TERMS & CONDITIONS
TERMS & CONDITIONS
1.1 All work is carried out by Emerge Digital on the understanding that The Client has read and agreed to our terms and conditions.
1.2 The following Terms and Conditions of Service apply to all products and services provided by Emerge Digital and in the event of any dispute are governed by the laws of South Africa.
1.3 All design work including but not limited to words, pictures, ideas, visuals and illustrations remain the intellectual property of Emerge Digital until all costs relating to the project have been settled by The Client.
1.4 If a choice of designs are presented and one is chosen for your project, only that solution is considered to be given by Emerge as fulfilling the contract. All other designs remain the intellectual property of Emerge Digital, unless otherwise specifically agreed upon in writing.
1.5 These Terms and Conditions succeed any previous Terms and Conditions distributed in any form. Emerge Digital reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice. These Terms and Conditions can be read at any time on the Emerge Digital website. (http://www.emergedigital.co.za/terms-conditions/)
For the avoidance of doubt, the Emerge Digital Terms & Conditions are what govern the job, not any conditions on the customer’s purchase order.
COMMUNICATION BETWEEN EMERGE DIGITAL AND CLIENT
1.6 All project related communication between Emerge Digital and The Client will be done via email.
1.6.1 No request will be acted upon unless confirmed via email by The Client
1.6.2 Communication via instant messaging services will be charged at R5 per text during business hours and R10 per text during non business hours.
1.7 Business Hours are between 9am and 4pm Monday to Friday.
1.7.1 Urgent requests performed during non business hours, weekends or public holidays will be charged at double our normal hourly rate..
1.8. Emerge Digital retains the right to disable a project, website, FTP access, email service or temporary disable the service at any stage due to non-payment of an invoice. The service will resume once payment has cleared.
1.9 All communication sent to the client’s chosen domicile will be regarded as received by the client. The onus rests on the client to prove that communication was not received.
2. ACCEPTANCE OF TERMS AND CONDITIONS, QUOTATIONS AND INVOICES.
2.1 When The Client places an order for design and/or any other services offered by Emerge Digital, whether by email, verbally or in writing, Emerge Digital will accept that The Client acknowledges and accepts these terms and conditions, which are available from the Emerge Digital Website (http://www.emergedigital.co.za/terms-conditions/).
2.2 At the time of proposal, Emerge Digital will provide The Client with a written estimate or quotation via email. By accepting any estimate, quotation or invoice produced by Emerge Digital, The Client acknowledges, accepts and agrees to fully comply with all Emerge Digital’s Terms and Conditions which results in a Contract for Business between The Client and Emerge Digital.
3.1 Emerge Digital will not be held responsible for, and make no guarantees of any kind, expressed or implied, for any and all products and/or services that Emerge Digital supplies.
3.2 Emerge Digital is not responsible for any loss, or extensive loss of data, or non-delivery of products or services, of whatever cause.
3.3 While Emerge Digital takes reasonable steps to investigate the materials / products we recommend, Emerge Digital will not accept responsibility for the performance or quality of materials / products or any loss arising from their failure. The client agrees to not hold Emerge Digital responsible for any such loss or damage.
3.4 Any claim against Emerge Digital shall be limited to the relevant fee(s) paid by the client.
3.5 By accepting any quotation / invoice provided by Emerge Digital, the client acknowledges and agrees to the following terms and conditions provided by Emerge Digital.
3.6 Emerge Digital reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Emerge Digital will not knowingly perform any actions to breach these Terms and Conditions and The Client also agrees to be so assured.
3.7 Emerge Digital and The Clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. Emerge Digital recommends that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available, should the job be delayed.
3.8 Emerge Digital will not become responsible for any loss of income, loss of business or profits should a web project be delivered behind schedule. Every effort is made to deliver the project on course and to all given dates.
3.9 Emerge Digital will not be held responsible for any loss of income, loss of business or profits should a web site become unavailable due to a problem either in or out of Emerge Digital’s control.
3.10 Emerge Digital will not be held liable for any punctuation and or grammar in the content of the projects produced. It is submitted that it is the Client’s responsibility to actively tend to the content received.
4. DESIGN CHARGES
4.1 Charges for design services to be provided by Emerge Digital will be set out in the written estimate or quotation that is provided to The Client.
