This is an agreement between THE CLIENT and 0526 GRAPHIC AND WEB DESIGN cc (hereafter referred to as 0526 GRAPHIC AND WEB DESIGN cc ) regarding the clients use of 0526 GRAPHIC AND WEB DESIGN cc  Design Services. This Agreement governs the terms and conditions under which 0526 GRAPHIC AND WEB DESIGN cc  makes the services offered by 0526 GRAPHIC AND WEB DESIGN cc  available to individual consumers through a personal computer or similar access, or to individual consumers or small businesses in connection with the “0526 GRAPHIC AND WEB DESIGN cc ”  web design or similar services.

As a minor formality, 0526 GRAPHIC AND WEB DESIGN cc  conducts all Design, Development, and Positioning Service under the below agreement.

A Deposit of 50% of the quoted or packaged project will be due from the client at the acceptance of the quotation.

SECTION 1: SERVICES

1.1 Project Services

Programming and Materials. 0526 GRAPHIC AND WEB DESIGN cc agrees to perform the work or services as specified. At the Clients request 0526 GRAPHIC AND WEB DESIGN cc will report to the Client on the Status of the Work.

1.2 Conduct of Services

0526 GRAPHIC AND WEB DESIGN cc shall use its best effort to complete the Work outlined, and with a level of skill commensurate with the requirements of this Agreement.

1.3 Acceptance of Results

Client will inform 0526 GRAPHIC AND WEB DESIGN cc  in writing on the same or next day after receiving the Work, or milestone deliverables of the Work, whether or not the Client is satisfied with the Work and to advise of any changes, if required.

1.4 Additional Services

When required by the Client, the parties shall in good faith negotiate Supplemental Statements of Work (“Supplements”), each of which shall be deemed a part of this Agreement.

1.5 Method of Delivery

Unless otherwise specified by the Client, the method of delivery for completed works, under this agreement, shall be made, in the case of websites, through the uploading to the hosting web server. Whereby making the completed project available to all who visit Clients Internet domain. For all other completed works via an acceptable electronic communication medium, i.e. e-mail.

1.6 Method of Performing Services

0526 GRAPHIC AND WEB DESIGN cc shall have the right to determine the method, details, and means of performing the work to be done for the Client. The Client shall have no right to, and shall not, control the manner or determine the method of accomplishing 0526 GRAPHIC AND WEB DESIGN cc ’s services. 0526 GRAPHIC AND WEB DESIGN cc may, however, require the Client’s personnel at all times to observe security and safety policies of 0526 GRAPHIC AND WEB DESIGN cc. In addition, the Client shall be entitled to exercise broad general power of supervision and control over the results of the Work performed by 0526 GRAPHIC AND WEB DESIGN cc or 0526 GRAPHIC AND WEB DESIGN cc ‘s personnel to ensure satisfactory performance, including the right to stop work, the right to make suggestions or recommendations as to details of the work, and the right to propose modifications to the work.

1.7 Reporting

At the Client’s request, 0526 GRAPHIC AND WEB DESIGN cc will report to the Client on the status of the Work. Unless otherwise specified by the Client, all works will be made available to the Client via the Clients website.

SECTION 2: PAYMENT

2.1 Fees

Compensation for all Work shall be specified in the quotation.

2.2 Payment Terms

As applied to “New Client Projects”, unless otherwise noted. The Client is required to pay a deposit of 50% of the total cost, prior to start of project. The Client further understands that the remaining balance will be due within 5 days of completion of the project. The work will be handed over to the client upon receipt of final payment.

SECTION 3: TERMS

3.1 Term

The term of this Agreement shall commence on the date of acceptance of the quotation, either in writing or implied by the payment of the required deposit and will end on the date of receipt of final payment.

3.2 Termination

0526 GRAPHIC AND WEB DESIGN cc and the Client may terminate this Agreement at any time, for any reason, with or without cause, by giving the Client or Company written notice of termination. Termination will be effective within forty-eight hours of receipt of notice. If the Client terminates for convenience, it will pay 0526 GRAPHIC AND WEB DESIGN cc  either for hours worked up to the date of termination, or in the case of a flat fee, for all accepted milestones and a prorated amount for partially completed deliverables. 0526 GRAPHIC AND WEB DESIGN cc will submit invoices to the Client for payment of all outstanding amounts and the Client will pay all undisputed amounts within seven (7) days of receipt of the invoices.

3.3 Termination for Material Breach

Either party has the right to terminate this Agreement if the other party breaches, or is in default of any obligation hereunder, which default is incapable of cure, or which, being capable of cure, has not been cured within fifteen (15) business days after receipt of written notice from the non-defaulting party, or within such additional cure period as the non-defaulting party may authorize.

3.4 Remaining Payments

Within three (3) days of termination of this Agreement for any reason, 0526 GRAPHIC AND WEB DESIGN cc shall submit to Client an itemised invoice for any fees or expenses accrued under this Agreement. The Client, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to 0526 GRAPHIC AND WEB DESIGN cc whatsoever for any further fees or expenses arising hereunder.

