BLACK LABEL MEDIA (PTY) LTD
STANDARD TERM AND CONDITIONS
Black Label Media (Pty) Ltd provides a variety of digital media design solutions and services for print, the Internet and website design.
Black Label Media (Pty) Ltd aspire to provide our client’s with an affordable and totally professional service ensuring their specific design requirements are met.
If a quotation is accepted and signed or verbally by the client, Black Label Media (Pty) Ltd undertakes to render the specific services contracted to the client. The client agrees that the following terms and conditions will apply to the services and together with the signed quotation or verbal agreement will form an agreement with Black Label Media (Pty) Ltd.
1. THE SERVICES RELATED TO THE CLIENT:
1. An original design or “mockup” of your new website, artwork or any other project will be presented to you within one week after we have received your 50% deposit.
2. Thereafter, limited alterations will be made to the design to ensure a satisfactory “look and feel”.
3. The content of the website, artwork or publication, such as text information and photographs, are solely the responsibility of the client.
4. Black Label Media (Pty) Ltd will only accept text information in a digital format such as Word (.doc) or Notepad (.txt) to speed up the website development process.
5. Any data capturing, scripts & active content will be charged for additionally.
6. Photographs and images used in the design-layout of your website need to be sent in a decent resolution as this greatly affect the quality of the design.
7. Black Label Media (Pty) Ltd reserves the right not to accept any content that is messy or incoherent in any way, but will provide assistance during the process.
8. Content needs to be presented in such a way that our design team knows exactly where each piece of information and each photograph have to be placed.
9. Only once we have received all the relevant content , we will take the development process further.
10. The amount of time this process may take depends on the size and intricacy of the project.
2. THE CLIENT’S OBLIGATIONS
2.1 The client knows that:
2.1.1 the services can only be rendered after the agreement has been entered into, the requested deposit paid and any documents required by
Black Label Media (Pty) Ltd have been received by them;
2.2.2 he has to pay Black Label Media (Pty) Ltd any money owed for the services.
2.2.3 The client guarantees that all information provided in the agreement and any information to be given by him in future and information given
to Black Label Media (Pty) Ltd in an instruction received electronically, will be correct in every way. The client will inform Black Label Media
(Pty) Ltd of any change in such information and will have no claims against Black Label Media (Pty) Ltd if any such information is wrong.
2.2.4. It is solely the clients obligation to check artwork prior to production. Strictly no refunds or reprints will be made after payment have been
recieved and no claims can be made agains Black Label Media (Pty) Ltd at any stage.
The client will not at any time:
2.3. transfer any of his rights under these terms and conditions without the prior written permission of Black Label Media (Pty) Ltd; and
2.4. use the services in any way that may harm Black Label Media (Pty) Ltd.
3. Black Label Media (Pty) Ltd’s OBLIGATIONS
The Client agrees that:
1. Black Label Media (Pty) Ltd will not investigate the authority of any person who uses or has used the services provided by Black Label Media (Pty) Ltd, and will not be required to investigate the correctness of any information provided by the client for the services; and
2. Once Black Label Media (Pty) Ltd has received and implemented an instruction given by the client, the client will not be allowed to change the instruction but will have to follow Black Label Media (Pty) Ltd’s normal procedures.
4. ORDERS
Project orders and instructions can be placed in writing and or verbal communication. There upon such orders shall be binding!
5. PRODUCTION
All information required for the project, including electronic text information, photographs and specifications must be provided within a reasonable time from date of agreeing to the contract and payment of the required deposit. Only once all relevant information has been received and the required deposit paid, will work on a project commence. Failure to supply content and information which may hinder completion of the project by the specified date will be billed in accordance with point 8. All changes after the agreed project specification and final approval of proofs will be billed accordingly.
