Website Packages Terms & Conditions
The Terms & conditions were last updated on 1st Dec 2022
1. Terms & Conditions
These terms and conditions are the contract between the Client and the Service Provider. Ensure that you are completely familiar with these Terms and Conditions, as they affect your legal rights.
The Service Provider’s number one priority is to offer the Client a professional web service, which may include but is not limited to web design, development, app development, hosting, domain registration/renewal, maintenance, online advertising management, search engine optimization, social media marketing and graphic design.
2. Acceptance of Terms
Your agreement to comply with and be bound to these terms and conditions occurs on the payment of the chosen Web Package Administration fee. The Service Provider also reserves the right to change – without notification – the Terms and Conditions within this notice. Users are bound by such changes. It is the responsibility of every user to check these Terms and Conditions regularly for any changes
If you enter into these on behalf of your employer, you warrant that you have the authority to do so. You also warrant that your employer is bound by these Terms and Conditions.
The Client authorizes the Service Provider to perform the Services as agreed to between the Service Provider and the Client on the Client’s behalf, which may include but is not limited to, accessing their hosting account and disk space, creating databases and applications where applicable, system updates and maintenance and submitting their project to search engines.
The Service Provider, representing that it has the know-how, expertise, and skills Infrastructure to provide the Services, accepts the appointment.
The Client shall be precluded from contracting with any other party to render services like those described herein during the term of this Agreement.
4.1 In this Agreement, unless a contrary intention clearly appears:
4.1.1 Clause headings are for reference purposes only.
4.1.2 Words importing any gender include the other two genders.
4.1.3 References to the singular include the plural and vice versa; and
4.1.4 References to natural persons include juristic persons and other legal personae and vice versa.
If any provision in the definition or interpretation clause is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only contained in the definition, effect shall be given to it as if it were a substantive provision in the operative part of this Agreement.
When any number of days is prescribed in this Agreement, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day other than a Business Day, in which case the last day shall be the next succeeding Business Day.
Where words have been defined in the body of this Agreement, such words will have the meanings so assigned throughout this Agreement.
In the event that the day for payment of any amount due in terms of this Agreement should fall on a day that is not a Business Day, then the relevant date for payment shall be the following Business Day.
Where figures are referred to in numerals and words, if there is any conflict between the two, the words shall prevail.
Annexures, schedules and/or addenda attached to this Agreement form part of this Agreement and shall be deemed to have been incorporated herein.
The rule of construction that in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement shall not apply.
Terms other than those defined within this Agreement will be given their plain English meaning, and those terms, acronyms and phrases commonly known and/or used in specific industries will be given their generally accepted meanings in those industries.
The use of the words “including”, “includes” and “included” followed by specific examples shall not be construed as limiting the meaning of the general words preceding them.
The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not provide for this.
A reference to a Party includes a Party’s officers, employees, executors, administrators, successors in title, permitted assigns and/or substitutes.
If needed, the Service Provider reserves the right to outsource any specific project requirements to ensure that the terms of this Agreement are met. Any subcontractors or external suppliers will be bound to the terms of this Agreement.
6. Availability of the Website and Disclaimers
6.1. Swart Digital provides the website and services “as is” and on an “as available” basis. In addition, Swart Digital gives no warranty that the website or services will be free of defects and/or faults. Furthermore, Swart Digital provides no warranties of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Swart Digital is also under no obligation to update information on the Website.
6.2. Swart Digital can give no warranty or guarantee that the website is secure and free of errors, viruses and other malware. All users should take responsibility for their own security, that of their personal details and their computers.
6.3 Swart Digital cannot accept any liability for any disruption or non-availability of the Website.
6.4. Swart Digital reserves the right to alter, suspend or discontinue any part (or the whole of) the website. This includes, but is not limited to, any products and/or services available. These Terms and Conditions shall continue to apply to any modified version of the website unless expressly stated otherwise.
7. Agreement Scope
Services supplied, costs and rates are limited to what is specifically set forth in Swart Digital Website Packages. Should the Client require the Service Provider to provide additional services which are not specified in the Website Package of choice, such Services will require an additional agreement. The Service Provider shall provide the Services set out more fully as agreed upon between the Client & Swart Digital. The Client hereby agrees to sign off each project as completed to its requirements as set out in the scope of work in either an invoice or Service Level Agreement supplied by Swart Digital.
