TERMS AND CONDITIONS
BLimitless (Pty) Ltd
We will always do our best to fulfil your needs and meet your expectations. But it is important to have things written down so both you and us, know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you will not find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. We want what is best for both parties, now and in the future.
The following terms and conditions document, is a legal agreement between BLimitless (Pty) Ltd, hereafter “BLimitless” and “Client” for the purposes of providing online web services. BLimitless preferred website hosting reseller and supplier is eStart Computer Services, and will be known as the “Internet Service Provider” (ISP). These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
VPS Hosting Services
BLimitless will either secure an account with our preferred ISP on behalf of the Client, or the Client may secure the account independently. If the Client is not an advanced user of the Internet, the Client is encouraged to use the services of BLimitless to secure and maintain their account(s), this also ensures that BLimitless are able to upload the website and guarantee that the hosting platform supports all functionality. Should the Client already host a website with another hosting company but wants to move to BLimitless ISP Servers, the Clients domain/s will be transferred to and from ISP free of charge. (All web web development and maintenance services packages offered by BLimitless includes hosting)
The Client hereby authorizes BLimitless to access this account, and authorizes the Web Hosting Service Provider to provide BLimitless with “write permission” for the Clients web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The Client also authorizes BLimitless to publicize their completed website to Web search engines, as well as other Web directories and indexes, should it so deem.
Domain Name Registration
BLimitless 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 browsers Internet Explorer, Google Chrome, Mozilla Firefox latest releases. Client agrees that BLimitless cannot guarantee correct functionality with all browser software across different operating systems.
Client agrees that after the handover of files, any updated software versions of the main browsers, domain name setup changes or hosting setup changes, thereafter, may affect the functionality and display of the website. As such, BLimitless reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser soft-ware, domain name or hosting changes.
Client is aware that some advanced techniques on the Internet may require a more recent browser version and brand or plugin. Client is also aware that, as new browser versions of Internet Explorer, Google Chrome, and Firefox are developed, the new browser versions 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 base price of our agreement.
The text and graphic content of the web pages will be supplied by the Client and executed as specified by the Client in the “Website Design Intake Form”. The quotation provided includes the quantities of products, categories, photos, regular pages, etc. in the final store. Any variations to this will incur additional charges. Product web pages, products, or photos added after the store is ready for advertising to the Web will be calculated for actual time spent at the hourly rate specified below.
In short, you are hiring us to design and develop a website for the estimated total price outlined in the quotation that is attached, and these terms explain how the project will proceed.
The quotation that is attached is part of these terms and is valid for thirty (30) days from its issue date. Acceptance of Quotation by Client signature, implies that the below terms and conditions have been read, understood, and accepted by the Client.
The figures in the quote are minimum estimates for the project, set for 12 months subscription – not taking into account factors like rush fees, expenses paid on your behalf, and any changes to the project scope (all of these are explained below). If there is no change to the project scope, it is unlikely that the final amount payable will differ from our estimate.
We will do our best to meet the project deadlines outlined in the quote. That said, our ability to do this depends on you giving us everything we need to complete the project in the format that we need it, as and when we need it. You will review our work and provide feedback and approval in a timely manner too, but we recognise that creativity does not follow a schedule, so time is not of essence in the contract.
BLimitless reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. BLimitless warrants all work completed by subcontractors for this project. When subcontracting is required, BLimitless will only use industry recognized professionals.
Payment Schedule and Invoices
- You agree to stick to the payment schedule outlined in the quote, and to pay our invoices in accordance with the terms stated on the invoice, or, if no terms are stated, within fourteen (14) business days (i.e., non-weekends which are not public holidays) of receipt. Please pay for any bank charges, administrative fees, and other costs payable in connection with remitting any payments to us.