6. CONTENT
The client is solely responsible for any legal liability arising out of or relating to content supplied by the client to Black Label Media (Pty) Ltd and or executed by Black Label Media (Pty) Ltd as per the client’s specification. Black Label Media (Pty) Ltd reserves the right to exclude any information or materials, in whole or in part, that it, in its sole discretion, deems to be offensive indecent, or otherwise inappropriate regardless of whether such material or its dissemination is unlawful. The client represents to Black Label Media (Pty) Ltd an unconditional guarantee that all elements of text, graphics, photos, designs, trademarks or other artwork, in data, print, audio or video form, as furnished to Black Label Media (Pty) Ltd for inclusion in a project 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 Black Label Media (Pty) Ltd from any claim or suit arising from the use of such elements furnished by the client.
7. DELIVERY
Unless otherwise agreed Black Label Media (Pty) Ltd shall deliver the work as directed by the client and the client shall pay delivery charges as appropriate. Notwithstanding paragraph 11 below, risk in the client’s work shall pass to the client on delivery of same to the client, a carrier or other person acting for Black Label Media (Pty) Ltd, whether or no Black Label Media (Pty) Ltd is instrumental in aiding such delivery through organizing the delivery from the Company’s premises. Black Label Media (Pty) Ltd will not be liable for any loss or damage resulting from delivery after the indicated completion date nor for any delays occurring subsequent to the client’s work leaving the Black Label Media (Pty) Ltd premises.
8. PAYMENT
All fees exclude VAT (@ 14%). Unless otherwise agreed in writing, all charges shall be quoted for payment by the agreed date as per project order. Any queries with regard to payment must be raised within 7 (seven) days of the payment date. Black Label Media (Pty) Ltd reserves the right to require the client to make full or part payment prior to any project being undertaken by Black Label Media (Pty) Ltd. All other payments shall be made to Black Label Media (Pty) Ltd on presentation of invoice. The invoice shall be payable within a maximum of 7 (seven) days from presentation. Without prejudice to any other remedies it may have, Black Label Media (Pty) Ltd reserves the right to charge the client interest at the best overdraft rate quoted to Black Label Media (Pty) Ltd by the First National Bank of South Africa on balances outstanding. Such interest is to accrue on a daily basis and be compounded and added to the outstanding balance at monthly intervals. A website will not be put online until final payment has been received.
9. COMPLETION OF PROJECT
It will be the sole discretion of Black Label Media (Pty) Ltd to determine when an order has been completed in accordance with the specifications and requirements of the specific agreement. Once the order has been finalized, the client will be required to sign off the completed work and make final payment of all outstanding monies.
10. TITLE
Until full payment has been received each project order being considered as a whole, all rights, title, interest created from or arising in favour of Black Label Media (Pty) Ltd from or to the work, shall remain vested in and shall be excusable by Black Label Media (Pty) Ltd (notwithstanding that Black Label Media (Pty) Ltd may have parted possession with same) and the client hereby assigns to Black Label Media (Pty) Ltd entirely any such rights, title or interest.
11. LAIBILITY AND INDEMNITY
Save as otherwise expressly provided in these terms, the client shall indemnify Black Label Media (Pty) Ltd, its directors, employees, servants, sub-contractors, agents, shareholders and any of them against any and all liabilities, actions, losses, claims, proceedings, judgments, damages, obligations, costs and any expenses of any nature whatsoever (including but not limited to legal fees, costs and expenses), made by whomsoever which may at any time be incurred by or imposed on them arising directly or indirectly out of or in connection with the acts or omissions of the client, its servants, agents or representatives, including but not limited to, claims by any third party or breach of copyright or defamation relating to any work carried out for the client. Black Label Media (Pty) Ltd shall not be liable for any loss, consequential, special, incidental, punitive or otherwise, arising directly or indirectly from the failure to supply any work agreed to be supplied by Black Label Media (Pty) Ltd to the client due to circumstances beyond its control. Black Label Media (Pty) Ltd shall not be liable for any loss, damage, costs or expense whatsoever and howsoever caused, incurred, sustained or arising from a failure to disclose such information to Black Label Media (Pty) Ltd or from incorrect and/or incomplete information furnished to Black Label Media (Pty) Ltd or from misrepresentations.
