This agreement sets out the standard Enigma-Designs Service Agreement, which is designed to maximize the efficiency and quality of service for all its clients, and contemplates industry-standard legal provisions. Enigma Designs shall hereafter be referred to as (“The Provider”), and the authorized person/ company/ entity mentioned above. The Duly Authorized Person/ Company/entity/signatory mentioned above shall hereafter be referred to as the “Client”.
(Please enter your name in the space provided below, initial each page of this contract and fill in all the required
details on the last page of this contract eg date, city and your full signature)
This Agreement is Between:
Enigma Designs (“The Provider”) and ______________________________________ (The “Client”)
Enigma Designs is a web design and development provider, and its services are provided to its clients (You; Your) subject to compliance with the following terms and conditions (this Agreement).
Use of Enigma Design’s Services, indicates Your acknowledgement that You have read and understood this Agreement, and that You agree to be bound by it.
1. COMMENCEMENT, TERM AND TERMINATION
1.1. This Agreement shall commence on the date that the provision of the Services are first made available to You, and shall endure for an indefinite period thereafter, on the same terms and conditions as set out in this Agreement, until terminated by either Party giving the other Party 30 days prior written notice.
1.2. This Agreement shall be deemed to have been concluded in Johannesburg, South Africa, by Enigma Designs’s
acceptance of Your offer on the terms and conditions as provided in this Agreement.
1.3. By making use of the Services, You acknowledge that You have read, understood, and agree to be bound by this
2. PAYMENT TERMS & CONDITIONS:
In consideration of the services to be performed by Enigma Designs hereunder, the following are the Payment Terms & Conditions.
2.1. Upon achievement of the various stages of development that require an additional payment to be made to Enigma Designs, Enigma Designs shall notify the Client via email and/or telephonically, that such stage of development has been reached and shall deliver such deliverables that corresponds to that stage of development to the Client, together with an email notification for the amount due at such stage of development.
2.2. The Client shall make payment on such invoice within 24 hours after receipt of such email notification.
2.3. Enigma Designs reserves the right not to continue development of said website until payment is made.
2.4. Should the Client delay payment, for any reason whatsoever, then any and all Time Schedules for the website will automatically become obsolete.
· A 80% deposit is required upon commencement of the development process.
· Remainder of 20%, to be paid within 24 hours after acceptance of template / layout /Design. This payment is due, even if the client has not yet provided Enigma-Designs the text and image content that has to be placed on the website. Under no circumstances, will delayed payments accepted, due to the client not giving Enigma-Designs the content of the website on time or due to client using stall tactics.
· Payment Terms are Cash on Delivery.
· Any quotations are only valid for 30 days from the date stated.
2.5. Should the client want the website to “Go-Live” prior to a hand over or on completion from Enigma Designs or if the Client specifically would like the website to “Go-Live”, the full outstanding payment will be deemed due immediately.
2.6. Should the Client require the login details to the “Administrator” section of the website in the case of a CMS website, Enigma Designs will not be held responsible / liable for any faults on the website as the Client will be deemed to have effectively taken over the website.
2.7. Should Enigma Designs have completed their portion of the website design and the Client has yet to furnish content, Enigma Designs WILL request that all outstanding monies be paid and the website will then only be completed when the Client furnishes Enigma Designs with the respective content.
2.8. Should the client “Sign off” on the design portion of the job via email or via telephone, the website will be deemed completed and all outstandning payments will immediately be due. The Client has 7 days thereafter to inform Enigma Designs of any issues with the website, there after Enigma Designs cannot be held responsible.
2.9. Should Enigma Designs not be personally hosting the Clients website, then immediately before the website is uploaded on the Clients hosting service, will the website payment become due.
PLEASE NOTE: Enigma Designs will not be held responsible should the website be hacked in any shape of form.
2.10. The parties acknowledge and agree that all expenses associated with the development process, including but not limited to payment of any licensing fees, software procurement, costs of purchasing graphics, photographs and other web content, materials, supplies, and all other elements of the website development shall be absorbed by the Client. These costs if any will be explained to the Client and should the client not agree to such costs the respective content etc above will not be purchased.
2.11. In the event that this Agreement is terminated prior to completion of the Website Design, Enigma Designs shall be compensated for any and all work that has been completed prior to the date of termination. If no set price is given for work completed, Enigma Designs reserves the right to cost the work completed based on its standard hourly rate of R500 per hour, for any work completed prior to termination. This may include but not limited to the design of layouts / templates / graphics / Flash Animation and/ or anything related to the design and development of the website or project.
