Our general Terms & Conditions (T&C’s) are listed below. These Terms & Conditions are required to start a new Project with SourceBranding.
Unless explicitly stated otherwise, these Terms & Conditions will apply upon commencement of your project.
“SourceBranding Agency”: Referred to as the Party who is providing work for the Client.
“Client”: Refers to the Party receiving work from SourceBranding Agency, generally yourself or your company.
“Agreement”: Agreement refers to this SourceBranding Agency General Agreement between the two Parties comprising the terms and conditions as defined in this agreement, in accordance with the Service Quote provided to the Client by SourceBranding Agency for the work to be undertaken on the Project.
“Party(ies)”: The Party, or the Parties, refers to either SourceBranding Agency and/or the Client.
“Project”: Refers to the job contracted out by the Client to SourceBranding Agency (whether paid or pro bono], as outlined in the Quote or Estimate (whether verbal or expressly written) that the Client is purchasing.
“Fees”: Fees refer to the fees for services quoted, as well as additional fees, or any other fees (whether fixed or variable) outlined in the Service Quote, and fees to cover unexpected costs. Fixed fees refer to those quoted for a fixed amount of work as outlined in the Service Quote, whereas variable fees refer to fees relating to an unspecified amount of work yet done and are subject to change.
“Code”: Refers to all back-end content, software, and technologies used and or created by SourceBranding for the Project, which SourceBranding Agency pertains full ownership of.
“Intellectual Property (IP) Rights”: Intellectual Property Rights refers to patents, trademarks, service marks, trade names, design rights, copyrights, database rights and other Intellectual Property rights whether registered or unregistered including applications for the grant of such right.
“Host Provider”: Refers to the third party who SourceBranding Agency uses for website hosting and or email connections, and is not responsible for.
“Network”: Refers to the platform that the Host Provider uses in order to connect the Clients website(s], platform(s], emails, or any other online services SourceBranding provides.
1.Intellectual Property Rights
Nothing in this agreement entitles either Party to use the other Parties name, logo, trademark, or other Intellectual Property (IP) in any way without written consent from the other Party. SourceBranding however has the right to advertise work it has completed for the Client under its Portfolio, as well as the right to add a small link to SourceBranding Agency within the Project (website, platform, etc).
SourceBranding Agency agrees that the Client owns all graphics and photos pertaining to the Client itself, such as on location photos of their store(s) or related property, their logo, and modifications to their logo or any other content they provide (up to the point where the modifications leave the content applicable to the Client).
In regards to websites created solely for the Client, SourceBranding Agency agrees that the Client has full ownership rights over the HTML pages as they appear to the public, and the Client has the right to take the HTML pages to any developer or any persons for any modifications or alterations to the front-end content as they see fit, excluding anything listed under Clause 3 (a) above, and within the terms of Clause 4 (a) below.
In regards to development mapping and platform development, SourceBranding Agency agrees that the Client shall have full ownership of manual processes specific to the Client (such as the way they interact with their clients], though this does not give the Client any ownership or IP rights over any code developed by SourceBranding, or any platforms launched or hosted by SourceBranding Agency, for which license fees may apply for continued use.
Due to the nature of the code and IP used by SourceBranding Agency for the purpose of the Clients Project, the Client agrees that all website / cloud platform hosting shall stay with SourceBranding for the Client to retain any interactive fucntionality of the website / cloud platform (other than the HTML pages as noted in Clause 3 (c) above). Unless explicitly stated otherwise, all hosting shall be managed by SourceBranding, and we require full access to a Google Analytics account collecting data for any website / cloud platforms we host.
The Client agrees they will not pass any of the back-end code, or any other IP including but not limited to graphics, photos, and any other code/technologies used or created by SourceBranding Agency for purposes of the Project, to any other developers (that are not part of SourceBranding Agency], without written authorisation from SourceBranding Agency. The Client also agrees that they will not use the code for any purposes other than the website provided by SourceBranding without written permission from SourceBranding Agency.
