STANDARD TERMS AND CONDITIONS OF INFILTRATE MEDIA CC (THE “SERVICE PROVIDER”)
1.SCOPE OF THE SERVICE PROVIDER’S MANDATE AND DURATION
1.1.The Service Provider, in relation to the Publication, shall be responsible for : art direction, layout, design, visual, pre-production, preparation for print and the “look and feel” of specific publications
1.2.This agreement shall endure for an agreed period from date of signature hereof or until terminated by either party in accordance with the provisions hereof;
1.3.During the agreed period for which this agreement shall remain in force the Service Provider’s mandate shall be in respect of the agreed issues of the Publication, which Publication is released on the agreed basis.
1.4.Copyright in and to the art direction, layout, design, visual and look and feel of the publication shall remain vested in the Service Provider.
2.CONSIDERATION PAYABLE TO THE SERVICE PROVIDER
2.1.Save as where expressly agreed otherwise in writing the cost of the services provided by the Service Provider shall be an the agreed hourly rate after 6:30PM on weekdays;
2.1.1.if, due to client postponements and delays, our services are required on weekends, a levy of R3 500 Ex VAT per day will be payable.
2.2.corrections and/or alterations effected upon the Publication by the Service Provider at the special instance and request of the Client shall be charged for as follows :-
2.2.1.In respect of grammatical and typographical errors, the first three corrections and/or alterations shall be effected at no cost to the Client, thereafter, such corrections and/or alterations shall be charged for at R 90-00 (ninety rand) per page;
2.3.All final material for layout is required 5 (five) working days prior to the print deadline.
126.96.36.199 (seven) working days notice is required if the client wishes to extend the written deadline agreement. Our rate of R3 500 Ex vat applies for each day over deadline.
2.4.The Client agrees to effect payment for the services rendered within 30 (thirty) days from date of invoice;
2.5.The Service Provider reserves the right to charge interest at the rate of 15.5% per annum on all overdue amounts owing by the Client to the Service Provider.
2.6.Ownership in and to the layout and design of the Publication shall remain vested in the Service Provider until such time as the Client has paid in full.
2.7.Rejected concept designs remain the copyright and property of Infiltrate Media.
3.WARRANTIES AND INDEMNITIES
3.1.The Client undertakes to deliver the material comprising the Publication to the Service Provider at least 5 (five) working days prior to the design deadline;
3.2.On furnishing the material aforesaid the Client undertakes to make an election in writing whether the Service Provider is to forward the Publication to the printers or to the Client on completion;
3.3.Time shall not be of the essence insofar as an accepted order relates to deliveries, and the Service Provider does not guarantee completion of the services on any specific date;
3.4.If the Service Provider cannot complete some or all of the service for any reason beyond the Service Provider’s control, including and without being limited to lack of instructions from the Client, industrial dispute or breakdown, government action, state of war, riot, civil disturbance or any other act of God, the Service Provider may in its sole discretion, cancel the whole or any part of the agreement forthwith. In the event of such cancellation, the Service Provider shall not be liable to the Client for any loss and/or damage whether in contract or delict, (including, without being limited thereto, any loss of profits) thereby caused. The Service Provider shall under no circumstances whatsoever be liable to the Client for any loss and/or damage (consequential or otherwise) as a result of any act or omission on the Service Provider’s behalf howsoever arising and the Client indemnifies the Service Provider against all and any claims in this regard howsoever arising.
3.5.It is the responsibility of the Client to proof read the Publication and to check for, inter alia, spelling and grammatical errors;
3.6.The parties agree that the Publication will not be sent to the printers or released to the Client unless the Client has signed the Publication off, thereby confirming that the Publication is ready to be sent to print or to the Client;
3.7.From the date of sign off, the Service Provider accepts no liability whatsoever for errors and/or mistakes in the Publication, including but not limited to errors and/or mistakes in respect of, inter alia, grammar, spelling, layout and design;
3.8.The Service Provider shall not be responsible for any printing costs of whatever nature and shall not be held liable for any errors and/or mistakes occasioned by the printers of the Publication;
3.9.The Publication shall be supplied to the Client by the Service Provider in digital format in the form of Press-Quality PDF unless otherwise stipulated or required by the client.
3.10.The Client hereby indemnifies the Service Provider against all and any claims, harm, losses and or damages of whatsoever nature, including but not limited to copyright infringement, which may be made against the Service Provider by any person/s whomsoever whether in contract and/or delict or otherwise and whether for loss of profits, loss and/or damage to person and/or property, injury and/or loss of life and/or limb and/or otherwise of whatsoever nature and howsoever arising. This indemnity shall include the payment by the Service Provider of legal fees to its attorneys on an attorney and client scale in contesting any such action.
3.11.The Service Provider furnishes with its services its standard guarantee for the same and no other guarantees, warranties or representations of whatsoever nature will be made by the Service Provider to the Client in respect of such services and any guarantees, warranties or representations otherwise not reflected therein whether at common law or otherwise are hereby expressly excluded.
4.SUSPENSION AND CANCELLATION IN THE EVENT OF NON-PAYMENT
4.1.Notwithstanding anything herein contained to the contrary, the Service Provider shall be entitled to suspend, delay and/or cancel all and any orders placed by the Client and/or vary the terms and conditions of payment hereof by insisting upon advanced payments for any services rendered or to be rendered by the Service Provider to the Client in the event that the Client falls into arrears with its account with the Service Provider, or breaches any term or condition herein contained, or commits any act of insolvency or is declared by any competent Court to be insolvent, or is placed under and order f sequestration, judicial management or liquidation (whether provisional or final) and/or is subject to any resolution passed to enable the Client to be would up and/or dissolved. No suspension, delay and/or cancellation as a result of any of the aforegoing events shall novate or waive any of the other rights which the Service Provider may be entitled to in law in terms of this contract or otherwise, including without limitation, the right of the Service Provider to withdraw the terms hereby extended to the Client.
5.EXCLUSIVITY AND NON-VARIATION
5.1.The terms and conditions contained in this Standard Terms and Conditions of Trade, shall constitute the entire agreement between the Service Provider and the Client and no variation, amendment, consensual cancellation or otherwise shall be of any force and effect unless agreed to by both the Service Provider and Client in writing.
6.1.No indulgences, latitude, extension of time or the like granted by the Service Provider to the Client shall in any way whatsoever constitute a novation or waiver of any rights which the Service Provider may have against the Client nor may it operate as an estoppel against the Service Provider.
7.BREACH AND TERMINATION
7.1.This agreement shall terminate automatically upon completion of the mandate stipulated in paragraph 1 above and upon receipt of full and final payment by the Client to the Service Provider of all monies due by the Client to the Service Provider in terms hereof;
7.2.Should a party breach any provision of this agreement and remain in breach for 7 (seven) days following upon receipt of written notice requiring the other party to rectify that breach, the aggrieved party shall be entitled, at its option, to sue for immediate specific performance of any of the defaulting party’s obligations under the agreement whether such obligation is then due or not, or to summarily cancel the agreement by notice in writing to the defaulting party, which cancellation shall take immediate effect on the giving of the notice;
7.3.The defaulting party shall be liable for all and any costs incurred by the aggrieved party in enforcing this agreement.
8.1.The provisions contained in these terms and conditions are severable, the one from the other. In the event that any one or more of the terms contained herein should be found to be invalid or unenforceable, to the extent of the invalidity or unenforceability that term shall be severed from the rest of these terms and conditions which shall continue to be of full force and effect.