliates (“designer parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Designer. In no event shall Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Designer, even if Designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
The designer shall not be held responsible for any downtime, interference in the form of hacking, virus, disruptions, interruptions, faulty software, third party search engines or websites on which a service is dependent or other deliveries form a third party. Fort Hartley shall use reasonable efforts to assist in remedy such interruption, if requested by client and all remedial work shall be charged accordingly to the prescribed hourly rate.
- SOCIAL MEDIA TERMS AND GUI
The Account Holder acknowledges and agrees that: Account Holders are expected to abide by generally accepted Usenet etiquette (“Netiquette”);
The Account Holder shall not use the service in a manner which:
16.1 Constitutes a violation of any law, regulation or tariff that may be offensive to Internet users in general, to the public at large or as same may be determined from time to time by Fort Hartley in its sole discretion, specifically including (but not limited to) the hosting of pornographic material, spamming, hacking and unsolicited mailing;
- Is defamatory, fraudulent or deceptive;
- Is intended to threaten, harass or intimidate;
- Tends to damage the name or reputation of Fort Hartley, its holding company, affiliates or subsidiaries; or Interferes with the use and enjoyment of Internet related services of the Account Holders of Fort Hartley.
- The Account Holder undertakes to abide by all laws applicable to copyright, re-distribution or re-sell of any data and/or information retrieved from the service and/or the Internet as specified or implied by Fort Hartley or any of the local or foreign service providers or laws governing the provisions of the service and Internet.
- The Account Holder agrees not to harm Fort Hartley, its reputation, computer systems, programming and/or other persons using Fort Hartley’s services.
- Fort Hartley may include the Account Holder’s name and contact information in directories of Fort Hartley’s service subscribers for the purpose promoting the use of the services by additional potential Account Holders.