In this Agreement the following words and expressions shall have the following meanings:
The Client shall pay Design380 Ltd 50% of the agreed work fee upon acceptance of the quotation unless otherwise agreed. Design380 Ltd reserves the right not to begin any Project until the said deposit has been paid in full.
Design380 Ltd shall be entitled to immediately restrict, suspend or terminate without notice, the Client’s access to and use of the Website upon breach of any part of this agreement whatsoever including without limitation the non-payment of any sums as and when they fall due until payment is made in full.
If the Client cancels a Project at any time prior to final delivery Design380 Ltd shall be entitled to its reasonable losses and expenses incurred to the date of cancellation.
Ongoing maintenance or amendments if required to be done by Design380 Ltd will be charged at an hourly rate unless this is included in the quote. Maintenance fees will be assessed on an hourly basis at an hourly rate set by Design380 Ltd. Ongoing SEO updates are not included unless specified or paid for in an original quotation.
Design380 Ltd takes no responsibility for the functionality or maintenance of the Project after the Work has been completed. Errors both technical and typographical attributable to Design380 Ltd will be corrected free of charge. Design380 Ltd reserves the right to charge a reasonable fee for correction of errors for which Design380 Ltd is not responsible for, including but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Design380 Ltd by the Client.
Design380 Ltd warrants completing of a Project in accordance with its Standard Terms and Conditions to the specifications previously agreed with by the Client. Design380 Ltd will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Design380 Ltd will not undertake changes to the specifications of the Project which would increase the cost, without prior written authorization from the Client.
Final payment is due within 30 days of Project completion. If the Project is held up by the client for assets not provided then final payment is due within 30 days of receipt of invoice and the Project will continue once we have received assets from the client.
On completion of the Project, the Client will be notified and have the opportunity to review the Project. The Client should notify Design380 Ltd, in writing or by Email, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Project which has not been reported as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, the Project cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% balancing payment will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Design380 Ltd to remedy any points reported by the Client as unsatisfactory, and Design30 Ltd considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Design380 Ltd can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
The Client is to supply all materials and information required for Design380 Ltd to complete the Project in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the Project, Design380 Ltd has the right to extend previously agreed deadlines for the completion of the Project by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the Project for more than 21 days, Design380 Ltd has the right to invoice the Client for any part or parts of the Project already completed.
If payment has not been received by the due date, Design380 Ltd has the right to suspend ongoing work for the Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 30 days after the due date, Design380 Ltd has the right to replace, modify or remove the Website and revoke the Client’s license of the Work until full payment has been received. By revoking the Client’s license of the Work or removing the web site from the Internet, Design380 Ltd does not remove the Client’s obligation to pay any outstanding monies owing.
All Intellectual Property Rights of whatever nature in material devised by Design380 Ltd including all Graphics and Software Code written by Design380 Ltd and its employees will belong to Design380 Ltd free of any interest of the Client or any third parties.
Any code that is written by Design380 Ltd may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Design380 Ltd. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Design380 Ltd or their suppliers owns the copyright. Design380 Ltd acknowledges the intellectual property rights of the Client. Information passed in written form to Design380 Ltd, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
Proposals made by Design380 Ltd to potential Clients should be treated as trade secrets and remain the property of Design380 Ltd. Such Proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Design380 Ltd. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
Once Design380 Ltd has received full payment of all outstanding invoices and the Project has been approved by the Client then the Client will be granted a license to use the Website and its contents.