Regarding production of creative work
STANDARD TERMS OF AGREEMENT: ORGANIC DESIGN cc
1. Interpretation
Except in a context indicating that some other meaning is intended,
1.1 “Client” is Organic Design Studio's client as indicated in the Agreement attached hereto;
1.2 “Confidential information” is any information of whatever nature, which has been, or may be obtained by either of the parties from the other, whether in writing or in electronic form, or pursuant to discussions between the parties, or which can be obtained by examination, testing, visual inspection or analysis, including without limitation, scientific, financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas, analyses, concepts, compilations, studies and other material prepared by or in the possession or under control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition; any dispute between the parties resulting from this Agreement;
1.3 “Effective date” is the date specified as being the effective date in the Agreement attached hereto;
1.4 “Fee” is the fee/amount specified in the Invoice attached hereto;
1.5 “Parties” are the parties to this Agreement;
1.6 “Organic Design Studio” is Organic Design CC, being a company duly incorporated in terms of the Company Laws of South Africa;
1.7 “Services” are those described in the invoice and Agreement to which these Terms and Conditions form part;
1.8 Expressions in the singular also denote the plural, and vice versa;
1.9 Words and phrases denoting natural persons refer also to juristic persons, and vice versa;
1.10 Clause headings appear in this Agreement for purposes of reference only and shall not influence the proper interpretation of the subject matter.
1.11 This Agreement shall be interpreted and applied in accordance with South African law.
2. Parties in receipt of Confidential Information
Parties in receipt of Confidential Information shall employ diligent efforts to maintain the secrecy and confidentiality of all Confidential Information received (in accordance with the Agreement) and pursuant to the services as described in the invoice. Confidential Information may only be disclosed for purposes of the service and parties shall immediately cease using the Confidential Information and promptly return all tangible embodiments of the Confidential Information on completion of the work.
3. Type of Service
Organic Design Studio agrees to provide the services to the Client as described in the Invoice and Agreement to which it forms part. In this regard Organic Design Studio warrants that its entire professional staff has the necessary skills, experience and expertise required to render the services agreed upon.
4. Fee/Cost of Services and related issues
4.1. The Client will pay the fee, as well as all additional fees, to Organic Design Studio by no later than the 30th day after receipt of the Invoice incidental thereto.
4.2. Invoiced accounts that remain unpaid beyond the aforementioned 30 days shall be levied at an additional 5% interest and shall be levied at an additional and escalated 5% on the outstanding amount for every month that the account remains unpaid.
4.3. All quoted prices are net amounts and shall exclude Value Added Tax (VAT).
4.4. The Client shall confirm and submit their VAT number on approval of the quotation.
4.5. Organic Design Studio may request a deposit/payment of 50% of the quoted amount before commencement of the project. Payment of this amount shall be accompanied by a signed quotation and proof of payment by manner of facsimile.
4.6. The Quotation is based on the Client's specifications and is subject to final site of all required material delivered and may be adjusted accordingly.
4.7 The Quote is subject to change due to level of content detail and creation.
4.8 Deposits are non-refundable.
4.9 It is specifically agreed that commencement of the project shall not take place until Organic Design Studio is in receipt of the proof of payment.
4.10 It is specifically agreed that by entering into this Agreement, the Client binds itself for the payment of the agreed amount in full and shall not derogate in any way from its responsibility to effect payment in terms of this agreement.
5. Period of Performance
5.1 The contract shall commence and terminate on the dates specified in the Agreement or until Organic Design Studio has completed the work it is obliged to in terms of the Quotation, whichever is the earlier.
5.2 The work shall be deemed to be to have been completed when the client receives the invoice therefore.
5.3 The invoice shall be deemed to be received by the Client once a copy thereof has been successfully sent to the client by facsimile transmission or e-mail.
5.4 Organic Design Studio shall include two working hours of design changes. Any additional changes shall be levied on an hourly basis.
5.5 The Client shall supply all audio, images, text and relevant content timeously. Organic Design Studio reserves the right to alter deadlines should the aforementioned data not be received timeously.
6. Acceleration of Payments
The balance of the purchase price shall immediately become due and payable, if the Client breaches any provision of the Agreement or these Terms and Conditions and fails to remedy the breach within 7 (seven) days thereof;
7. Real Rights
All design work including editable data remains the property of Organic Design until full payment is received unless original material or concept purchase arrangements have been approved.