4.1.1 All quotes and estimates provided prior to project commencement are valid for sixty (60) days.
4.2 By accepting this written estimate / quotation, you the client agree to Emerge Digitals terms and conditions.
4.3 Furthermore, a non-refundable payment of 50% of the total quoted fee will become immediately due.
4.4 Unless otherwise agreed upon with The Client, all design services require a non-refundable payment of fifty percent (50%) of the total quotation before Emerge Digital begins work on the project.
4.5 The remaining fifty percent (50%) of the total quotation will be due upon completion of the work before any artwork / content / material is uploaded to the server or released to The Client.
5. DESIGN PROJECT DURATION
5.1 Emerge Digital will give an estimate of the duration of each project.
5.2 All projects are generally limited to one (1) month unless otherwise agreed upon in writing.
5.3 If Emerge Digital has not completed a project within this period, you The Client will not hold Emerge Digital responsible for project delays.
5.4 Projects may take longer than one (1) month due to inconveniences such as late submission of content (images or text) from The Client, server failure, delayed communication, requests from The Client to make changes / adjustments to the project, public and religious holidays etc. Therefore, Emerge Digital cannot be held responsible for any project over-runs, whatever the cause.
5.5 The estimated duration is considered to begin from the date of payment (when the funds have been received and cleared into the Emerge Digital account) unless otherwise agreed upon in writing by Emerge Digital.
6. CHARGES FOR ADDITIONAL CHANGES AND SERVICES
6.1 Charges for any additional changes or services requested during the project that are not quoted / invoiced for or not mentioned in the project description, will become fully payable (100% of the quoted amount), before any additions are made or carried out.
7.1 The Client agrees that changes required over and above the estimated work, or in addition to the agreed description, or where the client makes changes to the provided copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.
7.2 The Client also agrees that Emerge Digital holds no responsibility for any modifications made by any third party, before or after a design is published.
8. DESIGN PROJECT COMPLETION
8.1 Emerge Digital considers the design project complete upon receipt of the.
8.2 Other services such as printing, display panel production, film work, website uploading, publishing, etc. contracted on the client’s behalf creates a separate project and will be treated as a separate charge, unless otherwise agreed upon in writing by Emerge Digital..
9. DESIGN CREDITS
9.1 The Client agrees to allow Emerge Digital to place a small credit on printed material, exhibition displays, advertisements and/or a link to Emerge Digital own website on the client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
9.2 The Client agrees to allow Emerge Digital to place websites and other designs, along with a link to the client’s site on Emerge Digital’s own website for demonstration purposes and to use any designs created for The Client in its own publicity and portfolios.
10. DATA FORMATS
10.1 The Client agrees to Emerge Digital’s definition of acceptable means of supplying data to the company.
10.1.1 Text is to be supplied to Emerge Digital in electronic format as standard text (.txt), MS Word (.docx) via e-mail / FTP or shared folder.
10.1.2 Images which are supplied in an electronic format are to be provided in a format agreed upon by Emerge Digital via e-mail / FTP.
10.2 Images must be of a suitable quality for use without any additional image processing / editing.
10.3 Emerge Digital will not be held responsible for the quality of any images which The Client later consider to be unacceptable.
10.4 Emerge Digital cannot be held responsible for the quality of any images which The Client requires to be scanned from printed materials.
10.5 Any work done that was not quoted / invoiced for will result in additional costs. This work includes, but is not limited to, photography, photography / image searches, media conversion, digital image processing, data entry services, colour correction and / or alteration of images.
11. SOURCE FILES
11.1 Emerge Digital will supply the proofs and PDF files as appropriate for printing, or other graphic files as detailed in the job description or request. ( once all accounts owed by The Client is paid in full )
11.2 Charges for design work do not cover the release of our copyright design source files, including but not limited to INDD, PSD, AI, PNG or other source files or raw code; if The Client require these files for transfer to an in-house or other designer, The Client will be provided with a separate quotation or ‘buy-out’ charge to be paid in full before these files are released.
11.2.1. All time spent communicating to new designer / 3rd party about work mentioned in 11.2 will be charged for and an invoice sent to The Client.
12. GRAPHIC DESIGN / BRANDING PROCESS
12.1 The Client is responsible for arranging a meeting with Emerge Digital to discuss the brand design (business cards, logos, banners, newsletters) of the company.
12.2 Emerge Digital will then create 2 options (3 options for logos only) from which The Client will choose 1 to proceed with.
12.3 If The Client wishes to make changes to the option selected, the Client will then need to request these changes in an email.
