This document defines the terms and conditions of our working relationship. Unless otherwise agreed to in writing by both the parties, by placing an order with Digital Marque Pty Ltd, you confirm that you are in agreement with and bound by the terms and conditions below.
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under South African and International Copyright Law.
“Deliverables” means the services and work product specified in the Proposal to be delivered by Digital Marque Pty Ltd to the CLIENT, in the form and media specified.
“Services” means all services and the work product to be provided to Client by Digital Marque Pty Ltd as described and otherwise further defined.
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.
We Want to Help
Digital Marque Pty Ltd’s number one priority is to offer the CLIENT a professional web service, which may include but is not limited to web design, hosting, domain registration/renewal, maintenance, online advertising management, search engine optimization, social media marketing and graphic design.
The CLIENT authorises Digital Marque Pty Ltd to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include but is not limited to, registering their domain, accessing their hosting account and disk space, creating databases and applications, managing their online advertising, and submitting their project to search engines.
Services supplied, costs and rates are limited to what is specifically set forth in the service package agreement. Any additional services will require an additional agreement. Our agreement is for the full package containing various services.
Should the CLIENT not utilise all services offered within the complete package, the CLIENT will still be liable for the full payment for the complete package.
Costs and Fees
Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes and additions before the commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, photography, colour printouts, illustrations or courier service. Additional expenses are itemized on each invoice.
Production schedules will be established and adhered to by both the CLIENT and Digital Marque Pty Ltd. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly. Additional costs may be charged for CLIENT delays if the delays result in an increase in time to manage or deliver the services.
The CLIENT agrees to pay Digital Marque Pty Ltd in accordance with the terms specified in each proposal/estimate. Payment will be due from the date of signing the agreement.
If the CLIENT fails to pay any invoice, Digital Marque Pty Ltd reserves the right to withdraw the website 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 are satisfied. The CLIENT is responsible for any debt collection, legal or court fees which may come due.
In the event of cancellation of the project prior to completion, the CLIENT will be liable for 1 month’s payment as per the 30-day cancellation notice.
Digital Marque Pty Ltd will not disclose to any third party or use, other than for the purposes of this agreement, 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 confidence will cease to apply in relation to information that Digital Marque Pty Ltd is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Digital Marque Pty Ltd of its obligations of confidence under this Agreement.
If needed, Digital Marque Pty Ltd 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.
Digital Marque Pty Ltd is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that Digital Marque Pty Ltd reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of Digital Marque Pty Ltd services or any design competitions. CLIENT agrees to allow Digital Marque Pty Ltd to retain a credit and link from the footer of the website.
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 Digital Marque Pty Ltd uses for this project. The CLIENT indemnifies Digital Marque Pty Ltd against any loss or damage arising directly or indirectly from any unauthorised use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
Ownership / Project Copyright
Digital Marque Pty Ltd reserves all rights over working source files, databases and owns full ownership of the website and design. The CLIENT will not have access to the Control Panel, Database or FTP unless otherwise agreed to.
Open Source Software
Digital Marque Pty Ltd makes extensive use of open-source software and components to supply websites and services to the CLIENT. Digital Marque Pty Ltd will not charge additional licensing fees on open-source software.
The CLIENT indemnifies Digital Marque Pty Ltd against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.
All software and components not developed by Digital Marque Pty Ltd retain the original license and terms associated with them. Digital Marque Pty Ltd cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
Digital Marque Pty Ltd shall not be deemed in breach of this Agreement if Digital Marque Pty Ltd is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, an act of God, death, illness or incapacity of Digital Marque Pty Ltd or any local, provincial, national or international law, governmental order or regulation or any other event beyond Digital Marque Pty Ltd’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, Digital Marque Pty Ltd shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
Limitation of Liability
The services and the work product of Digital Marque Pty Ltd are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Digital Marque Pty Ltd parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall Digital Marque Pty Ltd be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Digital Marque Pty Ltd even if Digital Marque Pty Ltd has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Termination / Cancellation
Digital Marque Pty Ltd may terminate this Agreement with immediate effect giving written notice to the other of such termination. The CLIENT may terminate the agreement providing 30 days written notice. The CLIENT will be liable for final payment during the 30 days notice period and all other outstanding balances. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. Digital Marque Pty Ltd will manage the domain name(s) on behalf of the CLIENT unless the CLIENT requests in writing that the CLIENT manages their own domain(s) and payment of fees.
Digital Marque Pty Ltd is an Accredited Registrar with the ZA Registry in South Africa.