SourceBranding Agency agrees to keep any sensitive information or content provided by the Client strictly confidential (unless it is obliged under law to reveal such information], with the exclusion of the price and package as detailed in the Quote or Estimate provided to the Client.
4.Fees, Invoicing & Payments
All fees (whether fixed or variable) relating to the Project to be paid by the Client are set out in the Service Quote for the Client, and are exclusive of both, and fees for additional services outside of the scope of the Project unless otherwise stated. SourceBranding Agency agrees to abide by all fixed fees agreed upon in the Service Quote while working on the Project, though reserves the right to review and update variable fees from time to time.
A minimum deposit of R2000 is required for SourceBranding Agency to begin work on the Project, with a 50% balance to be paid in advance for each phase of the Project to be complete. SourceBranding also requires all fees for the Project be paid in full before the Clients website is released live and put online, unless otherwise agreed upon.
If payments are not made to SourceBranding Agency within 7 days of an invoice, unless otherwise stated or agreed, SourceBranding has the right to stop all work immediately and obtain full ownership of the Project and all related content which SourceBranding Agency is, and has been, working on for the Project, with all collection costs added to the balance.
Any fees not paid to SourceBranding Agency by their due date are subject to late penalties, and SourceBranding has the right to take further actions to claim said funds.
All hosting fees are to be paid one (1) month in advance, with the charge for a month of hosting occurring at the beginning of said month. If the Client is more than one (1) month behind hosting payments, SourceBranding has the right to discontinue hosting of the Clients website until all bills (including those to be paid in advance) are paid in full.
Development projects are developed to be compliant with the latest mainstream (standards compliant) web browsers at the time of sign-off, and the Client agrees to pay additional funds to increase development compatibility.
The Client agrees that service charges (such as hosting) may vary without notice (for services not yet consumed). Such changes in charges will be a direct reflection or result of charges passed onto SourceBranding by their various suppliers, and the client will be notified accordingly.
If any dispute arises relating to, or in connection with, the Agreement which both Parties are unable to resolve through their respective CEOs (or equivalent positions) within 30 days of the dispute arising, then the dispute shall undergo a 30 day period of mediation. After this further 30 days, if the matter has not yet been resolved it shall be referred to the arbitration of a single arbitrator (unless both parties have reached an agreement). Such arbitration shall be carried out in accordance with the provisions of the Arbitration Act 42 OF 1965.
The Client agrees that SourceBranding Agency is not liable to the Client or any other Party for any failure to provide full internet and or email connection or services, whether arising from Host Provider failure, failure with the Network, or failure due to actions of the Client (such as delayed payments, or inappropriate website content).
The Client agrees that SourceBranding Agency shall not be liable in any way for any damages, loss of business, or any other effects or losses due to clause 7 (a) above, whether directly attributable or incidental to such action.
The Client agrees to indemnify SourceBranding Agency against any claim or legal action resulting from the content of the Clients website, or any other actions of the Client. SourceBranding agrees to indemnify the Client against any claims or legal action taken against SourceBranding Agency not relating to the Client.
7.Term & Termination
By signing this Agreement, the Client signifies their unconditional agreement to all terms and clauses as stated within this Agreement and in accordance with the Service Quote. This Agreement shall be valid as long as the Client is in any form of business with SourceBranding Agency, which includes on-going hosting, or the Client’s using of content created or used by SourceBranding for the Project.
Either Party can terminate this Agreement on reasonable grounds by providing one (1) month written notice not in violation of the Clause above (ie, if the Client is using content created or used by SourceBranding for the Project). The Client agrees that upon their voluntary termination of this agreement, SourceBranding Agency has no obligation to provide the Client with any content relating to their Project, nor refund any deposit(s) paid to SourceBranding Agency for the Project.
Upon termination of this Agreement for any reason, the Client agrees to abide by Clauses 2, 3, and 4, in that they will not provide any of the back-end code or content created or used by SourceBranding Agency at any date to any outside parties without written consent.