Supernice Digital Creative Agency CC, registration number 2010/163316/23 (“Supernice”) conceptualises, designs, develops and maintains inter alia mobile, web and digital products and services. By placing an order with Supernice, the undersigned (“client”) hereby confirms and agrees to be bound by the terms and conditions set out below.
- Notwithstanding any provision of this or any other agreement between the parties, Supernice and client reserves the right to re-use, in any way, all technical, and other components developed during the project.
- Unless otherwise agreed between the parties in writing, Supernice shall be entitled to display all project outcomes as part of its online portfolio and other marketing.
- The client hereby warrants that it has all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names, trademarks, other intellectual property and any other material supplied by the client for the project.
- The client hereby unconditionally and irrevocably indemnifies Supernice in respect of any claims or legal action related to the use of any content or assets provided by the client in respect of the project as well as in respect of any third party claims arising directly or indirectly out of the product contemplated in the project or any work performed or contemplated hereunder.
UPDATES OUTSIDE OF ORIGINAL SCOPE
- In the event of any variations, change of orders and/or extensions to the project, or should the client wish to engage Supernice on a time and materials basis rather than a predetermined fee basis, Supernice’s fees for the variations or extensions, or the entire project, as the case may be, will be charged at Supernice’s prevailing applicable hourly rates, as determined by Supernice from time to time, unless otherwise agreed by the parties in writing.
MAINTENANCE AND SUPPORT
- This agreement does not cover maintenance and support, unless agreed in writing between the parties.
- If the parties agree that Supernice will attend to maintenance and support in relation to the project, such maintenance and support shall be billed at Supernice’s prevailing applicable hourly rates, as determined by Supernice from time to time, or at such monthly/annual fee as the parties may agree in writing.
- Notwithstanding anything else contained herein, Supernice shall not be obliged to attend to any project development or maintenance which is not supported by current operating systems and internet browsers, being the latest operating systems at the date of this agreement, and two prior versions of Firefox, Chrome, Safari.
LIMITATION OF LIABILITY
- Supernice shall not be liable to the client or any third person in respect of any loss of profit or other special damages or any indirect or consequential damages of any nature whatever arising out of any breach by Supernice of any of its obligations under this agreement or out of any negligent act or omission of Supernice and/or any of its employees, members, directors, representatives, agents and/or shareholders and/or out of any other cause whatever, and the client hereby indemnifies Supernice in respect of any claims by any third party contemplated in this provision.
- Notwithstanding anything to the contrary contained herein, the client hereby agrees that Supernice shall in no circumstances be liable to it for any amount exceeding the fees which Supernice would have been entitled to recover from the client in respect of the project.
PAYMENT TERMS AND BREACH
- Fees quoted are valid for 15 days from the date of issue
- Full quoted fee (which fees do not include disbursement and any variations and additions which the client may require from time to time) will become due and payable to Supernice immediately on commencement of the signing of reservation form. This payment is non-refundable.
- All outstanding project fees and disbursements will become due and payable to Supernice when the project is handed over and approved by client.
- Save as otherwise provided in this agreement, should the client fail to pay any amount due to Supernice and fail to remedy such breach within 10 days after receipt of a written letter of demand from Supernice then, without prejudice to any other rights which Supernice may have, including but not limited to the right to claim damages, Supernice shall be entitled to immediately claim all performance of all the client’s obligations in terms of this agreement.
- If Supernice is prevented from fulfilling any of its obligations in terms of these terms and conditions as a result of an event of force majeure (as defined in 3.3) then those obligations shall be deemed to have been suspended to the extent that and for so long as Supernice is so prevented from fulfilling them, and the corresponding obligations of the customer shall be suspended to the corresponding extent.
- An “event of force majeure” shall mean any event or circumstance of any nature whatever which is not within the reasonable control of Supernice including but not limited to vis major casus fortuitous, any act of God, strike, theft, fire, explosion, riot, insurrection or other civil disorder, war or military operations, international restrictions, any requirement of any international authority, any requirement of any government or other competent local, regulatory or other authority, or any court or arbitral order.
- All matters relating to this agreement, is validity and interpretation, shall be determined in accordance with the laws for the time being of South Africa excluding its conflict of law rules to the extent that they may point to any other applicable law.
- Headings in this agreement are for convenience only and shall not be used in the interpretation of this agreement.
- Notwithstanding the amount of any claim arising out of this agreement, the parties hereby consent to the jurisdiction of the Magistrates Court of South Africa.
- If Supernice institutes any successful court proceeding against the client arising out of this agreement, the client shall be liable to Supernice on an attorney own client basis in respect of any legal fees incurred by Supernice pursuant to those proceedings.
- The rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the agreement shall not apply (this agreement being the product of negotiations between the parties) nor shall this agreement be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the drafting or preparation of this agreement.