- A first payment (1/12 months) of the contract is required before project work will be scheduled to commence, unless otherwise stated/ informed. Only upon receipt of payment, will a project be opened for the services requested. Payment is accepted by our secure payment provider PayFast, through EFT (Electronic Funds Transfer), Credit Card, Debit Card, SCODE, MASTERPASS and MOBICRED, and for International Clients outside of Southern Africa, EFT only unless otherwise stated or agreed upon. No Cheque deposits will be accepted. Cash deposits will incur a 10% fee for bank charges. Once BLimitless receives the deposit, communication and the workflow process will begin / start.
The balance is due and payable once the website is developed, and the contract has been signed, where both parties agree to a 12 month instalment / payment term for the website’s development.
- BLimitless is to submit a ‘First Mock-up Draft’ of website no later than ten (10) business days after BLimitless receives signed agreement, along with down payment and initial direction from the Client (Website Design Intake Form). The Client is to provide BLimitless with all the data needed to complete the website, including such things as documents, text, company logos, and images.
Communication between BLimitless and Client is crucial during this phase to ensure that the ultimate publication will match the Clients taste and requirements.
- Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail. Once acceptance is received from the Client, work will commence to complete the project. Upon completion of the website, an approval with review form will be sent to the Client for approval and signing off the completion of the project.
- Should payment not be made within 7 days of invoicing, a late payment penalty fee % can be charged for fees outstanding.
- BLimitless reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days of notification. If case collection proves necessary, Client agrees to pay all fees incurred in that process.
- Regardless of the place of signing this agreement, Client agrees that for the purposes of venue, this contract was entered into in Rustenburg, South Africa, and any dispute will be litigated or arbitrated in Rustenburg, South Africa.
Amendments / Changes to our Work
- We provide up to 2 rounds of revisions to our work at no extra charge, as long as the changes requested do not substantially alter the original project scope, nature or purpose; and as long as you have not already given us your final approval for the piece of work concerned. Any other kinds of amendments are considered a change in the project scope, which is explained in paragraph 8 below.
BLimitless prides itself in providing quality products and excellent customer service. That is the spirit of our agreement and the spirit of BLimitless business services. To that end, we encourage input from the Client during the design process. BLimitless understands, however, that the Client may request significant design changes to pages that have already been built to the Clients specification. To that end, please note that our agreement does not include a provision for “significant page modification” or creation of additional pages more than that of our agreed page maximum. If significant page modification is requested after a page has been built to the Clients specification, we must count it as an additional page. Some examples of significant page modification at the request of the Client include:
- Developing a new table or layer structure to accommodate a substantial redesign at the Clients request.
- Recreating or significantly modifying the company logo or other graphics at the Clients request.
- Replacing more than 75% of the text to any given page at the Clients request.
- Creating a new navigation structure or changing the link graphics at the Clients request.
- Significantly reconfiguring the Clients shopping cart with new product, shipping, or discount calculation if e-commerce has been enabled and selected by the Client.
- If the Client requests significant page modification after the page maximum has been reached, a Change Request with estimated costs will be submitted for Clients approval prior to changes being done. Moderate changes, however, will always be covered during our development of the site and covered by our maintenance agreements.
You can cancel this contract at any time, by informing us in writing at least one (1) month in advance.
Likewise, we can cancel this contract any time, by informing you in writing at least one (1) month in advance.
Cancellation does not affect any benefit or right that you or us, become entitled to beforehand. So regardless of cancellation, you will have to pay us for the full amount of any outstanding invoices and for work already done but not yet invoiced
For graphic design projects, we will deliver to you the digital files containing the final project deliverables within seven (7) business days after you approve them, and after you’ve paid all outstanding invoices. The files will be delivered in PNG, JPG, PDF formats only.
For website development projects, all files that are required for the website to function properly will be uploaded to your server within a couple of business days after you approve them, and after you’ve paid all our outstanding invoices.
BLimitless and Client must work together to complete the website in a timely manner for both parties to remain profitable. We agree to work expeditiously to complete this project no later than twenty (40 business days from date of cleared 1st payment and receiving all relevant material from the Client. BLimitless, however, cannot be held liable for late completion should the Client not revert, back to us with feedback in a timely manner.
