Terms & Conditions
The client agrees to pay Stacy Watkins the fees listed in the Quotation. Any other costs, such as art licensing, will be billed to the Client after prior consent has been given by the Client.
A 50% deposit on the Quotation is due before development commences. Upon completion of the Client’s website and/or other services, the remaining 50% will become due. The Client’s website will only be released once full payment has been made. All invoices are payable within 14 days of receipt. Invoices shall list any expenses and additional costs as separate items.
In the event of a quotation expiring, a new quotation will be made by Stacy Watkins before payment can be made.
CHANGES TO PROJECT SCOPE
If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Stacy Watkins a written Change Order describing the requested changes in detail. Within 3 working days of receiving a Change Order, Stacy Watkins will respond with a statement proposing designers’ availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Stacy Watkins will evaluate each Change Order at its standard rate and charges. The client will be billed on a time and materials basis at the designer’s hourly rate of R450.00 per hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. Stacy Watkins may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. The client will have 3 days to respond in writing accepting or rejecting the new proposal. If the Client rejects the proposal, Stacy Watkins will not be obligated to perform any services beyond those in the original Agreement.
The client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension for all Deliverables.
Each party shall use reasonable efforts to notify the other party, in writing, by email, or by phone, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism, and epidemics.
EVALUATION AND ACCEPTANCE
Client shall, within 3 business days after receiving each Deliverable, notify Stacy Watkins in writing or by email of any failure to comply with the specification of the Project Proposal or of any other objections, corrections, or changes required. Stacy Watkins shall, within 3 business days of receiving the Client’s notification, correct and submit a revised Deliverable to the Client. Client shall, within 3 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after 5 corrections by Stacy Watkins, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If the Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections, and changes shall be subject to the terms and conditions of this Agreement.
ACCREDITATION AND PROMOTION
Stacy Watkins shall be entitled to place accreditation, as a hyperlink, in the form, size location as incorporated by Stacy Watkins in the Deliverables on each page of the Final Deliverables. Stacy Watkins retains the right to reproduce, publish and display the Deliverables in Stacy Watkins’ portfolios and websites, in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
RELATIONSHIP OF THE PARTIES
Stacy Watkins is an independent contractor. Stacy Watkins shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Stacy Watkins and the work product or Deliverables prepared by Stacy Watkins shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
REPRESENTATIONS AND WARRANTIES
Client represents and warrants to Stacy Watkins that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Stacy Watkins represents and warrants to Client that to the best of Stacy Watkins’ knowledge, the Deliverables will not violate the rights of any third parties.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, STACY WATKINS MAKES NO WARRANTIES WHATSOEVER. STACY WATKINS EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
INDEMNIFICATION AND LIABILITY
Client shall indemnify Stacy Watkins from any and all damages, liabilities, costs, losses, expenses, or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.
THE SERVICES AND THE WORK PRODUCT OF THE DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF STACY WATKINS, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS, AND AFFILIATES (“DESIGNER PARTIES”), TO THE CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL THE DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY THE DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
TERM AND TERMINATION
This agreement shall begin when signed by the Client and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on 30 days before written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during those 30 days. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Stacy Watkins for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Stacy Watkins grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables per this Agreement. The rights granted to the Client are for use of the Final Deliverables in their original form only. The client may not change, create derivative works or extract portions of the Final Deliverables.
Stacy Watkins retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Stacy Watkins within thirty (30) days of completion of the Services. All Stacy Watkins Tools are and shall remain the exclusive property of Stacy Watkins. Stacy Watkins grants Client a nonexclusive, non-transferable, perpetual, worldwide license to use Stacy Watkins Tools solely to the extent necessary with the Final Deliverables for the Project.
During the first 14 days following the expiration of this Agreement, Stacy Watkins shall provide up to 14 hours (1 hour per day) of Support Services at no additional cost to the Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or deficiencies. Requests for additional support will be billed on a time and materials basis at Designers standard rate. The services in the Warranty Period do not include enhancements to the Project or other services outside the scope of the Proposal.
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by:
- Fax or Email, with return confirmation of receipt;
Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned, or encumbered without the prior written consent of the other party. This Agreement shall be governed by the law of South Africa. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such a manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.