12.4 Each project allows for 3 individual emails (each containing one or more change requests) regarding the design.
12.4.1 Hereafter, if The Client requests more changes to be made to the design project, Emerge Digital will invoice The Client for a minimum of one hours’ worth of work per email received (depending on what has been requested).
12.4.2 This invoice will be sent and will have to be paid before any additional changes are made.
12.4.3 This is to ensure the best quality of work is produced within the allocated / agreed time frame and budget.
13. WEBSITE PROCESS
13.1 The Client has the opportunity to arrange 3 Skype calls / physical meeting with Emerge Digital to discuss any questions, queries and/or concerns (this will be included in the cost).
13.2 One project allows for 3 individual emails (each containing one or more change requests) regarding the Design phase.
13.3 The client will be granted another 3 emails (each containing one or more change requests) for the Development phase.
13.3.1 Hereafter, if The Client requests more meetings or changes to be made to the design project, Emerge Digital will invoice The Client for a minimum of one hours’ worth of work per meeting or email received (depending on what has been requested).
13.3.2 This invoice will be sent before any additional changes are made.
13.3.3 This is to ensure the best quality of work is produced within the allocated / agreed time frame and budget.
13.4 The Client agree to supply Emerge Digital with all necessary materials, electronic or otherwise, required to create and complete the project, and to supply them in a timely manner in order for Emerge Digital to honour the projects estimated duration.
13.4.1 Failure to provide necessary materials referred to in 18.3 resulting in project taking longer than 30 days or agreed upon time will incur a penalty fee of ???.
14. WEBSITE DESIGN ONLY
14.1 Emerge Digital requires The Client to approve a template before any coding on a site begins.
14.1.1 Once the template(s) for the website are approved by The Client, coding will commence; any changes to navigation items, colours, structure or content that require changes to be made to the template will incur an additional charge.
14.2 Once website design is complete, Emerge Digital will provide The Client with the opportunity to review the resulting work.
14.3 Emerge Digital will make one (1) set of minor changes at no extra cost within 14 days of the start of the review period.
14.3.1 Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features.
14.4 Any minor changes can be notified to Emerge Digital via e-mail (preferable in one email).
14.5 Emerge Digital will consider that The Client has accepted the original draft, if no notification of changes is received in writing from the client, within 14 days of the start of the review period.
14.6 Emerge Digital will make every effort to design projects for the most popular browsers and operating systems, but cannot accept responsibility for pages which do not display correctly in new or extremely old or complex versions.
15. SEARCH ENGINE SUBMISSION
15.1 Due to the infinite number of considerations that search engines use when determining a website’s ranking, Emerge Digital cannot guarantee any particular placement.
15.2 Acceptance by any search engine cannot be guaranteed and when a website is accepted, the time in which it takes to appear in search results varies from one search engine to another.
Rankings will also vary as new websites are added.
15.3 Emerge Digital recommends that The Client make use of a professional SEO company and Emerge Digital is happy to provide details of such companies but will not accept responsibility for their services.
16. HOSTING WEBSITES
16.1 Emerge Digital offers a limited hosting service through an out-sourced virtual server.
16.2 Emerge Digital does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
16.3 Emerge Digital may request that clients change the type of hosting account used if that account is considered by Emerge Digital to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website.
16.4 Fees for hosting on Emerge Digital’s virtual server are due at the start of any period of service and are non-refundable.
16.4.1 Emerge Digital will notify The Client when Domain and Hosting renewal fees are due.
16.4.2 Failure to renew will result in termination of website.
16.4.3 The Client need to request website files in the event of 16.4.2
16.5 Fees due to third party hosting organisations are the responsibility of The Client and Emerge Digital are not liable for their payment, nor for the renewal of domain names, which are the sole responsibility of The Client / Domain owner.
17. DOMAIN REGISTRATION
17.1 Emerge Digital cannot guarantee the availability of any domain name.
17.2 Where Emerge Digital is to register a domain name on behalf of a client, Emerge Digital will endeavour to do so but The Client should not assume a successful registration.
17.3 It is the client’s responsibility to verify and approve domain names prior to registration. Emerge Digital will not be held liable for verbal misinterpretations or email requests.
17.4 All new domain names will be processed once monies have been cleared for payment.
17.5 Upon renewal we will notify you by telephone, letter or invoice as an indication that your renewal is due, it is then up to you the Client to respond.
