INTRODUCTION
This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both the parties, by placing an order with Uncommon Creative, you confirm that you are in agreement with and bound by the terms and conditions below. Uncommon Creative holds the right to choose who we give service to and terminate any agreement in written notice without explanation.
DEFINITIONS
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under South African and International Copyright Law.
“Deliverables” means the services and work product specified in the Proposal to be delivered by Uncommon Creative to the CLIENT, in the form and media specified.
“Services” means all services and the work product to be provided to Client by Uncommon Creative as described and otherwise further defined.
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.
GENERAL TERMS
SERVICE YOU CAN TRUST
Uncommon Creative number one priority is to offer the CLIENT a professional web service, which may include, but is not limited to web design, hosting, domain registration/renewal, maintenance, online advertising management, search engine optimization, social media marketing and graphic design.
AUTHORISATION
The CLIENT authorises Uncommon Creative to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include, but is not limited to, registering their domain, accessing their hosting account and disk space, creating databases and applications, managing their online advertising, and submitting their project to search engines.
AGREEMENT SCOPE
Services supplied, costs and rates are limited to what is specifically set forth in the service package agreement. Any additional services will require an additional agreement. Our agreement is for the full package containing various services. Should the CLIENT not utilise all services offered within the complete package, the CLIENT will still be liable for the full payment for the complete package.
COSTS AND FEES
Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes and additions before commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, photography, colour printouts, illustrations or courier service. Additional expenses are itemized on each invoice.
PRODUCTION SCHEDULES
Production schedules will be established and adhered to by both the CLIENT and Uncommon Creative. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Additional costs may be charged for CLIENT delays, if the delays result in an increase in time to manage or deliver the services.
PAYMENT
The CLIENT agrees to pay Uncommon Creative in accordance with the terms specified in each proposal/estimate. Payment will be due from the date of signing the agreement.
If the CLIENT fails to pay any invoice, Uncommon Creative reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied. The CLIENT is responsible for any debt collection, legal or court fees which may come due.
In the event of cancellation of the project prior to completion, the CLIENT will be liable for 1 month’s payment as per the 30 day cancellation notice.
CONFIDENTIALITY
Uncommon Creative will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT. This obligation of confidence will cease to apply in relation to information that Uncommon Creative is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Uncommon Creative of its obligations of confidence under this Agreement.
OUTSOURCING
If needed, Uncommon Creative reserves the right to outsource any specific project requirements to insure that the terms of this agreement are met. Any subcontractors or external suppliers will be bound to the terms of this agreement.
PROMOTION
Uncommon Creative is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that Uncommon Creative reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of Uncommon Creative services or any design competitions. CLIENT agrees to allow Uncommon Creative to retain a credit and link from the footer of the website.
COPYRIGHT
The CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials Uncommon Creative uses for this project. The CLIENT indemnifies Uncommon Creative against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
OWNERSHIP / PROJECT COPYRIGHT
Uncommon Creative reserves all rights over working source files, databases and owns full ownership of the website design. The CLIENT will not have access to the Control Panel, Database or FTP, unless otherwise agreed to.
TERMS FOR MAINTENANCE AND CONTENT MANEGEMENT PACKAGES
In the pursuit of providing comprehensive maintenance and content management services, Uncommon Creative extends its commitment to excellence. When entrusting us with the responsibility of a maintenance or content management package, clients agree to grant full administrative power to Uncommon Creative. This empowerment allows us to efficiently and effectively carry out the necessary tasks to enhance and optimize your online presence.
Furthermore, in instances where we offer complimentary services, it’s important to note that Uncommon Creative retains the copyright to the work provided. Clients are kindly advised that sharing, transferring, or providing access to third parties without explicit consent may result in the unauthorized use and monetization of our creative assets.
As an extra security measure, please be informed that we actively track and follow the footprint of access to your website. This includes monitoring login activities, content modifications, and any changes made to the site. This diligent tracking is in place to promptly identify and address any unauthorized or suspicious activities, thereby fortifying the security of your digital space.
SPONSORED WEBSITES
From time to time we will create a website free of charges for a CLIENT. The CLIENT is liable for paying a monthly hosting fee. If for any reason this agreement comes to an end the CLIENT will have NO right to the website or any content we provided. This includes our copyrighted plugins, any premium third-party plugins, templates and images. The CLIENT may only request transfer of their domain name via a transfer ticket.
OPEN SOURCE SOFTWARE
Uncommon Creative makes extensive use of open source software and components to supply websites and services to the CLIENT. Uncommon Creative will not charge additional licensing fees on open source software.
The CLIENT indemnifies Uncommon Creative against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.
All software and components not developed by Uncommon Creative retain the original license and terms associated with them. Uncommon Creative cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
FORCE MAJEURE
Uncommon Creative shall not be deemed in breach of this Agreement if Uncommon Creative is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God, death, illness or incapacity of W Uncommon Creative or any local, provincial, national or international law, governmental order or regulation or any other event beyond Uncommon Creative’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Uncommon Creative shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
LIMITATION OF LIABILITY
The services and the work product of Uncommon Creative are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Uncommon Creative 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 cost of this project as specified in this Agreement. In no event shall Uncommon Creative 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 Uncommon Creative even if Uncommon Creative has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
TERMINATION / CANCELLATION
Uncommon Creative may terminate this Agreement with immediate effect giving written notice to the other of such termination. The CLIENT may terminate the agreement providing 90 days written notice. The CLIENT will be liable for final payment during the 90 days notice period and all other outstanding balances. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
The CLIENT must give 90 days written notice of the termination of any or all of their current services with Uncommon Creative. If the client wish to forfeit the 90 days they can buy out the 90 days.