8. Breach
The client may cancel this Agreement by giving 30 (THIRTY) days written notice to such effect to Organic Design in the event of Organic Design breaching any of the responsibilities and duties as agreed to with the client, subject to the client having first given Organic Design 14 (FOURTEEN) days prior written notice to remedy such breach, and provided that Organic Design fails to remedy such breach within the said 14 (FOURTEEN) day period.
9. Client's obligations and warranties
(in addition to obligations referred to elsewhere in this Agreement)
9.1 To provide Organic Design Studio and/or subsidiaries with such information and support which they may require to fulfill their obligations in terms of this Agreement.
9.2 The client warrants and represents to Organic Design Studio that it has the right to enter into the Agreement and grant the rights and meet the obligations contained therein;
9.3 That neither the Work nor entering into this Agreement will impair or violate anyone else's rights including but not limited to rights of privacy, rights of publicity, defamation or infringement of copyright or any other rights;
9.4 The Client is solely liable for complying with any laws, taxes and tariffs applicable to the project in any way, or any other services contemplated herein and will hold harmless, protect and defend Organic Design Studio and its subsidiaries from any claim, suit, penalty, tax, fine or tariff arising from the Client's exercise of internet electronic commerce and / or failure to comply with any such laws, taxes and tariffs.
9.5 The client shall hold harmless Organic Design Studio or any of its subsidiaries, shareholders, officers and directors against any claims, demands, costs, and damages, including attorney's fees emanating from the project and work completed at the instruction of the Client., whether such a claim is pursued by civil action, persecution or settlement. Such indemnity shall include any action taken against the client regarding any content, images or artwork supplied by or for the respective client.
10. Arbitration
Any dispute, difference or question which may arise at any time hereafter between Organic Design Studio and the Client touching the true construction of this Agreement or the rights and liabilities of the parties hereto shall, unless otherwise herein expressly provided, be referred to the decision of a single arbitrator to be agreed upon between the parties, or, in default of agreement for 7 (SEVEN) days, to be appointed at the request of any party in accordance with, and subject to, the provisions of the Arbitration Act 42/1965 or any statutory modification or re-enactment thereof for the time being in force. Each such arbitration will be held, subject to any direction on the arbitrator, in an informal manner without any pleadings or discovery of documents, and without it being necessary to observe the strict rules of evidence.
11. Suretyship Undertaking
The signatory/signatories of this Agreement warrants / warrant his / her / their authority to enter into this Agreement and the signatory / signatories also binds / bind himself / herself / themselves as surety / sureties and co-principle debtor/s in solidum with the Client to Organic Design Studio for the due fulfillment of all or any of the obligations of the Client to Organic Design Studio as may be incurred from time to time. The Surety / Sureties hereby waives / waive any benefit which he / she / they is / are entitled to in law, including the benefits of excussion, division, cession of action and de doubus vel pluribus reis debidendi, the meaning and full force and effect of which he / she / they know and understand.
12. General
12.1 This Agreement, together with all attachments hereto, contains the entire Agreement between the parties, and neither party shall be bound by any undertakings, representations or warranties not recorded herein.
12.2 No alteration, cancellation, variation of, or addition hereto will be of any force or effect unless reduced to writing and signed by the parties.
12.3 No waiver of any of the Terms and Conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
12.4 The parties choose as their domicilium citandi et executandi for this purpose of this Agreement the addresses mentioned in the Application Form.
12.5 Organic Design Studio is entitled to retain any of the Client's files or papers which are in its possession until all fees, charges, or expenses due to Organic Design Studio or any person engaged by it in connection with the Client's matter, have been paid.
12.6 In the event that any of the provisions of this agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.
Shortened version on quotations and invoices
1. All prices are nett and exclude Value Added Tax.
2. A 50% deposit on placement of order, balance on final delivery. Deposits are non refundable.
3. A signed invoice and fax proof of payment of the entire 50% deposit is necessary for project commencement.
4. All design work remains the property of Organic Design until fully paid. Once artwork is completed, final payment is due in 7 days.
