Domain, Website Development and Hosting Services
This agreement is between The Client (The Client), and Deasil Design (Pty) Ltd (Deasil), a registered South African Company.
- Services Provided
The Client is contracting Deasil to provide website development, and website maintenance services. This includes management of existing domains, platform maintenance, website backup services, adding new pages, editing existing pages and simple modifications to scripts, templates, and applications.
- Services Excluded
Unless previously agreed to in writing website maintenance does NOT include website redesign, custom images or artwork, or custom script design. Also excluded are membership recurring services, databases, SSL certificate costs, domain name registration or hosting, and services provided by any 3rd party, e-commerce related services and/or fees, such as credit card processing fees or shopping cart purchase or rental. Deasil will not provide social media management services. Support services for internet connectivity, networks, computers, laptops, phones, tablets, printers and assorted hardware are also excluded. These items would need to be quoted on an individual basis.
- Additional Charges
The Client is responsible for license fees for any 3rd party images, programs or scripts. The Client can pay for these directly or with The Client approval, Deasil can license them and bill the cost + 15% to The Client. The Client is responsible for and agrees to pay all sales taxes due for these additional fees, prior to written consent from The Client.
- Copyright and Trademarks
The Client represents to Deasil and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Deasil for inclusion in the website are owned by The Client, or that The Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Deasil from any claim or suit arising from the use of such elements furnished by The Client. All graphics, photos and text provided by Deasil are property of Deasil and may not be used in any media outside the single website without permission or transfer of rights specified in writing between Deasil and The Client. Deasil guarantees that they have received the proper rights and/or licenses for any text, graphics, photos, designs, trademarks or other artwork to be used on the website. Use of 3rd party graphical elements may require a statement at the bottom of the web page acknowledging the source of the graphical element. It is agreed by both The Client and Deasil that such statements shall remain on the website so long as the graphical element remains. Under no circumstances shall these elements be used in any other media or marketing outside the website, unless The Client receives direct authorization from the 3rd party. Copyright to the finished assembled work of individual website pages produced and designed by Deasil is owned by Deasil. This ownership is to include rights to the design, any photos or graphics supplied by Deasil, source code, and computer programs specifically designed for this website. Upon full and final payment of this contract, The Client is assigned license to use on a single website the designs and graphics contained in the finished assembled website. Text provided by The Client shall remain the property of The Client.
- Intellectual Property
The The Client domain remains the property of The Client. Membership Services (if applicable) resides on a Deasil platform and remains the property of Deasil. The supplied The Client content and the membership user base remains the property of The Client. All software and/or applications used to provide the membership service on both the The Client and Deasil domains, remains the property of Deasil. All patentable and non-patentable inventions, discoveries, ideas, source code, materials, and other intellectual property (hereinafter “materials'') which are developed by Deasil for The Client under the terms of this contract shall be deemed to be works made for hire, and shall belong exclusively to Deasil, and Deasil shall be the sole owner of all copyrights, patents, inventions, discoveries and trade secrets in the same, including the right to change, edit, and distribute same throughout the world.
The Client agrees to the placement of a small link and/or icon of a specified height of 50 pixels at the bottom of their website footer element advising visitors that the site is developed and maintained by Deasil. The link shall go to the Deasil website home page or another page of Deasil’s choosing, advising visitors about Deasil‘s website maintenance services. The link shall stay in place for the period that Deasil is contracted by The Client.
- Service Plan
The Monthly Website Maintenance Plan is a recurring service and payment plan that is billed monthly until cancelled. There is a 30-day notice of cancellation prior to the next month’s billing required by either party. Notice must be given in writing via email, or regular mail. Monthly maintenance is billed as per Annexure B.
- Billing and Payments
All invoices are due upon presentation and must be paid by electronic funds transfer (EFT) to the bank account specified under Annexure A. Initial payment is a non-refundable deposit and must be made before work starts. Any additional non-prepaid maintenance time charged will be billed weekly. Recurring plans will be invoiced monthly and are due upon presentation. No discount is offered for early payment. Customers with a credit card on file agree to have invoices paid via credit card, unless otherwise agreed upon in advance.
- Monthly Website Maintenance Plans
The Client agrees to pay for all billed hours above and beyond those included in the ‘Monthly Website Maintenance’ plan at the initial prepaid rate listed in Annexure B, provided that there is written consent between Deasil and The Client and that Deasil has been provided with a valid Purchase Order. The Client can purchase additional blocks of ‘Prepaid Web Maintenance’ to cover anticipated work. All prepaid ‘Prepaid Web Maintenance’ plans are good for 1 month from the date of purchase and expire after that time. Exceptions to this may be made at Deasil’s discretion and must be in writing.
- Late Fees
Delinquent accounts will be assessed a R150 or 5% of the total amount due, whichever is greater, fee if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date an additional late fee of R150 or 5% of the total amount due, whichever is greater, will be added for each month of delinquency. Deasil reserves the right to remove Web pages from viewing on the Internet and discontinue any remaining work until payment is made.
In case collection proves necessary; The Client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by Deasil. Regardless of the place of signing of this agreement, The Client agrees that for purposes of venue, this agreement was entered into in Pretoria, South Africa.
- Returned Payments
If a payment is returned by The Client’s bank for any reason, The Client agrees to pay a returned payment fee of R150.00 plus any bank charges incurred in addition to the amount of the payment. Additional legal, collection and late fees or charges may apply.
- Account Access, and Hosting
The Client agrees to provide Deasil full FTP, cPanel and/or Secure Shell access to the hosting server. In the event of website changes that may require a change in hosting services, written consent is needed from The Client before such changes are undertaken. The Client understands that changes in hosting services are not covered by this agreement.
- Assignment of Work
Deasil reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. The Client agrees to not contract with or hire either directly or indirectly any employee or subcontractor of Deasil without Deasil’s written approval.
The Client agrees to defend, indemnify and hold harmless Deasil against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with “Deasil’s” service, any material supplied by The Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product and /or service which The Client has sold and/or provided through the online services provided by Deasil. Referring to point 2. Services Excluded, there are no online trading and/or sales services provided by Deasil for The Client.
- Limited Liability
As the hosting services are provided by a 3rd party hosting company of The Client choosing, Deasil does not warrant that the operation of the website will be uninterrupted or error-free. The entire risk as to the quality and performance of the website is with The Client. In no event will Deasil be liable to The Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website, even if Deasil has been advised of the possibility of such damages. In any event liability shall be limited to the amount paid for service.
- Sole Agreement
This agreement constitutes the sole agreement between Deasil and The Client. Any additional work not specified in this agreement must be authorized by a written change order. All prices specified in this agreement will be honoured for six (6) months after both parties sign this agreement. Continued services after that time will require a new agreement.
This agreement shall be governed and construed in accordance with the laws of the Republic of South Africa. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
- Laws Affecting Electronic Payment
From time to time governments enact laws and levy taxes and tariffs affecting internet electronic payments to entities such as 3rd party suppliers, and internet service providers. The Client agrees that The Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Deasil and its subcontractors from any claim, suit, penalty, tax, or tariff arising from The Client exercise of Internet electronic commerce.
If a dispute arises under this agreement, Deasil and The Client agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Pretoria, South Africa. Any costs and fees other than attorney fees associated with the mediation will be shared equally. If it proves impossible to arrive at a mutually satisfactory solution through mediation, Deasil and The Client agree to submit the dispute to binding arbitration at the following location: Pretoria, South Africa. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.