Should the Client not utilize all Services offered, the Client will still be liable for the full payment for the complete package.
In the event that the Parties have not agreed on the service levels and fees payable for the additional services, the additional services shall be discontinued at the time until further agreement is reached. The Client will be advised of all costs, changes, and additions in writing before commencement of the additional work and the Client must agree to these additional costs before work may commence. Additional expenses as discussed with the Client are itemized on each invoice once agreed.
8. Presentations and Warranties
By accepting the performance of the Services, the Service Provider warrants and undertakes that they:
8.1. Have the experience, ability and expertise and know-how to perform and carry out the Services.
8.2. Shall perform the Services in a professional manner.
8.3. Shall execute the Services within agreed timelines and efficiently.
8.4. Shall ensure that in the performance of its obligations complies with all applicable laws.
8.5. Shall at no time, infringe the Intellectual Property rights of The Client or any third party.
8.6. Shall not incur any liability on the Clients behalf or in any way pledge or purport to pledge the Clients credit or make any representations or give any warranties on behalf of the Client without the Clients prior written consent.
8.7. Observe all reasonable directions and instructions by the Client in relation to the Services, and in the absence of any directions or instructions, all work be put on hold until the instructions are given by the Client in discussion.
8.8. Shall maintain the relevant Service Levels applicable to the Services as stipulated in the Agreement provided.
8.9. The Service Provider shall not do ANY customisation to any of the plug-ins used for the solution as it complicates the maintenance of the website and requires more time to maintain the website. This however limits all plugins to the functions that each plugin offers.
9. Testing and Acceptance of the Website
Once a project has, in the opinion of the Service Provider, been completed, the Service Provider will notify the Client in writing and provide the Client with an opportunity to test and review the project outcome. If the Client determines that the website does not comply with the deliverables agreed upon in the supplied Service Level Agreement, the Service Provider agrees to carry out any necessary and reasonable modifications.
Changes and additions outside of the scope of services and scope approved and with quotations and invoices will be quoted and invoiced to the Client. The Client will be advised in writing of all costs, changes, and additions before commencement of the additional work and the Client must approve these additional costs before work may commence. Additional expenses as approved by the Client shall be itemized on each invoice.
If by any chance a trouble or an error occurs on the website that was the result of an external service provider or the client, proven after careful evaluation and troubleshooting, the client will be billed at an hourly rate for any time invested in troubleshooting, debugging and fixed done by the Services provider.
Should either Party (“the Defaulting Party”) fail to comply with any of the provisions of this Agreement, the other Party shall be entitled to give the Defaulting Party notice of such default, and if the Defaulting Party fails to remedy the default within 14 days after receiving such notice, the other Party may terminate this Agreement, without prejudice to any claim for damages suffered as a result of the default on the part of the Defaulting Party.
11. Client Delays
The Client shall use all reasonable efforts to provide the required information, materials, and approvals. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables. Delays in supplying all content required to complete the site will result in the Development being put on hold. If by any chance the project is put on hold, the client will still be liable for the Monthly Package fee as agreed upon with the finalisation of the applicable Administration Fee.
12. Client Responsibilities
If the Client or an agent of the Client other than the Service Provider attempts to update, edit, or alter the projects 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, and will be invoiced to the Client at an additional cost above the Monthly Package costs.
13. Termination / Cancellation
Either Party may terminate this Agreement by giving 30 days written notice to the other Party. The Client will be liable for payment of the Service Fee for the following month, and all other outstanding balances during the 30 days’ notice period.
14. Fees & Payment
The Client agrees to pay the Service Provider in accordance with the terms specified in each proposal/estimate. The project will only commence once the deposit/Administration fee payment was received and reflected in the Service provider’s back account. Unless specified otherwise, any additional invoices are due for payment 14 days from their date of issue. The Service Provider also reserves the right to charge for costs and expenses incurred in recovering late payments. Furthermore, the Service Provider may charge interest on overdue amounts.
If the Client fails to pay any invoice, the Service Provider reserves the right to withdraw the project 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 is satisfied.
In the event of cancellation of the project prior to completion, the Reseller will be liable for 1 month’s payment per project as per the 30-day cancellation notice.
In consideration for the Services to be rendered by the Service Provider, the Client shall pay the Service Provider in accordance with the rates per the selected Website Package.