What you can do with the designs after payment of the final project invoice
If we designed a trademark (in logo and/or tagline form) as part of your project, then, as far as the trademark is concerned:
Upon payment of all your outstanding invoices for the project, and in exchange for such payment, we assign to you all right, title and interest in the trademark (except our rights against false attribution as authors under the Copyright Act, moral rights and their worldwide equivalents).
In exchange, you grant us a royalty-free and permanent licence to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions.
You’ll be entirely responsible for making sure our designs and taglines are free for you to use and register as a trademark, and that they don’t infringe anyone else’s rights – we cannot and do not accept any liability for these matters. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.
If you want to put the deliverables to additional uses, or make changes to them, additional fees will apply, and we might have to obtain additional licences from third party vendors – contact us and we’ll be happy to work out some terms with you. Otherwise we will have to look to cover us for any damage, legal fees, consequences and if you put the deliverables to additional uses without our prior authorisation.
We remain the owners of all rights in the deliverables in draft and final form, as well as of the works used to create them (except for materials that you provided, or that are owned by third parties), and are free to use them in future.
Changes to the project scope
We recognise that you may have new ideas which you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.
We understand that there may be urgent changes to the project scope that need to be carried out right away. You can request and approve an oral quote in order for us to start work on urgently needed changes, and we will follow up with an invoice later on.
Expenses paid on your behalf
You will reimburse us for costs that we incur in order to complete your project, including charges for overseas calls and faxes, shipping, government fees, taxes, levies, entertainment, transportation, visas, entrance fees, usage fees and license fees. We will include these charges in our invoices to you, so you know exactly what was involved.
We may purchase or license from third party vendors materials used in your project (including source code, work-up files, software programs, photographs, illustrations etc.). Where we license such material, the intellectual property rights in the licensed material remain the property of the third-party vendors.
The quotation attached does not cover any work that has to be rushed ahead of the project schedule, or work outside the project scope that is to be executed on a rush basis. Rush work means work that you request us to complete within one (1-2) days of your request, and does not include the development of websites in such time.
Our rush service fees are charged at a premium basis of 150% (one hundred and fifty per cent) of the amount stated in the attached quotation (or, if not previously quoted, of our standard charge) for the type of work requested.
Delays to the Project Schedule
We understand that sometimes it’s impossible to reply to emails and messages immediately, and so we don’t expect you (or us) to be able to do so. At the same time, we’ve found that keeping the momentum going produces the best results for both us and our clients.
To encourage everyone involved to do this, a delay fee of five per cent (5%) of the attached quotation amount will kick in for every seven (10) consecutive business days that either you or us goes unresponsive – not providing information, instructions, materials or anything else necessary for the project to proceed.
The maximum amount that either you or us, can claim under this clause is a sum that is equal to the quotation amount.
An Explanation of our work
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.) We call that ‘design atmosphere.’
You’ll have two or more weekly opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract.
We’re not responsible for writing or inputting any text copy. If you’d like us to write new content or input text for you, we can provide a separate estimate for that.
You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
You’ll be responsible for making sure that your website hosting specifications can support the programming language used in this project for developing your website. Also, as much as we’d like to, we can’t guarantee that our work will function with all browsers across the market or with browsers and versions developed in the future.
Software, Fonts and Raw Files
Software and fonts used for the project remain our property and will not be released to you. Likewise, project raw files will not be supplied. If you require the raw files for the project, we can provide a separate estimate for that, which includes the release of copyright to you.
Materials Provided by You
Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free licence to use them for the project and to retain copies in our business records.
We will not be responsible for any damage or consequences if the materials you provided infringe someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.
We’re sure you understand how important it is as a small business that we get paid promptly for our invoices. We rarely have any late payment issues with our clients, but we need to protect ourselves too.
So in the unlikely event that any of our invoices is not paid on time, we may charge a late fee, as stated in the T&C’s, for every seven (30) days that it remains unpaid.
We also may choose to cancel the project immediately, suspend work till payment is received (including stopping ongoing work, removing unpaid material, and taking down the website), and/or take legal action to recover our fees and any lawyer’s charges for doing so.