5. All editable data remains in the property of Organic Design cc unless original material or concept purchase arrangements have been approved.
6. The first 2 design changes are included in the price, however any additional changes will be charged for accordingly.
7. All audio, images, text and relevant content to be supplied by client. Confirmation of VAT no. to be supplied on approval of quotation.
8. Organic Design cc will not be held liable for any legal action taken against a client regarding any content/images supplied by/for the respective client.
9. This quotation is based on your specifications and is subject to final sight of all required material delivered and may be adjusted accordingly.
10. Please note that this quote is subject to change due to level of content detail and creation.
11. We are now BEE compliant and have a level 4 BEE score. Any procurement from us can be claimed at the rate of 100% of any qualifying spend with us.
12. Quotation valid for 30 days. Late accounts will be levied with an escalation charge. Please visit our website for the full version of our Terms & Conditions.
Website Terms & Conditions
IT IS IMPORTANT TO NOTE THAT THE USE OF THIS WEB SITE IS SUBJECT TO THE TERMS AND CONDITIONS OF USE SET OUT BELOW. BY USING THIS SITE THE USER AGREES TO OBSERVE ALL TERMS & CONDITIONS OF USE, INCLUDING ANY PRIVACY OR OTHER POLICIES WHICH MAY APPEAR ELSEWHERE ON THIS WEB SITE.
Definitions
“Organic Design” means Organic Design CC
“user” means any person accessing any part of the web site
Use of this site
1. Use of this web site is at the sole risk of the user.
2. Unless otherwise indicated, users are welcome to copy, download or print out any of the visible text or images on this site for personal and non- commercial use.
3. Commercial use or other non-personal use may, at the discretion of Organic Design, be permitted upon request.
A request for permission can be submitted by e-mailing create@organicdesignstudio.com
Contact information
4. Please submit any query in respect of these Terms & Conditions or the use of this web site to us in any of the following ways.
Web site owner: Organic Design CC.
Registered Number: 2003/050352/23
Members: Julian Hibbert; Rikki van Zyl
Tel: +27 (11) 234 6107
Fax: +27 (11) 234 6107
E-mail: create@organicdesignstudio.com
Physical Address: Organic Design, Rivonia Square, c/o 9 th Avenue and Rivonia Boulevard, Rivonia, Sandton, South Africa
Postal Address: Organic Design, P O Box 2078, Brooklyn Square, 0075, South Africa
No offer
5. This web site is intended only to provide information on Organic Design Studio. Users should regard nothing contained in this web site as an offer to do business.
Disclaimers
6. THIS ENTIRE WEB SITE, INCLUDING TEXT, IMAGES, LINKS, DOWNLOADS AND CODING, IS PROVIDED "AS IS" AND "AS AVAILABLE". ORGANIC DESIGN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO THE CORRECTNESS OR SUITABILITY OF EITHER THE WEB SITE OR THE INFORMATION CONTAINED IN IT.
7. While Organic Design takes all reasonable security precautions, no liability will lie for damage caused by the malicious use of this site or by destructive data or code that is passed on to the user through the use of this site.
8. Organic Design will pursue prosecution of and compensation from any person that delivers or attempts to deliver any destructive code to this web site or attempts to gain unauthorized access to any page on this web site.
9. Organic Design disclaims all responsibility or liability for any damages, including but not limited to direct, economic, consequential loss or loss of profits, resulting from the use of this site in any manner.
Copyright and Intellectual Property protection
10. Copyright in all information, images, source codes and other original material contained in this web site which is not attributed to a third party, is held by Organic Design. ORGANIC DESIGN ASSERTS AND RESERVES ALL ITS RIGHTS IN THIS REGARD.
Confidentiality of communications
11. FURTHER INFORMATION REGARDING THE MANNER IN WHICH WE RESPECT THE PRIVACY OF USERS' PERSONAL INFORMATION IS CONTAINED IN OUR PRIVACY POLICY.
Hyperlinks, deep links, advertising, framing
12. The express permission in writing of Organic Design is required before any hyperlink other than to the Home Page of this web site is created. Permission, if granted, will be subject to the condition that the party linking to this site alerts users to the application of these terms and conditions. Requests for permission can be mailed to create@organicdesignstudio.com
13. Permission to link to this web site is given without assumption of any liability. Organic Design reserves the right to withdraw permission granted to link to this web site at any time and for any reason.
