The headings in this agreement are used for ease of reference only and will have no bearing on the interpretation of the terms of this agreement. Such headings shall not be deemed to govern, limit, modify or affect the purpose, meaning or intent of the provisions of this agreement or any part of it, nor shall such headings otherwise be given any legal effect.
This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of The Republic of South Africa. The parties irrevocably agree that the Magistrates Court of South Africa has exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
The business and party have agreed in writing (electronic communications are also considered as in writing) to payment and that such payment will be as a deposit (50% of the total amount) or full payment which must be paid on or before the date(s) so determined. Should the party for whatsoever reason fail to make payment as a deposit or as per the agreed arrangement towards the outstanding balance or terminate this agreement, the business reserves the right to immediately cease the work and then such payment already made will become non-refundable or be forfeited in total, except where otherwise agreed upon in writing between both the business and party.
The parties have agreed in writing that the work be completed on the date so determined. Should the business for whatsoever reasons, schedule delays, and/or risks become aware that the work agreed upon will not be completed in time as determined, the business must then inform the party within a reasonable time upon becoming aware of such reasons, schedule delays, and/or risks that these will affect delivery dates and/or presentation. Once the work is delivered and/or completed, the party has three (3) revisions which is time-bound to request amendments and/or modifications, where necessary, where after it becomes automatically expired and/or the work is to be considered as completed. Should the party then wish to request any amendments and/or modifications thereafter, the business is entitled to charge additional payments therefor.
This agreement will come into operation on the effective date of the deposit and/or full payment made and will remain in force for the duration until the work is completed and/or the revisions has expired, unless terminated or breached by the party or business.
If any party to this agreement breaches any material terms of this agreement (“the defaulting party”) and fails to remedy such breach within 14 days of receipt of notice by the other party (“the aggrieved party”) calling upon the defaulting party to remedy such breach, then the aggrieved party shall be entitled to forthwith terminate this agreement or claim specific performance and in either event to claim any damages which the aggrieved party may have suffered by reason of any such breach, provided that the aggrieved party’s claim for damages shall at all times be limited to (and not exceed) the total payment as agreed upon in writing between the parties for in this agreement.
Any copyrightable works, ideas, products and/or other-related information (collectively, “the work”) made in whole or part by the business in connection with the stated purposes shall be the exclusive property of the party once the full payment has been made.
Each of the parties select their respective addresses as provided in writing, for the purposes of giving any notice, the payment of any sum, the serving of any process and for any other purposes arising from this agreement.
No variation of, or addition or agreed termination to this agreement shall be of any force or effect unless it is reduced to writing and expressly confirmed by or on behalf of the parties. This agreement constitutes the entire agreement between the parties regarding the purposes hereof which will be automatically incorporated along with the quotation and electronic communications upon the party accepting such quotation in writing from the business.
If any particular provision and/or term of this agreement is found to be defective or unenforceable or is cancelled for any reason (whether by any competent Court or otherwise) then the remaining provisions and/or terms shall continue to be of full force and effect. Each provision and/or term of this agreement shall accordingly be construed as entirely separate and separately enforceable in the widest sense from the other provisions and/or terms hereof.
No waiver or indulgence of whatsoever nature shall be of any force of effect, including a waiver or indulgence in respect of this clause, unless it is reduced to writing and expressly confirmed by or on behalf of the parties.
The business and/or party will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the business and/or party, or divulge, disclose, or communicate in any manner any information that is proprietary to the client, unless otherwise agreed upon in writing between the parties. The business and/or party will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this agreement. Each party’s data shall be and remain the property of that party and its affiliates. Neither party shall divulge the data of the other party to third parties (unless provided otherwise in this agreement or agreed so in writing) and a party shall use the data of the other party only for purposes of this agreement. Neither party shall possess or assert any lien or other right against or to the other party’s data, or sell, assign, lease or otherwise dispose of the other party’s data, or any part thereof, to third parties.
The party’s obligations under this agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of the business.
The party agrees to indemnify and hold harmless the business from all claims, losses, expenses, fees including attorney’s fees, costs, and judgments that may be asserted against the business that result from the acts or omissions of the business, or its employees, if any, and the business agents.