Our Rights before Payment of the Final Project Invoice
All originally created deliverables, including trademark logos and taglines, in draft and final form, are wholly owned by us prior to full payment of the final project invoice by you. This means that if the project is cancelled before completion, we retain ownership of everything, and no rights are granted to you to use them.
Errors and Omissions
We will use our best efforts to prevent errors and omissions from occurring in web page information. If such errors or omissions occur, please notify us, and we will correct them for free, and that will be the limit of our responsibility and liability.
Confidential Information“Confidential Information” means information that is marked as secret or confidential, or which, based on the circumstances in which it was disclosed, ought to be treated as confidential.
In the course of this project, we may receive from you (and you from us) Confidential Information. If either you or us receive from the other Confidential Information, the receiving party agrees to keep the Confidential Information secret, ensure that its agents and employees keep it secret, and not disclose it to any other person, organisation or entity (unless absolutely necessary).
However, the receiving party may use or disclose Confidential Information received from the other in order to comply with a court order, law or regulation, direction of a governmental or statutory authority. The receiving party may also use or disclose Confidential Information that entered the public domain due to no fault of that party, or that was disclosed to the receiving party by another source lawfully and without any obligation of confidentiality.
Limits on Liability
- While our aim is to deliver top quality and client satisfaction, there are some things we are unable to accept responsibility for.
We provide the deliverables to you on an as-is basis, and we make no promise or guarantee that they will be fit for, or achieve, any particular purpose.
We cannot and do not promise or guarantee that services or products purchased or licensed from third party vendors will be free from interruption or failure or that they will remain available for use for any specific period.
We will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you in any event will not exceed the amount of fees actually invoiced and paid to us in connection with the project in question.
Specifically, we will not be responsible or liable to you for damages or loss caused by:
– your use of the designs and deliverables in ways that are not covered by the licences we grant to you;
– anything done by us on your instructions, or using material you provided to us;
– any breach of these terms and conditions by you;
– any legal, governmental, contractual or other approvals that were required but which you did not obtain,
and you will keep us indemnified for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to any of these specific actions and omissions.
Neither you nor us shall be liable for failure to perform our part of the contract, if the failure is due to force majeure events (including fire, flood, earthquake, storm, hurricane, natural disaster, war, civil war, invasion, act of foreign enemies, hostilities, rebellion, terrorist activity, government sanction, change of law, strike, lockout, industrial action, embargo, sabotage, interruption or failure of electricity service, interruption or failure of transport networks or other public utilities, interruption or failure of Internet or other communication service).
No Transfer of this Contract
You cannot transfer, assign or novate this contract, the licenses given under or in connection with it, or any other parts of this contract to anyone else without our advance permission in writing, which we may choose to give subject to additional conditions.
We cannot transfer, assign or novate this contract without your advance permission in writing, except to a company or business in which we or our ultimate owners have a majority ownership interest.
Other Legal Stuff
- We are an independent contractor and not your employee, and thus, any laws by which ownership of copyright in works created by an employee is automatically transferred to the employer do not apply.
This contract and all matters arising from it are governed by South African law.
The courts of South Africa are the most appropriate and convenient courts to settle any dispute connected with this contract (including a dispute regarding the validity, existence or termination of the contract), and the courts of South Africa have exclusive jurisdiction to settle any dispute arising from or connected with this contract.
BLimitless (Pty) Ltd may amend these terms and conditions at any time without prior notice.
If for some reason part of this contract becomes unenforceable or invalid, the remaining parts will be unaffected.
A failure or delay by either party in exercising any right or benefit under this contract does not amount to a waiver of that right or benefit.
This contract will bind the parties’ respective legal personal representatives, successors and permitted assigns.
Except where expressly stated otherwise in this contract, a person who is not a party to this contract has no right under the Contracts to enforce any term of this contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
By signing this contract and or making payments, you agree to all our terms and conditions, which is effective from the most recent date that appears in the signing page and or payment date.