The following terms and conditions document is a legal agreement between Patrick Pac, trading as Online Promotions & Graphix hereafter refered to as "OP&G" and "the Client" for the purposes of web site design, development, promotion and Search Engine marketing services.
These Terms and Conditions set forth the provisions under which the Client may use the services supplied. An order to purchase web site design, development, promotion and Search Engine marketing services from OP&G represents an offer to OP&G to purchase the OP&G services which is accepted by OP&G only when an invoice is sent to the Client.
No contract for the supply of services exists between the Client and OP&G until OP&G sends an invoice to the Client for payment. The invoice equals acceptance by OP&G of the Clients offer to purchase services from OP&G and this acceptance of work is a valid contract between the Client and OP&G.
Services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and keep a copy for their records.
OP&G reserves the right to withdraw from contract at any time prior to acceptance.
Quotations are valid for 7 days from date of issue.
OP&G retains ownership of completed web designs, images, pages, code and source files.
Copyright of the completed web designs, code and source files created by OP&G for the project shall be with the Client upon final payment only by prior written agreement.
The Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the OP&G.
The Client hereby agrees that all media and content made available to OP&G for use in the project are either owned by the Client or used with full permission of the original authors.
The Client agrees to hold harmless, protect and defend OP&G from any claim or suit that may arise as a result of using the supplied media and content.
The Client agrees that OP&G may include development credits and links within any code OP&G designs, builds or amends.
The Client agrees that OP&G reserves the right to include any work done for the Client in a portfolio of work.
2. OP&G - Website design and development, promotion and Search Engine marketing services
All OP&G services are to be requested in writing either by email, order or fax by the Client. After the specified allowed hours of alterations have been completed, OP&G reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations.
OP&G reserves the right to request payment be received for further alterations before continuing work. Upon completion of an agreed design the Client is asked to confirm in writing by email or postal mail that the design is signed off as complete and agree that any further design alterations are chargeable.
OP&G endeavours to create pages that are search engine friendly, however, OP&G gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall OP&G be held liable for any changes in search engine rankings as a result of using OP&Gs code.
The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account which the OP&G requires to upload the web site if required as part of a project. The Client agrees to provide any needed information and content required by OP&G in good time to enable OP&G to complete a design or web site work as part of an agreed project.
The Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software.
OP&G agrees to try and match the design as closely as is possible when building the code. If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then the Client agrees that OP&G can apply a nearest available alternative solution.
The Client agrees that OP&G cannot guarantee correct functionality with all browser software across ALL operating systems. OP&G shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer and Mozilla Firefox latest releases.
After site completion, the Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves.
If the Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then OP&G reserves the right to quote for work to repair the web site.
OP&G reserves the right to assign subcontractors in whole or as part of a project if needed.
All communications between OP&G and the Client shall be by telephone, email or text message (sms), except where agreed at OP&G's discretion.
3. OP&G - Payment Terms
All prices quoted are inlcusive of VAT - OP&G is not VAT registered.
All invoices must be paid in full within 7 days of the invoice date and OP&G will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at OP&Gs discretion. Additional work requested by the Client which is not specified in the agreed quotation is subject to a separate quotation and OP&G reserves the right whether to quote or accept additional work. If additional work is accepted by OP&G may effect timescale and overall delivery time of the project.
A deposit equal 50% of the quotation for design work is payable before any work commences and the final payment to be received when all pages are published and the client signs off the design. Once an invoice is sent to the Client it must either be paid either by Cash deposit or Electronic Funds Transfer.
OP&G reserves the right to decline further work on a project if there are invoices outstanding with the Client.
The Client may request that the OP&G cancel a project in writing by email or fax to OP&G and the project is cancelled only if OP&G confirms work has not been started on the project. If OP&G has begun or completed the work and the Client no longer requires the website to be completed or cancels for whatever reason, but have agreed to the work, the initial desposit of 50% of the design cost will be forfeited.
All invoices are submitted by email except where required otherwise by regulations or agreed at OP&G's discretion. OP&G reserves the right to remove it's work for the Client from the Internet if payments are not received.
4. Liability and Warranty Disclaimer
The Client agrees OP&G is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, OP&G reserves the right to cancel forthwith any projects and invoice the Client for any work completed.
OP&G shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if OP&G has been advised of the possibility of such damages.
The Client agrees that it is their responsibility to comply with Internet ecommerce laws and will hold harmless, protect, and defend OP&G and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Internet ecommerce.
The Client agrees to use all OP&G services and facilities at their own risk and agree to defend, indemnify, save and hold OP&G harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney's fees against OP&G or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties.
The Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name. The Client also agrees to defend, indemnify and hold harmless OP&G against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.
OP&G and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about OP&G to another party.
OP&G reserves the right to terminate a project with a the Client at any time without prior notification if it finds the Client in breach of these terms and conditions. OP&G shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.
This agreement shall be governed by South African Law which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law. Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Any and all matters pursuant to this agreement are governed by South African Law and are under exclusive jurisdiction of the South African Courts.
OP&G reserves the right to alter these Terms and Conditions at any time without prior notice, the latest terms and conditions can be found at the OP&Gs web site at http://www.ogd.co.za/terms-conditions.html.
By accepting a quotation and making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.