Projects Terms & Conditions

Like any great game, there are some rules to play by.

Updated: 13 November 2018

All projects or services which Pathfind Media may be contracted to produce or provide for your company are subject to the general provisions in this agreement. These conditions supercede any proposal by the client, and insofar as there is any inconsistency, the terms of this agreement prevail. To the extent that this agreement or any goods or services provided in terms  of this agreement are governed by the Consumer Protection Act, 2008 (the Consumer Protection Act), no provision is intended to contravene the applicable provisions of the Consumer Protection Act, and therefore all provisions of this agreement must be treated as being qualified, to the extent necessary, to ensure that the applicable provisions of the Consumer Protection Act are complied with.

Services

  • We will provide the client with our products and/or services in a timely and professional manner.
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  • If the client decides the services aren’t exactly what he/she is looking for, don’t worry because We can change the scope of the Services for at your request.

Cost & Payment

  • Changes to invoiced amounts are subject to change when agreed upon in writing, such as emails or subsequent formal documents like letters or tax invoices.
  • We will not begin any work on any project until a contract is signed by both parties. Such approval will constitute an agreement between us in accordance with the terms in such a contract.
  • The specific fees and billing sequences for each project or service will be described in future quotes and/or tax invoices.
  • We reserve the right to refuse to begin, complete or deliver any work until the appropriate fees agreed upon are paid according to the billing sequence specified.
  • Should any of the invoices not be paid within the time specified in the payment terms we reserve the right to charge interest at the maximum rate permitted by law.
  • Should we be forced to attain attorneys/debt collectors to recover outstanding amounts, such fees and legal costs that may be necessary, as well as any loss of revenue due to legal action and interest charges incurred, will be paid by you, the client.
  • Unless otherwise stated, our fees do not include such items/services as contracted work provided by external media platforms, such as Google Ads, Facebook etc. These services will be regarded as ‘out-of-pocket’ expenses and must be paid by the client directly.
  • Quotations are valid for 30 days maximum. Cost of sales (e.g. for software, outsourced specialists etc.) is included at current rates at the time of quotation — any increase due to suppliers’ increase will be for your account.
  • If we are required by the nature of the assignment to travel to out-of-town locations, any out-of-pocket expenses incurred for transportation, meals and lodging will be billed at a reasonable cost.
  • Any travel costs incurred on behalf of the client will be billed at the current rate calculated by the AA (Automobile Association).
  • Pathfind Media’s fees quoted apply only to regular working hours: 8am—5pm, Monday to Friday. If the client requests project work to be performed at times other than stipulated office hours, additional overtime charges based on standard O.T. rates apply, except for changes/amendments deemed necessary by the designer.

Once-off work

  • As soon as once-off work is signed off, all additional work will be done within retainer hours or subject to an hourly rate.
  • Late payments will be subject to a 10% increase of the original agreed-upon amount.
  • The project will not be handed over or go online (in the case of a website) if (final/interval) payment has not been cleared.
  • Non-payment will lead to cancellation of the project by Pathfind Media and/or legal action.

Recurring payments

  • A website down payment plan cannot be cancelled before the full invoiced amount has been paid.
  • Website inclusive packages cannot be cancelled before 24 months.
  • If a website down payment or website inclusive package payment is unpaid for two months (60 days), the website will be taken offline and deleted.
  • A monthly service retainer can be cancelled in writing, one month in advance.
  • The monthly service retainer price is fixed and payable on the 25th of each month.
  • Unused retainer hours cannot be carried over to the next month.
  • Work which is done outside of the scope of- or exceeding the allocated retainer hours, can either be carried across to the next months (up to maximum 3 months) or will be billed separately at a 20% increase in the retainer-hour rate.

