Terms And ConditionsThese Terms and Conditions ("Design Terms") apply to any services that we provide.
Please read these Design Terms carefully and print a copy for your future reference. By ordering services from us, you agree that you have read, understood and agree to these Design Terms.
In these Design Terms, references to "Awesi" or to "we", "us", "our" and "ours" are to Awesi Design Studio.
1. About UsAwesi Design Studio is a company registered in South Africa. (Reg. nr. 2010/128413/23).
Telephone: 076 677 1391
Fax: 086 250 6589
2. Order Process2.1 As part of the order process, you will outline your requirements for the website design and build services ("Design Services") that you wish us to provide ("Specification"). Standard website design services are in HTML format. You agree to provide any information reasonably required by us during the order process.
2.2 As part of your Specification, you must make it clear if you require additional HTML pages and/or different formats (flash), by way of example only, and/or the ability to change your website frequently.
2.3 Following receipt of our quotation for the Design Services, you may confirm your order of Design Services ("Order") to us in writing either via email or Fax. Quotations are valid for a period of fifteen (15) days. Your Order must be accompanied by a deposit of 50% of the price quoted by us ("Deposit"). Nothing in these Design Terms obliges us to provide a quotation and we reserve the right, in our sole discretion, to refuse to accept your Order.
3. Services3.1 We will design and build a website for you based on the Specification and material, images and text provided by you.
3.2 A single mock-up page of the website will be designed and submitted to you for approval. The mock-up page will then be used for the overall design of the website. Once you have approved the design of this page, any alteration by you to the design will result in additional charges.
4. Price and Payment4.1 The price or charges for any Design Services will be as set out in the quotation submitted by us prior to your Order ("Price"). All prices are in Rand and exclusive of Value Added Tax ("VAT").
4.2 Immediately upon acceptance of your Order by us the full Price of the selected Design Service shall be due and payable.
4.3 A deposit of at least 50% of the Price will be made with the Order. Any unpaid balance of the Price as at the date of completion of the Design Services shall be immediately due and payable and we shall be entitled to recover payment upon demand.
4.4 If any sum payable is not paid on or before the due date for payment, we reserve the right to suspend the Design Services. We shall not upload the approved website to our hosting server or supply the website files to you for use on any third party hosting server until payment in full has been received.
4.5 If any sum payable is not paid on or before the due date for payment, we reserve the right to suspend the Design Services. We shall not supply the design files to you for use until payment in full has been received.
5. Our Obligations5.1 We guarantee to complete the Design Services by any given completion date or within any agreed timescale.
5.2 The design and building of your website will only commence following the payment of the Deposit, acknowledgement of the Order by us and the provision of the images and text by you.
5.3 When we have completed the Design Services, your website will be uploaded to a temporary URL for the purposes of your review and approval. The Design Services will be finally completed when you provide us with written approval of your website (such approval not to be unreasonably delayed or withheld). You may provide approval by email or by fax to our contact details set out in clause 1 above.
5.4 Following your approval and subject to full payment being received, we will upload the approved website to our hosting server or supply the website files to you for use on any third party hosting server. We reserve the right not to upload or supply the website files to you until full payment has been received.
5.5 Once the website is approved by you, we are not responsible for any errors or downtime caused as a result of changes made to the website by you or by any third parties on your behalf.
6. Your Obligations6.1 You agree to promptly provide to us (free of charge) any information and material (including without limitation images and text) that we may reasonably require to enable us to proceed with our obligations under these Design Terms.
6.2 You warrant and represent that all information and material provided to us is (a) accurate; (b) is either owned by you or that you have permission of the owner for the material to be used in relation to the provision of the Design Services; and (c) is free from viruses or other harmful programs.
6.3 You warrant and represent that the website content and all information and material provided to us by you or on your behalf complies with and will continue to comply with all applicable laws, regulations and guidance.
6.4 You agree that you will only use the website for lawful purposes and will not knowingly or recklessly provide, post, link to or transmit any material which is unlawful, threatening, abusive, defamatory, obscene, offensive, profane, threatening, or which infringes third party rights (including without limitation intellectual property rights) ("Inappropriate Content"). We reserve the right to refuse to include content on your website that we consider is Inappropriate Content and/or does not comply with these Design Terms.
6.5 You agree that any website designed and built by us may display the phrase "designed by Awesi Design Studio", where "by Awesi Design Studio" is in logo form, and provide a link to the Awesi Design Studio website at http://www.awesi.co.za.
6.6 You shall promptly pay to us all payments due under these Design Terms. We shall not be obliged to deliver the website/design until we have received all payments due under these Design Terms.
6.7 You agree to indemnify us in respect of any losses, costs, expenses, damages and/or claims incurred by us as a result of any breach by you of these obligations set out in this clause 7.
7. Intellectual Property Rights7.1 All intellectual property rights in the website, its functionality, programming code and any design work, documents or drawings (excluding any material provided by you) are vested in and at all times remain the property of us. We hereby grant you a non-exclusive license of such intellectual property rights for the purpose of operating your website.
7.2 You hereby grant us a license to use any information and material provided by you to enable us to design and build the website.
8. Our Liability8.1 We will use reasonable skill and care in fulfilling any Order. However, to the fullest extent permitted by law, we exclude all other representations, warranties, conditions and terms express or implied by statute, common law or otherwise.
8.2 Save as expressly set out in these Design Terms, we will not be liable to you for any special, indirect, incidental, consequential or economic loss or for loss of profits or revenues howsoever caused arising in connection with any order placed by you.
8.3 Notwithstanding the above, our total liability (whether in contract, tort, negligence or on any other basis) to you, for any loss or damage shall, subject to Clause 8.5, be limited to the Price.
8.4 We will not be liable to you where breach of these Design Terms is due to any cause that is beyond our reasonable control, including but not limited to acts of God, explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
8.5 Nothing in these Design Terms shall exclude or limit our liability for personal injury, death or fraud or any liability which may not be excluded or limited as a matter of law.
9. Termination9.1 We shall have the right to terminate this agreement if:
(a) you are in breach of your obligations set out in these Design Terms; and/or
(b) you fail to approve the website/design without reasonable cause within a reasonable period.
9.2 You may terminate this agreement immediately at any time by providing written notice of termination to us by email (with confirmed receipt) or fax (with confirmed receipt) to the contacts set out in clause 1 above stating that you wish to terminate your Website Design Service and stating your customer contact name and your customer business name. If you terminate this agreement, we will not be required to make any refund to you or give credit for any uncompleted element of the Design Services.
10. General10.1 We may update or amend these Design Terms from time to time to comply with applicable laws or regulations or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the Awesi Design Studio Website. These Design Terms were last updated on 20 September 2010.
10.2 These Design Terms supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.
10.3 You may not assign or sub-contract any of your rights or obligations under these Design Terms to any third party unless we agree in writing. We may assign, transfer or sub-contract any of its rights or obligations under these Design Terms to any third party at our discretion.
10.4 No relaxation or delay by us in exercising any right or remedy under these Design Terms shall operate as waiver of that right or remedy or shall affect its ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.
10.5 If any of these Design Terms are found to be illegal, invalid or unenforceable by any court or administrative body of competent jurisdiction, the rest of these Design Terms shall remain in full force and effect.
10.6 Only you and we shall be entitled to enforce these Design Terms. No third party shall be entitled to enforce any of these Design Terms, whether by virtue of the Contract Rights of Third Parties or otherwise.
10.7 These Design Terms are available in English only and are governed by RSA law. In the event of any matter or dispute arising out of or in connection with these Design Terms, you and we shall submit to the exclusive jurisdiction of the RSA courts.