12. PROPRIETARY RIGHTS
Property in any work reduced to a permanent recorded medium provided to the client by Black Label Media (Pty) Ltd shall pass to the client in accordance with the provisions in paragraph 10 hereof, provided always that the copyright and all other intellectual property rights of whatsoever nature in the software, database and programming tools, skills, knowledge and technique (as the case may be) employed by Black Label Media (Pty) Ltd in providing the work shall be and shall remain vested in Black Label Media (Pty) Ltd and there shall be no consent or waiver in respect of such software, database and programming tools, skills, knowledge and technique.
13. ANNUAL FEES AND INCREASES
A yearly domain renewal fee will be charged in accordance with the South African domain regulator. Standard yearly increase will be applied to the agreed monthly hosting fee.
14. QUALITY
Any complaints concerning the quality of the work must be made in writing within 3 (three) days of receipt. If the client is able to satisfy Black Label Media (Pty) Ltd that defect has arisen other than through defects in the client’s materials, Black Label Media (Pty) Ltd following the client’s instruction of defects inherent in the relevant process then Black Label Media (Pty) Ltd will at its own expense use its reasonable endeavours to rectify such defects.
15. TERMINATION
Black Label Media (Pty) Ltd reserves the right (without prejudice to any of its other rights against the client) to terminate a project agreement by notice in writing to the client at any time.
16. NOTICE
Any notice to be served hereunder shall be in writing and may be served personally, by email or by post, in case of Black Label Media (Pty) Ltd at its main place of business or in the case of the client at the client’s last know address or to its registered office and shall be effective 1 (one) month from the date of receipt, if served personally.
17. WAIVER
If Black Label Media (Pty) Ltd for any reason or purpose do no not immediately enforce or implement any of its rights in terms of this agreement it does not mean that it has abandoned or waived any of those rights.
It is agreed that no indulgence whatsoever by Black Label Media (Pty) Ltd will affect the terms of this agreement or any of the rights of Black Label Media (Pty) Ltd and such indulgence shall not constitute a waiver by Black Label Media (Pty) Ltd in respect of any of its rights herein. Under no circumstances will Black Label Media (Pty) Ltd be stopped from exercising any of its rights in terms of this agreement.
If Black Label Media (Pty) Ltd cannot enforce any conditions under this agreement, it will not affect any of the other conditions in this agreement.
18. CESSION
The client shall not be entitled to cede and assign any rights and/or obligations, which it may have in terms of this agreement, to any third party, unless, consented to it in writing by Black Label Media (Pty) Ltd.
19. BREACH
In the event of a breach, Black Label Media (Pty) Ltd, shall have the right, without prejudice to any other right which it may have against the Client, to:
1. suspend or terminate the service(s) without notice and an reactivation fee will be charged.
2. cancel this agreement in any event without prejudice to Black Label Media (Pty) Ltd’s right to claim damages.
20. GENERAL
1. Black Label Media (Pty) Ltd provides no warranties or guarantees of any nature in respect of the service(s).
2. The client acknowledges having read and understood this agreement and is not entering into this agreement on the basis of any presentations not expressly set forth in it.
3. Black Label Media (Pty) Ltd shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the agreement between the client and Black Label Media (Pty) Ltd or not.
4. In the event that any provision of this agreement conflicts with any statute, ruling or order of any governmental or regulatory body from time to time, then such provision of this agreement shall be controlled by the statute, ruling or order.
5. Should any of the terms and conditions of this agreement be held to be invalid unlawful or unenforceable, such terms and conditions, will be severable from the remaining terms and conditions, which will continue to be valid and enforceable.
6. This agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.
7. You consent to us making enquiries concerning your credit history with any credit reference agency and to provide any such agency with both positive and negative information regarding the conduct of your account(s).