2.12. It is the Clients responsibility to pay all outstanding monies and supply all relevant website content to Enigma Designs, within the agreed upon time-frame. It is not the responsibility of Enigma Designs to supply content for said website. Enigma Designs reserves the right to take further action against the Client for the failure to pay any outstanding monies for the website design within the agreed upon time-frame.
2.13. Following completion of the Website and final acceptance by the Customer and at Enigma Designs discretion for a period of 12 months after the Website is launched; The Client shall include a credit to Enigma Designs on all pages of the Website. The credit to Enigma Designs shall be designed and placed in a way that has form and substance that is reasonably acceptable to the Client. The credit shall also include a hypertext link to the Enigma Designs Website.
3. REFUND POLICY
3.1. Enigma Designs will consider offering a partial refund based and calculated according to clause number “3.2” below, provided Your written request for termination is received within 7 days of its receipt of Your initial order placed. The onus is on You to ensure that Enigma Designs receives Your termination request.
3.2. Any cost(s), which Enigma Designs may have incurred directly or indirectly as a result of the initial order, are nonrefundable. Such items include without limitation domain name(s) registrations, hosting fees paid, man-hours, traffic volume, design work.
3.3. Refunds will be made by electronic bank transfer to a legitimate bank account. If you have any questions regarding our refund policy please call +27 083 3067971, or e-mail Your question to email@example.com.
4. TERMS AND CONDITIONS
By using “The Provider’s” web design and web development services, you agree to the following terms and conditions:
4.1. WEBSITE DESIGN TERMS
1. The “Quotations” sent out by Enigma Designs are general quotations and do not include any specific coding
customizations unless specified in the quotation. Any “Custom Development” will be specified to the Client and the
Client will have the opportunity to reject the “Custom development” Should the Client reject such quotation no
“Custom Development” will be included in the website development.
2. “Website Content” shall include all content to be included in the Website, including but not limited to textual materials,logos, photographs, sound files, databases, video files and other Website content. All “Website Content” required to be included in the Website as described in the specifications, but excluding those items that shall be the responsibility of the Client to supply.
3. Logo files & photographs shall be supplied in the following formats: GIF / JPEG / PNG / BMP, written text shall be in Microsoft Word or Notepad format, video files shall be in .AVI, .MOV, .FLV, MPEG format, and sound files shall be in Mp3 file format. PLEASE NOTE: NO image or text content in pdf or tiff format will be accepted.
4. The Client shall be responsible for delivering all Website Content, except for those items that Enigma Designs has
specifically agreed to create. Client is to supply all Content (in format above) as well as all Meta tags & Meta
Keywords for all website pages created by Enigma Designs. Should the Client not supply the respective information,
Enigma Designs will leave the web pages blank or put demo/holding text on the pages and will also insert “Global
Keywords & Meta Tags”, but will not be held responsible should these not be suitable for the Client. Additionally, should the design portion of the website be completed, the final payment for the website will become due immediately, regardless if the client has not yet given Enigma Designs the website content as promised OR as requested by Enigma Designs.
5. It is the responsibility of the Client to “proof read” ALL content supplied, Enigma Designs does not and will not proof read any content and everybody has their own writing styles and mistakes can creep in.
6. Enigma Designs shall use its reasonable efforts to meet the completion schedule if such schedule is agreed upon.
However, the Client acknowledges and agrees that any changes or deviations in the specifications, site plan, mockups,
graphics, or any other element of the Website and Client delays in fulfilling Client’s responsibilities, including
delivering Site Content and promptly reviewing and commenting on completed work, will all lead to delays in the
completion schedule. Enigma Designs will not be held liable in any way should any delays be from the Client.
PLEASE NOTE: As per item number “2.7” detailed in the Payment Terms & Conditions above, should Enigma Designs have completed their portion of the website design and the Client has yet to furnish content, Enigma Designs will request that all outstanding monies be paid in full and the website will be then only be completed when the Client furnishes Enigma Designs with the respective content. Should the Client cause the above mentioned delays, then any and all Time Schedules given or quoted for the website completion, plus any discounts given, will automatically also become obsolete and the full standard rate will become applicable.
7. Client shall have a period of 7 days following delivery of the final Website during which the Client may engage in testing of the Website. The Client shall notify Enigma Designs no later than the 7 days following delivery of any items contained in the Website that do not conform to specifications or are not working. Specifications in this context are in relation to website functionality and not in relation to the web design or layout itself. Once the client has approved the design, prior to the website being made active/live on the internet, all design specifications are deemed to have been met by Enigma-Designs and approved by the client. In the event that the Client does not so notify Enigma Designs within the 7 day period, the Client shall be deemed to have accepted the Website in all respects.