17.5.1 Failure to respond will result in your domain becoming unusable, or returned to be re-registered.
17.5.2 Emerge Digital will not renew a domain until the renewal fee has been paid in full.
17.5.3 Whilst every effort is made to renew the domain name, Emerge Digital is not responsible should a domain become de-tagged or suspended.
17.5.4 All domain names are registered in the clients name and not that of Emerge Digital.
18. RIGHTS OF ACCESS FOR WEBSITE CONSTRUCTION
18.1 The Client agree to allow Emerge Digital all necessary access to computer systems and other locations, as required, in order to complete a website project and until all outstanding funds are cleared, including the necessary read/write permissions, usernames and passwords.
18.2 The Client also agree to allow Emerge Digital access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
19. COPYRIGHT AND TRADEMARKS
19.1 By supplying text, images and other data to Emerge Digital for The Client’s website or other medium, The Client declares that Emerge Digital holds the appropriate copyright and/or trademark permissions.
19.1.2 The ownership of such materials will remain with The Client, or rightful copyright / trademark owner.
19.2 Any artwork, images, or text supplied and/or designed by Emerge Digital on behalf of the customer, will remain the property of Emerge Digital and/or its suppliers unless otherwise agreed in writing.
19.2.1 A license for use of the copyright material is granted to The Client solely for the project defined in the description or request and not for any other purpose.
19.3 The Client may request in writing from Emerge Digital, the necessary permission to use materials (for which Emerge Digital holds the copyright) in forms other than for which it was originally supplied, and Emerge Digital may, at its discretion, grant this and may charge for the additional usage.
19.3.1 Such permission must be obtained in writing before any of the aforementioned artwork, images, text, or other data is used.
19.4 Any software, code, plugin or other third-party material used in a website or digital project remains the property of the creator and any ongoing license fees or fees for upgrades are the responsibility of The Client, not Emerge Digital.
19.5 By supplying images, text, or any other data to Emerge Digital, the client grants Emerge Digital the permission to use this material freely in the pursuit of the design.
19.6 Should Emerge Digital, or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which then appears to have copyright or royalty usage limitations, the client will agree to allow Emerge Digital to remove and/or replace the file on the site.
19.7 The Client agrees to fully indemnify and hold Emerge Digital free from harm in any and all claims resulting from The Client not having obtained all the required copyright, and/or any other necessary permissions.
20. RIGHTS OF REFUSAL
20.1 Emerge Digital will not include in its designs, any text, images or other data which it considers to be immoral, offensive, obscene or illegal.
20.2 All advertising material must follow all standards laid down by all relevant advertising standards authorities.
20.3 Emerge Digital also reserves the right to refuse to include submitted material without giving reason.
In the situation where any images and/or data that Emerge Digital does include in all good faith, and then discovers is in breach of such Terms and Conditions, the client is obliged to allow Emerge Digital to remove the images and/or data without interruption, or penalty.
20.4 Emerge Digital will not be held responsible for any such data being included.
21.1 Any design, copywriting, drawing, idea or code created for The Client by Emerge Digital, or any of their sub-contractors, is licensed for use by the client on a one-time only basis and may not be modified, re-used, or re-distributed in any way or form without the expressed written permission of Emerge Digital and any of their relevant sub-contractors.
21.2 All design work – where there is a risk that another party could make a claim – should be registered by the client with the appropriate authorities prior to publishing or first use or searches and legal advice should be sought as to its use.
21.2.1 Emerge Digital will not be held responsible for any and all damages resulting from such claims.
Emerge Digital is not responsible for any loss, or extensive loss, non-delivery of products or services, of whatever cause. The client agrees not to hold Emerge Digital responsible for any such loss or damage.
Any claim against Emerge Digital shall be limited to the relevant fee(s) paid by the client.
22.1 The Client will be provided with an Approval Form or Proof Email, and an Invoice prior to final publication.
22.1.2 At this time the remainder of the amount due will become payable and The Client will also be required to sign and return the Approval Form or signify approval by email to Emerge Digital.
22.2 Any invoice queries must be submitted by email within 14 days of the invoice date.
22.3 Accounts which remain outstanding for 30 days after the date the invoice was sent, will be considered as late payment and will suffer any and all interest charges from First National Bank.
22.4 Emerge Digital will not be held liable for any local or international bank charges as this is the responsibility of The Client.
