WEBSITE HANDOVER TERMS AND CONDITIONS

Our website address is: https://designerd.co.za

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, termination 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 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 Confidentiality and Non-Solicitation

The Client agrees not to disclose confidential information provided by the Service Provider to third parties and not to engage with the Service Provider’s clients, contractors, or vendors for a period of 10 years without prior written consent.

1.6 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.

1.7 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.

1.8 Payment Terms

  • Payment will be made as follows:
    • A non-refundable deposit of ZAR [refer to invoice] is required before the commencement of work, including the handover of materials.
    • Remaining payments will be structured based on agreed milestones or monthly maintenance terms.
  • All payments are due by the 25th of each month unless otherwise agreed.

1.9 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 25%  per week it is late.

2. Project Overview

  • Website projects are developed by the Service Provider for the Client under signed agreements
  • In cases where original development was provided at a discounted rate, based on assurances of secured future projects, or client referrals, where these projects or prospective clients do not materialise, upon termination of the services, the client is liable to pay Designerd the balance outstanding for all discoutned rates.
  • In cases where all project research, planning, proposals are completed by DESIGNERD. Under the guise that the work is on hold, or there is no budget but handed over to new service providers, the client is liable to cover the fees for all discounts Designerd has provided in “Good faith”.
  • In cases, where numerous service agreements and proposals, financial costing have been sent, but continuously result in non signing, project being put “on hold”- but proposals and financial costing being used for adding on new service providers using DESIGNERD groundwork created out of good faith due to the promise of future work, client will be liable for all discounts Designerd has provided. 
  • The result of the many projects being put on hold no only results in opportunity cost for DESIGNERD, through wasted efforts on project research, planning proposals and financial costing through sourcing various vendors, but also ruining of the DESIGNERD reputation, where work that is meant to be executed isn’t fulfilled due to internal team lack of communication or not allowing DESIGNERD direct access to the client. This leaves room for the Contracting House to not provide full information on project changes initiated by contracting house, to make it seem as if DESIGNERD has not fulfilled their role. 
  • Contracting houses need to acknowledge in writing that this work was put on hold due to the internal teams budget constraints and not that they are using DESIGNERD work to start up new services of their own based on DESIGNGERD R&D, costings and proposals. 
  • Basically, if we are a team, we are team, don’t pretend you’re working with me only to get free project planning and proposals that you can pitch to other clients and then lie to DESIGNERD to say the work is on hold. 

3. Scope of Handover

The Service Provider agrees to provide the following as part of the handover:

  • Access credentials for the website hosting account (if applicable).
  • Final versions of the website source files.
  • Documentation outlining key technical aspects of the website (e.g., plugins, themes, integrations).

The following will NOT be included in the handover unless separately agreed upon in writing:

  • Proprietary design files (e.g., PSD, Illustrator, Figma, Licensed images).
  • Custom scripts, libraries, or other hand made/digitally produced illustrations etc intellectual property.
  • Ongoing support or maintenance services.

4. Handover Fee

  • In recognition of the discounted rates and additional work required for the handover, the Client agrees to pay a one-time fee of ZAR (refer to invoice)
  • Payment must be made in full before the transfer of any info.

5. Intellectual Property Rights

  • The Service Provider retains all intellectual property rights to the website and associated source files until payment of the handover fee is received in full.
  • Upon payment, the Service Provider grants the Client a non-exclusive, non-transferable license to use the website as intended.

6. Liabilities and Warranties

  • The Service Provider will not be held liable for any issues, damages, or losses resulting from modifications made by the Client or third-party suppliers after the handover.
  • The Client assumes full responsibility for the website’s operation and maintenance post-handover.

7. Termination of Credits

  • The Client agrees that the Service Provider’s credits and branding can be removed from the website if desired by either party after the handover at an additional fee.
  • However, the new supplier may not misrepresent the website as their own original work.

8. General Provisions

  • Governing Law: This Agreement will be governed by the laws of the Republic of South Africa.
  • Dispute Resolution: Any disputes arising from this Agreement will first be resolved through mediation. If unresolved, disputes will be subject to arbitration in accordance with South African law.

Updated: 10 Oct 2022