CHANGES TO AGREED SERVICES.
At PrettyCreative Media, we are committed to providing you with the best possible service. As part of our ongoing efforts to enhance and optimize our offerings, there may be occasions when adjustments to your service are necessary. To ensure a seamless transition, we kindly request that you notify us at least 30 days in advance of any anticipated changes to your service agreement. This advance notice allows us the opportunity to prepare and make the necessary adjustments to your account, ensuring a smooth and uninterrupted experience for you.
DOMAIN NAMES
All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. Uncommon Creative will manage the domain name(s) on behalf of the CLIENT unless the CLIENT requests in writing that the CLIENT manages their own domain(s) and payment of fees.
Uncommon Creative is an Accredited Registrar with the ZA Registry in South Africa.
The CLIENT indemnifies Uncommon Creative against any loss or damage arising directly or indirectly from any failure of services related to domain renewals, registrations, domain name trademarks.
HOSTING
Uncommon Creative will offer the suggested hosting package required for the CLIENT’s project.
The exact package required will determine the monthly cost. Due to website growth, disk-space and an increase in traffic, the CLIENT will be responsible for any over-usage, charged per GB for Traffic & per 10mb for Disk Space.
Should the CLIENT decide to make use of their own hosting provider, the CLIENT will be responsible for contacting the chosen host for support relating to hosting matters & ensure that Uncommon Creative will have the correct hosting environment needed for the project. Uncommon Creative will charge for costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues. Uncommon Creative will charge for costs incurred due to differences in hosting environment if installation and management exceeds standard time frames.
BROWSER VARIANCE
Our websites are optimised for XHTML compliant browsers and adjusted to support the latest versions of Google Chrome, Mozilla Firefox & Internet Explorer (IE). We test using the browsers that are statistically the most commonly used. Layout and aesthetic elements may change or degrade in some browsers.
COLOURS
Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography will shift between computers and monitors.
TESTING AND ACCEPTANCE OF THE WEBSITE
Once the project has, in the opinion of Uncommon Creative been completed, Uncommon Creative will notify the CLIENT either verbally or in writing, and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, Uncommon Creative agrees to carry out any necessary and reasonable modifications.
CLIENT RESPONSIBILITIES
If the CLIENT or an agent of The CLIENT other than Uncommon Creative attempts to update, edit or alter the site’s template, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed at our STANDARD or OVERTIME hourly rate, and is an additional cost above the costs outlined in the agreement.
ERRORS AND OMISSIONS
It is Uncommon Creative’s responsibility to carefully check for accuracy in all respects, ranging from spelling, technical illustrations and ensure an overall error free environment. However Uncommon Creative is not liable for errors or omissions. The CLIENT indemnifies Uncommon Creative against any loss or damage arising directly or indirectly from any errors and omissions.
UPDATES/CHANGES
Uncommon Creative offers Monthly Maintenance as set out in the service package agreement. Uncommon Creative will ensure that any maintenance work is attended to within 48 working hours from date of receiving the instructions from the CLIENT.
COPY
All text must be supplied in digital format that can be copied and pasted. Uncommon Creative will not re-type/type-out any text found in any non-editable file format.
IMAGES
Graphics and photographs are to be supplied in digital format on EMail, File Transfer, Flash Drive. Photographs must not exceed a file size of 2mb each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing.
BRANDING
All logos and branding must be provided in an industry standard vector format.
FRAUD/SCAM
Should there be any allegations against the CLIENT regarding illegal activity on the website eg, using the website to scam users/ fraud clients, Uncommon Creative will have the right to terminate the website with immediate effect. It is the CLIENTS responsibility to provide Uncommon Creative with proof that such allegations are false, before the website will be activated again.
EMAILS & SPAM
While hosting with Uncommon Creative servers, the below information is effective and the Acceptable Use Policy needs to be followed at all times.
Failure to follow the Acceptable Use Policy could result in a first and final warning, or immediate termination of hosting, website and email services, without notice.
DISCLAIMER
Uncommon Creative cannot be held liable for system downtime, crashes, or data loss, including missing emails. Uncommon Creative has the right to terminate, suspend or cancel any client and or any service without notice or refund. We cannot be held liable for any predicted estimate of profits/income in which a client would have gained if their service was functioning. Moreover, Uncommon Creative holds no responsibility for the use of our clients’ accounts. If any of our terms, policies or conditions are failed to be followed, the client account in question may be deactivated as well as all services/products attached to it. We reserve the right to remove any account without advance notice for any reason without restitution as Uncommon Creative sees fit. Uncommon Creative is not responsible for any clients files, data or actions. FURTHERMORE, Uncommon Creative retains the right to change any or all of the above Policies, Guidelines, and Disclaimer without notification.