14. Hyperlinks and/or advertisements contained on this web site and directed towards other web sites or users are provided without any warranties or endorsements as to the content, suitability, accuracy or security of the site linked to. This web site in no manner controls or edits the content of sites or pages linked to.
Use of the sites or pages linked to is accordingly exclusively at the risk of the user.
15. The express permission in writing of Organic Design, which may be subject to conditions, is required before this site, any of its pages and/or any of the information contained on the site is framed. Requests for permission can be mailed to create@organicdesignstudio.com
What law governs this Agreement?
16. The user hereby agrees that the law applicable to these terms and conditions of use (including competition rules and privacy policies), its interpretation and any matter or litigation arising from it will be the law of South Africa .
17. This web site is owned, hosted and maintained within the Republic of South Africa .
18. Users of this web site are encouraged to familiarise themselves with the South African law relating to electronic communications and transactions as contained in the Electronic Communications and Transactions Act 25 of 2002.
Consent to jurisdiction
19. The user consents to the jurisdiction of the Magistrate's Court having jurisdiction in terms of section 28 of the Magistrate's Court Act as amended in respect of any dispute flowing from the use of this web site.
Amendment of the terms and conditions of this Agreement
20. Please note that, due to legal and other developments, we may be required to amend these Terms and Conditions of Use from time to time.
21. Organic Design will attempt to give notice of any amendments, but reserves the right to effect binding amendments, additions or deletions without notice.
Enforceability of this Agreement
22. In the event of any part of these Terms and Conditions being found to be partially or fully unenforceable, for whatever reason, this shall not effect the application or enforceability of the remainder of this Agreement.
23. These Terms of Use contain the record of the entire agreement between the user and Organic Design.
24. Failure to enforce any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision.
Privacy Policy
This web site subscribes to and complies with the voluntary privacy principles contained in the electronic communications and transactions act 25 of 2002.
Definitions
“Organic Design” means Organic Design CC.
“user” means any person accessing any part of the web site.
This Privacy Policy forms part of the Terms and Conditions of Use of this web site.
Collection of Personal Data
Where personal information (such as your name, address, telephone number and e- mail address) is submitted to the site by the user (e.g. through sending an e-mail) the following principles are observed in the handling of that information:
No information is specifically requested on this web site – all information received by Organic Design is voluntarily submitted.
Organic Design will not use the personal information submitted for any other purpose other than the efficient provision of services, including this web site, without obtaining the prior written approval of the user or unless required to do so by law.
Organic Design will not disclose any personal information regarding a user to any third party unless the prior written agreement of the user is obtained.
If information is released with the user's consent Organic Design will retain a record of the information released, the third party to which it was released, the reason for the release and the date of release, for a period of one year.
Organic Design will destroy or delete any personal information that becomes obsolete.
Note that, as permitted by the ECT Act, Organic Design may use personal information collected to compile profiles for statistical purposes and trade in these profiles. No information contained in the profiles or statistics will be able to be linked to any specific user.
Collection of Anonymous Data
In order to provide the best possible service, Organic Design uses standard technology to collect information about the use of this site. This technology is not able to identify individual users but simply allows Organic Design to collect statistics.
This web site utilises temporary or session cookies that collect the first level domain name of the user. This means that if your e-mail address is user@email.com, the cookie will collect the "email.com" part of the address.
Cookies are small pieces of information sent to the user's browser and stored on the user's hard drive. Temporary or session cookies expire and are deleted when your browser is closed
Cookies by themselves cannot be used to personally identify users.
If necessary users can alter the manner in which their browser handles cookies.
Links to other Web Sites
We have no control over and accept no responsibility for the privacy practices of any third party sites to which hyperlinks may have been provided and we strongly recommend that you review the privacy policy of any site you visit before using it further.
Security
While reasonable measures are taken to ensure the security and integrity of information submitted to this site, Organic Design can not under any circumstances be held liable for any loss or other damage sustained by a user or users as a result of the intentional or accidental release of information by an employee of Organic Design or any third party.
Queries
If you have any queries about this Privacy Policy please contact us by mailing create@organicdesignstudio.com