The CLIENT indemnifies Digital Marque Pty Ltd against any loss or damage arising directly or indirectly from any failure of services related to domain renewals, registrations, domain name trademarks.
Digital Marque Pty Ltd will offer the suggested hosting package required for the CLIENT’s project.
The exact package required will determine the monthly cost. Due to website growth, disk-space and an increase in traffic, the CLIENT will be responsible for any over-usage, charged per GB for Traffic & per 10MB for Disk Space.
Should the CLIENT decide to make use of their own hosting provider, the CLIENT will be responsible for contacting the chosen host for support relating to hosting matters & ensure that Digital Marque Pty Ltd will have the correct hosting environment needed for the project. Digital Marque Pty Ltd will charge for costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues. Digital Marque Pty Ltd will charge for costs incurred due to differences in hosting environment if installation and management exceed standard time frames.
Our websites are optimised for XHTML compliant browsers and adjusted to support the latest versions of Google Chrome, Mozilla Firefox & Internet Explorer (IE). We test using browsers that are statistically the most commonly used. Layout and aesthetic elements may change or degrade in some browsers.
Website visitors use different monitors with different settings. Colours and image quality of the website including graphics and photography will shift between computers and monitors.
Testing and Acceptance of the Website
Once the project has, in the opinion of Digital Marque Pty Ltd been completed, Digital Marque Pty Ltd will notify the CLIENT either verbally or in writing, and provide the CLIENT with an opportunity to test and review the website. If the CLIENT determines that the website does not comply with the Project Components agreed to in this document, Digital Marque Pty Ltd agrees to carry out any necessary and reasonable modifications.
If the CLIENT or an agent of The CLIENT other than Digital Marque Pty Ltd attempts to update, edit or alter the site’s 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 at our STANDARD or OVERTIME hourly rate and is an additional cost above the costs outlined in the agreement.
Errors and Omissions
It is Digital Marque Pty Ltd’s responsibility to carefully check for accuracy in all respects, ranging from spelling, technical illustrations and ensure an overall error-free environment. However, Digital Marque Pty Ltd is not liable for errors or omissions. The CLIENT indemnifies Digital Marque Pty Ltd against any loss or damage arising directly or indirectly from any errors and omissions.
Digital Marque Pty Ltd offers Monthly Maintenance as set out in the service package agreement. Digital Marque Pty Ltd will ensure that any maintenance work is attended to within 48 working hours from the date of receiving the instructions from the CLIENT.
All text must be supplied in digital format that can be copied and pasted. Digital Marque Pty Ltd will not re-type/type-out any text found in any non-editable file format.
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.
Should there be any allegations against the CLIENT regarding illegal activity on the website eg, using the website to scam users/ fraud clients, Web Partner will have the right to terminate the website with immediate effect. It is the CLIENTS responsibility to provide Digital Marque Pty Ltd with proof that such allegations are false before the website will be activated again.
In order to reach your clients, you may wish to send out a monthly newsletter, with a link to your new website, of course.
Never send out mass emails using regular mail programs. Always make use an email service like Mailchimp ( https://mailchimp.com ) which is free for limited mail sending and can be used with templates to look professional.
When sending out mass emails you do not want to be seen as spam or blacklisted, so please always follow these guidelines:
- You need to ensure that you receive explicit permission from the recipients of your mailing list that you may send them mail and ensure that you are able to prove that they have signed up.
- NEVER buy or take over a mailing list. Even if it is given or sold to you with the promise or guarantee that the recipients all opted in to receive commercial communication. Recipients of the list, if they did opt-in, would have done so to receive mail from a specific company, about specific topics. None of the recipients of the list would have signed up to receive mail from your company, about your product. The list will not be legitimate and will lead to spam complaints.
- Include an unsubscribe option in each mail, ensure that the functionality is tested regularly and in working order.
- Ensure that your list is kept up to date. Also, perform regular maintenance to remove email addresses for which the list is receiving bounce messages. Receiving bounce emails could indicate that the address no longer exists. Should the address ever be reactivated, it may belong to a completely different recipient, which means your opt-in confirmation from the previous client is not valid.
- Be transparent – provide explicit information on who you are, what you provide and what the customer can expect to receive from you in the commercial mail. This would avoid confusion and cut down on spam complaints.
- Be accessible. Ensure that the contact email addresses and contact details you provide in all communication and on your website are in working order and regularly monitored.
What are the industry best practices, regarding spam, which I should follow?