SERVICE AGREEMENT- BASIC TERMS AND CONDITIONS
Our website address is: https://designerd.co.za
1. Definitions
1.1 Definition of Services Agreement
This Services Agreement is a legally binding document that defines the relationship, rights, and obligations between the Service Provider and the Client with respect to the agreed-upon services.
1.2 Definition of Handover
Handover refers to the transfer of project deliverables, access credentials, or documentation from the Service Provider to the Client upon completion of services or as otherwise agreed.
1.3 Purpose of Sharing
The purpose of sharing information, deliverables, or intellectual property under this Agreement is to fulfill the project objectives as outlined in the scope of services. Any sharing outside of this purpose must be agreed upon in writing.
1.4 Confidentiality and Non-Solicitation
The Service Provider and the Client agree to maintain the confidentiality of proprietary and sensitive information shared during the course of this Agreement. The Client further agrees not to solicit the Service Provider’s staff, contractors, or vendors for separate work or employment during the term of this Agreement and for a period of 5 years after its conclusion.
1.5 Exclusivity of the Relationship
The Client agrees to work exclusively with the Service Provider for the agreed-upon services during the term of this Agreement. Any deviation must be approved in writing.
1.6 Profit Sharing and Compensation
In cases where the collaboration results in profit-sharing arrangements, specific terms and percentages will be defined in an addendum to this Agreement.
1.7 Payment Terms
- Payment will be made as follows:
- A non-refundable deposit of ZAR [refer to invoice] is required before the commencement of work of any handovers
- The remaining balance of ZAR [refer to invoice] will be paid upon the completion and delivery of services on a monthly basis.
- All monthly maintenance payments are due by the 25th of each month, at the latest.
- Discounted rates, if offered, are contingent on specified deliverables, timelines, client referrals or future collaboration.
1.8 Non-Payment Terms
- Failure to make payments as agreed will result in:
- Suspension of services.
- Retention of intellectual property by the Service Provider.
- Late payment penalties of [dependent on agreed contract in place] per [agreed contract time period].
- All discounted rates offered for previous services that did not culminate in the promised referrals to new clients, or the promised secured projects for Designerd will incur a fee to account for opportunity costs and lost work resulting from project planning and financial costing of project proposals. Refer to handover agreement terms and conditions.
2. Scope of Services
- The Service Provider agrees to provide the following services:
- Maintenance and key updates to the website/ branding etc. for the agreed period of time. With billing cycles running from 15th-15th. (and all that this entails, any content updates, the plugins, subscriptions, hosting, ads, adhoc requests etc.)
- For December:
- DESIGNERD works through out December, so there will not be any down time for client services during the Festive period.
- Additional services may be requested by the Client and will be subject to separate agreements and fees.
3. Fees and Payment Terms
- The Client agrees to pay:
- A non-refundable deposit of ZAR (refer to invoice) before commencement of work.
- The remaining balance of ZAR (refer to invoice) upon completion and delivery of services for monthly maintenance.
- All payments are due by the 25th of each month.
- Discounted rates, if offered, are contingent on specified deliverables, timelines, successful client referrals or future collaboration on agreed upon and secured (signed agreements) projects.
4. Intellectual Property Rights
- The Service Provider retains ownership of all intellectual property, including but not limited to designs, source code, and proprietary tools, especially for discounted rates.
- All IP created by the Service Provider belongs to the service provider, and can repurpose it for their own use. Only content provided by client (eg. Text) remains IP of the client.
- Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the completed project.
- Ownership transfer of source files or proprietary assets will incur additional fees and must be agreed upon in writing.
5. File Handover and Access
- Deliverables include extracted website content (depending on whether the Research, Content and Design was created by DESIGNERD vs Client) as specified in the project scope.
- Handover of source files or hosting credentials is not included unless explicitly agreed upon and paid for in advance.
- The Service Provider reserves the right to charge a handover fee for any additional documentation or technical work required for the transition.
6. Credits and Attribution
- The Service Provider reserves the right to include credits (e.g., “Designed by DESIGNERD PTY LTD which includes the hyperlink: https://designerd.co.za”) on the delivered website or project.
- Removal of credits will be subject to a separate fee of ZAR [refer to invoice].
7. Liability and Warranties
- The Service Provider is not responsible for issues arising from:
- Modifications made by the Client or third parties.
- Hosting or third-party integrations outside the Service Provider’s control.
- The Service Provider will provide a warranty period of the duration of this service agreement for bug fixes or technical support within the agreed scope of work, this will also incur additional costs.
8. Termination and Refunds
- Either party may terminate the agreement with written notice of 90 days.
- Refunds are not provided for completed milestones or delivered work.
- In case of termination, the Service Provider retains ownership of all intellectual property unless full payment is received.
- In case of termination, where Service Provider has provided discounts based on successful client referrals, secured future work which did not transpire, the client is liable to pay the difference for all discounts received from Service Provider.
9. Confidentiality
- Both parties agree to maintain confidentiality regarding all proprietary and sensitive information exchanged during the project.
10. Dispute Resolution
- Any disputes will first be resolved through mediation. If unresolved, disputes will be subject to arbitration in accordance with South African law.
11. General Provisions
- Governing Law: This Agreement is governed by the laws of the Republic of South Africa.
- Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements.
12. Acceptance of Terms and Conditions
By accessing, browsing, or using this website (the “Site”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, as well as our Privacy Policy. If you do not agree with any part of these terms, you must immediately cease using this Site.
Your continued use of this Site constitutes your ongoing acceptance of the Terms and Conditions when collaborating with DESIGNERD, which may be updated or amended at any time without prior notice. It is your responsibility to review these terms regularly.
Updated: 10 Oct 2022