TERMS AND CONDITIONS
BLimitless (Pty) Ltd
Acceptance of Quotation by Client signature, Subscription or Payment implies that the below terms and conditions have been read and understood and accepted by the Client.
The following terms and conditions document is a legal agreement between BLimitless (Pty) Ltd, hereafter “BLimitless” and “Client” for the purposes of hosting services; website design and development, website care & maintenance or graphics and branding design. BLimitless preferred website hosting supplier, eStart Computer Services, 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.
Standard 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, 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.
The Client hereby authorizes BLimitless to access their 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 the clients 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. Websites are designed to work with the main browsers Internet Explorer, Google Chrome, and Mozilla Firefox latest releases. Client agrees that BLimitless cannot guarantee correct functionality with all browser software across different operating systems.
Client also 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 software, 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 plug-in. 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 Website Care 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.
Online Stores Only
The text and graphic content of the web pages will be supplied by the Client and executed as specified by the Client in the “Web Page Planning Worksheet” and/or the “Store Planning Worksheet”. 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.
Client Amends / Changes
BLimitless prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of BLimitless business. 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 in excess 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 re configuring the Clients shopping cart with new product, shipping or discount calculation if an e-commerce
enabled site has been 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 also covered by our website care & maintenance plans.
Website Care & Maintenance Plans
Website Care Plans and or Website Management Plans can be negotiated on a Client-by-Client basis as each Client will have differing needs. BLimitless offers two types of Website Care & Maintenance plans.
a.) The Monthly “Flat Rate” for Website Care or Website Management Plans – The Client pays a fixed monthly rate for the incorpration of website training tutorials, Website Updates, Security Updates, Security Scans, Cloud Backups, Performance Scans, Website Reports, Google Analytics Reports and allocated support for such things as changing the price of an item, adding additional inventory to online store, addition of email addresses and making minor changes to a sentence or paragraph, etc. “Flat Rate” Plans is payable each month for website care services, and whether the ‘design time’ is used or not.
b.) The “Adhoc” Maintenance Contract – A monthly chargeable amount, higher than the “Flat Rate”, yet offering cost savings on websites with little to no changes. Charges are incurred when Client requests a change.
Changes requested by the Client beyond those limits will be billed at the hourly rate of R500.00 per hour. This rate shall also apply toward additional work authorized beyond the maximums specified above for such services as: general Internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an online store, artwork, photos, graphics services, and helping Clients learn how to use their own web
page editor. Programming charges are excluded from the maintenance agreements.
Only Management Plans include additional functionality added to the website, for example galleries, calendars, forums, polls etc. Any website or web page redesigns, graphic design, (banners, advertisements etc.) are also excluded from the management plans. Should the Client or an agent, other than BLimitless, attempt to update or manage the website and damage the design or impair the ability for the web pages to display or function properly, time to repair the web pages will be assessed at the hourly rate, and is not included as part of the updating time.
There is a one-hour minimum.
Provided that BLimitless may increase its hourly rate as provided for herein on 14 days written notice to Client.
BLimitless will provide both e-mail and telephonic support to the Clients designated representatives regarding management of the Clients website for a period of 1 month (30 days) upon completion of the website development. Additional website training tutorials will also be implemented with all website care packages. Any further support required will incur a charge.
Work Schedule & Payment Terms
A first installment/payment for projects is required before work can commence, unless otherwise stated. Only upon receipt of payment, will a project be opened for the services requested. Payment is accepted by Electronic Funds Transfer (ETF) ONLY, or PayPal for International Clients, in US Dollars unless otherwise agreed. No Cheque deposits will be accepted. Cash deposits will incur a 10% fee for bank charges. Once BLimitless receives the deposit, design concepts will commence/start.
By signing the provided quotation, both parties agree to a 12 month instalment term for website development, whereafter installments/payments will be reduced to R500.00 pm ongoing till cancelled for website hosting and Starter Website Care Services.
BLimitless is to submit a ‘First Mock-up Draft’ of website no later than ten (10) days after BLimitless receives signed quotation, along with down payment and initial direction from the Client (Website Design Brief). The Client is to provide BLimitless with all the data needed to complete the website, including text, company logo, 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 and sending back to BLimitless. Once acceptance is received from the Client, work will commence to complete the project. Upon completion of the website, an approval form will be sent to the Client. Client will supply written approval by printing and signing the approval form, which will be faxed or emailed back to BLimitless.
All payments are non-refundable and required even if deliverables are not used by client.
Should payment not be made within thirty (7) days of invoicing, a late payment penalty of R100 will be charged per month that the fees remain outstanding. BLimitless reserves the right to remove all web content from the Internet if payment is not made within thirty (7) days of invoicing. 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.
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 (30) working days from date of cleared deposit and receiving all relevant material from the Client. BLimitless, however, cannot be held liable for late completion should the Client not revert with feedback in a timely manner.
Copyright & Trademarks
The Client represents to BLimitless and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to BLimitless for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend BLimitless and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or BLimitless. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. BLimitless reserves the right to determine what is and is not pornography. The Client hereby agrees to indemnify and hold harmless BLimitless from any claim resulting from the Clients publication of material or use of those materials. It is also understood that BLimitless will not publish information over the Internet which may be used by another party to harm another.
Client agrees that it shall defend, indemnify, save and hold BLimitless harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys fees associated with BLimitless development of the Clients website. This includes liabilities asserted against BLimitless, its subcontractors, agents, clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns.