Changes and additions outside of the scope of this document and scope approved within quotations and invoices will be quoted and invoiced to the Client. The Client will be advised in writing of all costs, changes, and additions before commencement of the additional work and the Client must approve these additional costs before work may commence. Additional expenses as approved by the Client will be itemized on each invoice.
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 that the service provider uses for each project. The Client indemnifies the Service Provider against any loss or damage arising directly or indirectly from any unauthorized use of photographs, text, or other Intellectual Property not under copyright ownership of the Client.
16. Intellectual Property
The Service Provider shall not infringe on the Intellectual Property Rights (including copyright} of any third party and shall not utilize or incorporate content bearing the Intellectual Property of such third party without first obtaining the necessary consents, approvals, permissions, or licences from such third party. Should any rights in respect of Intellectual Property be required to be cleared before use, the Service Provider shall clear such rights at its own cost and expense.
In the event of the Service Provider infringing the Intellectual Property Rights of any third party, the Service Provider shall be solely responsible for any losses arising as a result of the infringement of the Intellectual Property Rights of such third party including any losses suffered by the Client as a result of such infringement.
The Service Provider hereby indemnifies and holds the Client harmless against any and all loss, damage or claims which may be suffered by or brought against the Client arising out of the Service Provider’s failure to obtain the necessary consents, approvals, permissions or licences.
The Service Provider will not disclose to any third party or use, other than for the purposes of the Project scope agreen upon between the Client and the Service Provider, 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 confidentiality will not apply in relation to information that the Service Provider is required to disclose in terms of any law, or which becomes part of the public domain other than as the result of a breach by the Service Provider of its obligations of confidentiality under this Agreement.
18. Force Majeure
The Service Provider shall not be liable for any failure to comply with its obligations herein if such failure is due to any cause beyond its reasonable control, including without limiting the generality thereof, acts of God, act of civil and military authority, labor disputes, fire, riots, civil commotions, sabotage, war, embargo, boycotts, floods, epidemics or governmental restrictions.
The Service Provider shall immediately give notice to the Client when its performance in terms of this Agreement is delayed or prevented. Should the force majeure event referred to in this clause continue for a period of more than 30 (thirty) days, then the Client shall be entitled to cancel the Agreement between the Client and the Service Provider by giving the Service Provider written notice to that effect, provided that at the time of giving such notice the vis major still precludes the Service Provider from carrying out its obligations in terms hereof.
19. Browser Variance
The Service Provider’s websites are optimized for XHTML compliant browsers and adjusted to support the latest versions of Google Chrome, Mozilla Firefox and Internet Explorer (IE). The Service Provider tests using the browsers that are statistically the most commonly used. Layout and aesthetic elements may change or degrade in some browsers.
All potential viewers of content use different monitors with different settings. Colors and image quality of the website including graphics and photography will shift between computers and monitors.
21. Images & Photos
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.
All logos and branding must be provided in an industry standard vector format.
23. Proofing of final project
To limit any possible errors in artwork, designs will not go to production until they have been approved by the Client with a hand written or digital signature upon a sign off document. The Service Provider will not be held responsible for errors if the Client overlooks something in the proof, has reused a printed or digital proof, or if the Client, during order placement, has requested the order go to production without proofing.
The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge. The Client also agrees that the Service Provider holds no responsibility for any amendments made by any third party, before or after a design is published.
Ownership in and to all work performed by the Service Provider in terms of Agreement between the Client and the Service Provider remains the property of the Service provider. This includes all deliverables & documentation supplied by the service provider, including the code.
26. Updating of these Terms and conditions
We may update these Terms and Conditions from time to time. It is your obligation to periodically check these Terms and Conditions for changes or updates. The date provided at the beginning of these Terms and Conditions is the latest revision date. Changes to these Terms and Conditions will become effective upon such changes being posted to this website. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions.
27. Choice of Law and Jurisdiction
These Terms and Conditions shall be governed by the laws of South Africa. Any disputes relating to these Terms and Conditions shall be subject to the jurisdiction of the courts of South Africa. If any part or provision of these Terms and Conditions is found by a court or other authority to be invalid and/or unenforceable under applicable law, such part or provision will be modified, deleted and/or enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions. The other provisions will not be affected.