Website content

  • All details and job-specific materials required to complete a project must be provided by the client in its entirety before work can commence.
  • We only accept the final, acceptable content (no draft versions) unless we are assigned, with compensation, to create content.
  • The client undertakes to give specific guidelines as to where the content needs to be used, and assume all responsibility for the website copywriting- and/or copy editing (textual content) expressly noted otherwise.
  • If we are assigned to do the copywriting- and/or copy editing, the client still accepts responsibility to provide us with the framework/briefing for what to write.
  • Website copy is to be sent (or collaborated upon in the case where we do the copywriting) in Google Docs unless expressly agreed upon otherwise.
  • Logos to be used in the project should be provided in the .png format (with a transparent background) or in the open file format (Adobe).
  • Visual content (photos, illustrations, videos) to be used in the project should also be provided in appropriate formats (.jpeg, .png, .mp4). No images will be accepted from inside a Word-, Excel- or PowerPoint documents.
  • If we are assigned to source stock images/videos, the client needs to give specific guidelines for the look and feel and/or kind of images/videos you want.
  • The client undertakes to give specific guidelines as to where and how all content types need to be used on the website. Where no specific guidelines are given, We will take full creative licence and revisions will be limited to point 7 in this contract.
  • Any changes We need to make because of incorrect or inappropriate content or briefing from the client’s side (for e.g. grammar errors in copy or images in incorrect formats) will be subject to subsequent charges with or without notification.
  • Changes or additions to content after its incorporation into designs will be subsequently charged for at an hourly rate or done within retainer hours.
  • Social media access on an administration level needs to be granted in the case of social media marketing work assigned.
  • The number of visual items is limited to 15 items per web page unless expressly noted differently.
  • The number of words is limited to 900 words per web page unless expressly noted differently.

Timeline

  • Unless otherwise specified, Pathfind Media’s work will be done within reasonable time schedules. In cases when the work needs to be done on a RUSH basis, any additional cost incurred due to such circumstances will be reflected in our billing costs.
  • Due dates and deliverables are subject to the client’s cooperation in providing the required information, as well as reasonability of Pathfind Media’s workload.
  • The client hereby waives any right to hold Pathfind Media liable for late delivery, due to the late provision of content.
  • We will share the schedule for the project with you via our project management tool. If a project is extended one month (30 days) beyond the sign-off date scheduled because of a lack of feedback from the client or non-provision of content, the invoiced amount will be increased with 2.5% each month thereafter, until the project is completed.
  • We will share our progress with the client via email and will be available to answer any questions the client may have for the duration of the project.
  • We will be available for 14 days after the project is signed off, to provide the client with reasonable technical support and correct any possible errors or deficiencies.

Revisions

  • All briefing and subsequent client alterations must be provided in writing.
  • The better you give specific guidelines for the client’s desired outcome, the less revision will be necessary. The client thus assumes the responsibility to clearly communicate your end result.
  • After the first phase of a given project (the landing page design in the case of a website or the first drafts of a logo/graphical element in the case of a branding project), one revision meeting will be scheduled. Revision requests will be limited to two hours of work, which will be deducted from the allocated project hours.
  • After the last phase of a given project, a final revision meeting will be scheduled and four hours of revisions will be provisioned.
  • Any work requested by you, the client, and performed by us, Pathfind Media, after it has been approved, and which was not included in the allocated alterations or client-requested changes will be considered as ‘new work’ and billed in addition to the original agreed upon prices.
  • If the scope or nature of the job changes to such an extent that the original ‘Letter of Agreement/Briefing’ is no longer applicable, a new letter will be submitted and must be agreed upon by both parties before any further work can proceed.

Hosting, Domains, Mailboxes

  • A hosting package is limited to the agreed data usage in the tax invoice and an additional charge will be applicable if the limits are breached.
  • We require all client’s mailboxes to be set up as IMAP accounts, as opposed to POP accounts – in other words, to not keep backups of their emails on our server.
  • Pathfind Media is not responsible to set up email accounts on the client’s email client (such as Microsoft Outlook, Thunderbird or Mobile phones). A detailed setup guide will be provided for this setup to be done by the client. Support rendered will be provisioned from retainer hours or at an hourly rate.
  • Pathfind Media’s dedicated server is managed by Hetzner Hosting and their terms and conditions are applicable to any of our clients. Please read their terms and conditions here.
  • In the case of a domain, hosting and email transfer to our server, it is the client’s responsibility to back up your current emails. Pathfind Media takes no responsibility for the loss of email.

Website security and troubleshooting

  • If the client does not have a Website Application Firewall (https://pathfindmedia.com/wordpress-security/), we will not take any responsibility for a website or mailbox being hacked, broken or not working properly after delivery.
  • If the client or one of the client’s delegates logs into the backend of the website and breaks something, Pathfind Media will not be held liable to fix it, and separate charges will be applicable.