Client also agrees to defend, indemnify and hold harmless BLimitless against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Clients website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization or business.
Assignment of Project
BLimitless reserves the right to assign subcontractors to a 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.
Ownership to Web Pages and Graphics
Copyright to the finished assembled work of web pages produced by BLimitless 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 program(s) specifically designed or purchased on behalf of the Client for completion of this project. Stock Images provided by BLimitless remain the property of BLimitless, unless purchased by the Client.
All materials developed under this contract and intended for publication to the web remain the property of BLimitless until such time as Client has tendered final payment for the work described herein. At this time, all materials become the property of Client and may be used by them as desired. Should Client use materials described in this contract on the web before the tender of final payment, then this contract is breached and appropriate penalties will apply. BLimitless retains the right to display graphics and other web design elements as examples of their work in their portfolios.
Laws Affecting Electronic Commerce
From time to time governments enact laws and 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 will hold harmless, protect and defend BLimitless and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Clients exercise of Internet electronic commerce. Client also understands that BLimitless cannot provide any legal advice.
The Client agrees that BLimitless may put a byline on the bottom of the web pages establishing design and development credit if BLimitless so wishes.
Client also agrees that the website created for the Client may be included in BLimitless portfolio.
BLimitless, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about BLimitless to another party.
Rights Upon Termination of Agreement
BLimitless shall transfer, assign and make available to Client all property and materials in BLimitless possession or subject to BLimitless control that are the property of Client, subject to payment in full of amounts due, pursuant to this agreement. BLimitless also agrees to provide reasonable co-operation in arranging for the transfer or approval of third parties interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
Cancellation of the project at the request of the Client must be made by registered letter. In the event that work is postponed or cancelled at the request of the Client by registered letter, BLimmitless shall have the right to retain the original deposit. In the event this amount is not sufficient to cover BLimitless for the time and expense already invested in the project, the Client shall be liable to pay for all work completed at the hourly rate. If additional payment is due, this will be billed to the Client within seven (7) days of notification via registered letter to stop work. Final payment will be expected under the same terms as listed in point 11 above.
Cancellation of project must be submitted by registered letter to BLimitless, P.O. Box 1078, Waterfall Mall, Rustenburg, North
West, 0299. The cancellation clause of your contract may further specify:
• All materials delivered to the client to date (in connection with that specific project) must be returned.
• Use of work done in connection with the project without your consent could result in additional fees or legal action.
• You will keep all artwork, digital files, disks or CDs prepared in connection with the project, except original created artworks which remain the property of BLimitless and can be bought at an additional charge.
An account shall be considered default if it remains unpaid for 30 days from the date of invoice. BLimitless shall be considered entitled to remove BLimitless and/or the clients material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, web development and design, website care and maintenance, sub-contractors, printers, photographers and photography libraries.
Removal of such materials does not relieve the client of its obligation to pay the due amount. Clients whose accounts become default agree to pay BLimitless reasonable legal expenses and third party collection agency fees in the enforcement of these Terms and Conditions.
Any disputes arising from this contract will be litigated or arbitrated in Rustenburg, South Africa. This agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. Client hereby agree to the terms, conditions and stipulations of this agreement on behalf of his/her organization or business. This Agreement constitutes the entire understanding of both parties. Any changes or modifications thereto must be in writing and signed by both parties.
Any disputes in excess of R7000.00 (or the maximum limit for small claims court) arising out of this agreement shall be submitted to binding arbitration before a mutually agreed upon Arbitrator suitor pursuant to the rules of the South African Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration costs, reasonable attorneys fees and legal interest on any award or judgment in favour of BLimitless.
In the event that an Arbitrator cannot be mutually agreed upon, that an Arbitrator shall be appointed by the South African Arbitration Association.
The provision of this Arbitration clause shall not preclude either party from approaching a Court of competent jurisdiction on an urgency basis for any necessary interdictory and/or ancillary relief pending determination of the dispute by Arbitration as provided for in terms of this clause.
Terms and Conditions
BLimitless does not warrant that the functions contained in these web pages or the Internet website will meet the Clients requirements or that the operation of the web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with the Client. In no event will BLimitless be liable to the client of any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation or inability to operate these web pages or website, even if BLimitless has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
The agreement contained in this “Web Services Contract” constitutes the sole agreement between BLimitless and the Client regarding this project/website/service. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in the quotation will be honoured for fourteen (14) days. Continued services after that time will require a new agreement.
This agreement constitutes the entire understanding of BLimitless and Client. Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or modification thereto must be in writing and signed by both parties. The Client agrees to the terms of this agreement on behalf of his or her organization or
Domicilium Citandi et Executandi and Notices:
The parties choose as their domicilium citandi et executandi, their addresses mentioned in the attached invoice, but such domicilium may be changed by either party by written notice from such party to the other with effect from the date of receipt or deemed receipt by the latter of such notice.
Any notice, demand or other communication addressed by either party to the other at the latter’s domicilium in terms herewith, for the time being, and sent by prepaid registered post, will be deemed to be have been received by the latter on the 7th business day following the date of posting. This provision will not be construed as precluding the utilisation of other means and methods (including telefacsimile and email) for the transmission or delivery of notices, demands and other communications, but no presumption and delivery will arise if any such other means or method is used.