5. DOMAIN NAME REGISTRATIONS
1. You hereby confirm and warrant that You are the owner of, or are otherwise authorized or entitled to use a trade or service mark associated with any domain name(s) used or applied for and used in conjunction with the Services.
2. You warrant that Your application for, and where applicable, use, of a domain name(s), in connection with the Services, will not infringe the rights of any other person(s), whether in statute or at common law.
3. You indemnify Enigma Designs and hold it harmless against any and all claims or losses arising out of any action
brought by a third party whose rights in respect of a logo, business name or trade mark have been infringed by You.
4. If You request that Enigma Designs registers domain name(s) for and on Your behalf, You acknowledge that:
· Enigma Designs does not guarantee that the domain name(s) you request is/are available for registration, or that the use of such domain name(s) will not infringe any third party rights;
· Enigma Designs is not a domain name provider, but a mere third-party agent acting on your instructions, to the extent that those instructions are possible and lawful;
· The registration of the domain name(s) and its/their future availability and use is subject to the terms and conditions of use of the domain name(s) provider;
· The registration and maintenance of the use of the domain name(s) may be subject to Alternate Dispute Resolution
procedures here and internationally, and you acknowledge that Your rights in and use of the domain name(s) may be
subject to the determinations of juristic Panels constituted in accordance with the terms and conditions of
such procedures, and
· Any fees and associated charges incurred in the process of applying for, renewal and maintenance of registration of the domain name(s) and as well as web hosting, are non-refundable.
6. DISCONTINUANCE OF SERVICES
Enigma Designs reserves the right to refuse or discontinue all or part of the Services at its sole discretion if You engage in any conduct or activity that Enigma Designs in its sole discretion believes violates any of the terms and conditions in this Agreement, or is detrimental to its interests hereunder.
7. EXCLUSION OF LIABILITY
Under no circumstances shall Enigma Designs be liable to You or any third party for any direct, indirect, special, punitive, consequential or incidental loss or damage (including without limitation damage to property, business, or goodwill, or loss of profit, revenue or anticipated savings) that result directly or indirectly from Your use of or inability to use any of the Services provided, or for third parties’ use of the Services, or Your or any third parties’ reliance on or use of information, services, or products provided together with, on or through the Services, or that result from mistakes, omissions, network interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
1. You agree, without limitation or exception, to indemnify, defend, and hold harmless Enigma Designs from any and all liability, penalties, losses, damages, costs, expenses, attorneys’ fees (on an attorney-and-own-client costs scale basis), causes of action or claims caused by or otherwise resulting indirectly from Your use of the Services which causes damage, either to You, Enigma Design, or any other third party.
2. This indemnification extends to all issues associated with Your website development and design, including but not
limited to domain name(s) selection and web site content.
3. Should you unlawfully copy or display text or image content on your website, or link to content, which is copyrighted by another company or website, Enigma Designs will not be held liable in any shape or form for your copyright infringements.
9. CLIENT INFORMATION, FINANCIAL INFORMATION, RIGHT OF USE
1. You warrant that all information provided by You to Enigma Designs, including without limitation all Your identification and contact information, is true and correct.
1. Pre-Contractual Negotiations: This Agreement supersedes any written, electronic, or oral communication you may
have had prior to the conclusion of this Agreement with Enigma Designs or any agent or representative thereof, and
this Agreement constitutes the complete and total Agreement between the Parties.
2. Acting as Principal: Each Party warrants that, in entering into this Agreement, it acts as a principal and not as an
agent for any undisclosed principal.
3. Unilateral Amendment: Enigma Designs shall be entitled to unilaterally amend the terms of this Agreement insofar
as they relate to the applicable charges from time to time.
4. No Variation: Subject to the a foregoing provision, no acceptance by You of information offered by Enigma Designs,
its agents or employees, shall constitute an agreement expanding or diluting the terms and conditions of this
Agreement, unless such offer and acceptance is explicitly intended to vary this Agreement in an addendum, and is
signed by an authorized representative of Enigma Designs.
5. Indulgence: An indulgence granted by either Party shall not constitute a waiver or abandonment of any of that Party’s rights in this Agreement, and that Party shall not be precluded from exercising any right against the other Party which may have arisen in the past, or which may arise in the future.
6. Waiver: A waiver by either Party of any provision of this Agreement shall not be binding against that Party unless
expressed in writing and signed by the Party giving it, and in that event such waiver will only be effective in that
specific instance and for that specific purpose.
7. Assignment: You will not be entitled to cede or assign this Agreement or any part thereof without the prior written
consent of Enigma Designs, and this Agreement shall be binding on Your respective successors and assigns.
Signed on this day: _____________date) in: _____________________ (City)
Your Name: _____________________________________________ (Client)
Your Signature: ___________________________________________