Service exclusion

  • Off-page SEO (https://pathfindmedia.com/need-know-off-page-seo/)
  • E-marketing strategies (unless specifically requested)
  • Marketing on behalf of the client’s business (unless specifically agreed upon)
  • Legally compliant Privacy Policies and GDPR configuration. Pathfind Media will not be legally responsible for any legal action against the client based on any website content or configuration.

Additional charges

  • Google Maps: If We are assigned to set up a Google Maps API for the client on the client’s website, using Pathfind Media’s Google Account, the client might be charged subsequently based on the number of users (website traffic) on the client’s website. Pricing for Google’s core products is paid as you go and you only pay for what you use. We have a recurring $200 credit on Pathfind Media’s Google billing account each month to offset your usage costs, but if this gets exceeded, the client will be billed according to usage. Alternatively, we can set up Google Maps using the client’s own Google Account. Read more: Google maps billing.

Intellectual Property

  • The client will own the masterpiece, also known as the website or branding we create for the client and any visuals that We provide with it. We will turn over our work product, including any necessary files.
  • The client will be responsible for their safekeeping. We are not required to keep copies.
  • The client guarantees that he/she has the legal right to all elements of text, photographs, and anything else that the client provide to Pathfind Media and that he/she will not hold Pathfind Media responsible for any third-party claims.
  • We will own any copyrightable work, ideas, inventions, products, or other information that We create in connection with the Services We are providing.
  • We guarantee that We have the legal right to all elements related to the Services We are providing and will not hold the client responsible for any third-party claims.
  • We reserve the right to refuse to be a party to any project which, in our reasonable judgment, would be illegal, fraudulent, or in some other way harmful to the best interests of our company. We will not be responsible for any claims made by the client in this regard.
  • Showcase: This work will be showcased on Pathfind Media’s website portfolio and Our Name will be added to the footer of the client’s website.

Confidentiality

  • We won’t sell your proprietary information to a third-party. This includes things like trade secrets, know-how, or any other confidential information that is not publicly available.

Assignment

  • The Parties may not assign the responsibilities that they have under this Agreement to anyone else unless both Parties agree to the assignment in writing.
  • The terms and conditions stipulated in this working agreement is binding for both parties, their possible successors, and their personal representatives. The agreement can be adapted if both parties agree in writing. All agreements are subject to the law of the Republic of South Africa.

Limitation of Liability

  • We will not be legally responsible for any legal action against the client based on any website content or configuration
  • We will not be legally responsible for any claims from the client or a third-party claim, for damages like lost profits, lost savings, incidental damages, consequential damages, or special damages.
  • In the event that you sustain a loss or inconvenience due to a claim, lawsuit or proceeding brought against you as a result of the publication of material which you approved of and authorised us to produce for you, you agree to indemnify Pathfind Media and its members for any such losses.

Dispute Resolution

  • Negotiation: We want to work this out.  In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
  • Mediation/Arbitration: If talking it over doesn’t go well, either Party may initiate mediation or binding arbitration in a forum mutually agreed to by the Parties.
  • Litigation: If litigation is necessary, this Agreement will be interpreted based on the laws of the Republic of South Africa, regardless of any conflict of law issues that may arise. The Parties agree that the dispute will be resolved at a court of competent jurisdiction in the agreed upon a city of South Africa.
  • Attorney’s Fees: The prevailing party, or “winner” as non-lawyers call it, will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.

Severability

  • If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.

Complete Contract

  • This Agreement puts the Parties entire understanding of the Services to be performed and anything else the Parties have agreed to in writing. This Agreement supersedes any other written or verbal communications between the Parties. Any subsequent changes to this Agreement must be made in writing and signed by both Parties.

Notices

  • We reserve the right to change or modify the current terms and agreements.
  • All notices under this agreement must be sent by either email with return confirmation of receipt.

Kill/Cancellation/Rejection Fee

  • The client can end this Agreement by giving Pathfind Media due notice (based on payment schedule specified above) and paying Pathfind Media for the Services We have completed.
  • This Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement and all payments have been made.

Agreement

  • The placing of an order implies an acceptance of the conditions stated in this agreement. Work will only be produced once this contract has been signed. Terms and conditions shall not be modified or altered in any respect except by mutual agreement in writing. If the client agrees to the terms of this Agreement then this Agreement will become effective on the date specified.

 

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