22.5 Payments may be made via online transfer (EFT), credit card (Visa, MasterCard), Debit Card or cash.
22.6 Payments made by cheque must be previously agreed upon and may be subject to an administration charge.
22.6.1 Cheques should not be sent in regular mail unless sent through a recorded delivery system.
22.6.2 Returned cheques will suffer an additional charge depending on the inconvenience caused to Emerge Digital as per returned cheque.
22.6.3 Emerge Digital reserves the right to consider an account to be in default in the event of a returned cheque.
22.7 Publication and/or release of work done by Emerge Digital on behalf of The Client, may not take place before cleared funds have been received.
22.8 Emerge Digital requires a non-refundable 50% of the total quoted / invoiced amount to be paid for the Graphic Design in order to begin the project.
22.8.1 Emerge Digital will begin a project within 1-3 working days of the initial payment, depending on Emerge Digitals current capacity and work load.
22.8.2 If no work is carried out and the project is cancelled within fourteen (14) days a refund will be made available less any administration and travel costs.
22.8.2 On completion of the project / requests, Emerge Digital will require the remaining 50% payment before any of the final artwork is released to The Client for use.
22.9 Emerge Digital requires 50% of the total quoted / invoiced amount to be paid for the Website Design and Development in order to begin the project.
22.9.1 Emerge Digital will begin within 1-3 working days of the initial payment, depending on Emerge Digital’s current capacity and work load.
22.9.2 On completion of the project / requests, Emerge Digital will require the remaining 50% payment before any of the final artwork is released to The Client for use.
22.10 Emerge Digital requires 100% of the total quoted / invoiced amount to be paid in order to purchase or renew the clients Domain and Hosting.
22.10.1 Emerge Digital will obtain or renew the Domain once payment has been received. Please note that this is an annual fee that is subject to change.
22.11 Please note that if the client wishes to go on holiday or for some reason will become unavailable at any time during the process of any and all projects, the client must ensure all content and requests are provided and submitted before the client goes away or becomes unavailable. This is to ensure that the project duration remains to the agreed 30 days / 1 month.
22.11.1 Emerge Digital will not be held responsible for any project delays and the client will still be liable to pay the remaining amount (whether it is 100% or 50% of the total quoted / invoiced amount) 30 days / 1 month after the project was approved by both Emerge Digital and The Client.
22.12 When making payment, please use the quote / invoice number and the business name as the reference.
22.12.1 Please note that Emerge Digital will not be liable for any bank charges (locally or internationally) as this is the responsibility of the client.
22.12.2 Kindly send a proof of payment to firstname.lastname@example.org when the payment is complete.
Banking Details: FNB – SOMERSET WEST. Account Name: Emerge Digital Pty Ltd. Account No: 62560825352. Branch Code: 00200512.
23.1 An account shall be considered in default if it remains unpaid for 30 days from the date invoiced or following a returned cheque.
23.2 Emerge Digital shall be entitled to remove Emerge Digital’s and/or The Clients material from any and all computer systems, until the outstanding amount has been fully paid.
23.2.1 This includes any and all unpaid levies outstanding for services including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries.
23.2.2 Removal of such materials does not relieve The Client of their obligation to pay the outstanding amount.
23.3 Clients whose accounts are in default agree to pay all Emerge Digital’s reasonable legal and accounting expenses and third-party collection agency fees in the administration of the debt and these Terms and Conditions.
23.4 If the account is 60 days overdue the client will be subject to pay a 5% fee of the total amount of the project regardless of what has been paid or not paid. If the account is 90 days overdue this fee will be increase to 10% of the total amount of the project regardless of what has been paid or not paid.
23.5 If an account is longer than 90 days overdue, Emerge Digital reserves the right to take legal action against The Client, regardless of the amount outstanding.
24.1 Cancellation of orders may be made initially by telephone contact, or e-mail, however, following this, Emerge Digital will need formal notification in writing.
24.1.1 The client will then be invoiced for all work completed over and above the non-refundable deposit that will have been made at the time of first ordering.
24.1.2 The balance of charges outstanding must be paid within 30 days. Please note: any cancellation which is not formally confirmed in writing and received by Emerge Digital within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
24.2 In the event that the client should terminate the original quoted for project, to which a deposit has already been paid, the credit of such quote will be transferred to the client’s secondary project. Credit transfers which are governed by this clause will expire after 3 (THREE) months from the date of transfer in the event that such credit is not exhausted.