3.5 Survival of Termination

Notwithstanding any termination of the terms of this Agreement, the rights and licenses granted under Section 4 and the Trade Secret and Proprietary Protection of Section 5 hereof shall continue in effect in accordance with their terms and the Confidentiality of Section 6.

SECTION 4: RIGHTS AND LICENSES

4.1 Ownership

As between 0526 GRAPHIC AND WEB DESIGN cc  and the Client, except as set forth below in this Section 5, all right, title, and interest, including copyright interests and any other intellectual property, in and to the Work, or any deliverables created by the Work, including but not limited to any other programs, systems, data, or materials produced or provided by 0526 GRAPHIC AND WEB DESIGN cc , alone or in combination with the Client and/or its employees, under this Agreement shall become the property of Client upon receipt of final payment for services.

4.2 Company Data

All right, title, and interest in and to any data relating to 0526 GRAPHIC AND WEB DESIGN cc ‘s business are and shall remain the property of 0526 GRAPHIC AND WEB DESIGN cc, whether or not supplied to the Client.

SECTION 5: TRADE SECRETS

As used herein, the term “Trade Secret (s)” shall include, but not limited to, 0526 GRAPHIC AND WEB DESIGN cc  information encompassed in all patents, patent applications, copyrights, computer software, web documents, source codes, documentation and operating manuals for such software or source codes, scientific or technical data, information, design process, procedure, formula, or improvement that is commercially valuable to 0526 GRAPHIC AND WEB DESIGN cc  know-how, plans, proposals, marketing and sales plans, Company lists, Company files, financial information, costs, pricing information, risk analysis, information regarding 0526 GRAPHIC AND WEB DESIGN cc  prospects and dealers or distributors, and all concepts or ideas in or reasonably related to the business of 0526 GRAPHIC AND WEB DESIGN cc (whether or not conceived by the Client or employees or agents of 0526 GRAPHIC AND WEB DESIGN cc ) and not generally in the industry.

SECTION 6: WARRANTIES OF WORK

6.1 0526 GRAPHIC AND WEB DESIGN cc  warrants and represents that it will perform the Work with due diligence and in full compliance with the terms and conditions of this Agreement and the highest professional standards of one skilled in 0526 GRAPHIC AND WEB DESIGN cc ’s industry.

6.2 With respect to all subject matter, including ideas, inventions, creations, works, processes, designs and methods, that 0526 GRAPHIC AND WEB DESIGN cc will disclose, use, or authorised by Client to use, in its performance of the Work or the granting of any rights under this Agreement, 0526 GRAPHIC AND WEB DESIGN cc  warrants and represents that it has the right to make such disclosures, use and grant without liability to others. 0526 GRAPHIC AND WEB DESIGN cc  further warrants that: (1) it is able to perform the Work and that it does have an understanding or agreement with anyone else to perform such Work; (2) the Work, the software, if any, and all other services, information, or materials it provides will not in any way be derived from the confidential or proprietary information of any party other than 0526 GRAPHIC AND WEB DESIGN cc  or the Client unless specifically authorized in writing by such third party source, (3) the Work or software, if any, do not and will not infringe any Intellectual Property Rights of others, unless given permission from third party; and (4) 0526 GRAPHIC AND WEB DESIGN cc  has full power to enter into this Agreement, to carry out its obligations under this Agreement.

6.3 In no event shall 0526 GRAPHIC AND WEB DESIGN cc be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss/damage whatsoever arising from loss of data or profits out of or in connection with this service agreement.

SECTION 7: OTHER

7.1 Independent Contractors

The parties are and shall be independent contractors to one another, and nothing shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between 0526 GRAPHIC AND WEB DESIGN cc  and either the Client or any employee or agent of the Client.

7.2 Notices

All notices required or permitted hereunder shall be given in writing addressed to the respective parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registration or certified mail, postage prepaid.

7.3 Entire Agreement

This Agreement constitutes the entire agreement of the parties hereto and supersedes all representations, proposals, discussions, and communications, whether oral or in writing.

7.4 Parties in Interest

This Agreement is enforceable only by the Client and 0526 GRAPHIC AND WEB DESIGN cc . The terms of this Agreement are not a contract or assurance regarding compensation, continued employment, or benefit of any kind to any personnel assigned to 0526 GRAPHIC AND WEB DESIGN cc ’s work, or any beneficiary of any such personnel, and no such personnel (or any beneficiary thereof) shall be a third-party beneficiary under or pursuant to the terms of this Agreement.

7.5 Arbitration and Mediation

The parties agree that they shall endeavour to settle any dispute that arises under this Agreement by Mediation.

7.6 Expectations

As per this agreement, 0526 GRAPHIC AND WEB DESIGN cc will develop/design and provide support for such design of Client(s) work.

The below listed services might be/are included:
Web Development
Graphic Design and Implementation
Installation and Setup of Content Management System (CMS)

The client further more grants 0526 GRAPHIC AND WEB DESIGN cc between 10 – 15 working days to complete all work relating to Graphic Design and Web Design projects. Time allocations relating to System Development will be provided to the client on commencement of the work.

The Client further understands that it is the sole responsibility of the Client to provide the content (text/copy) and images for the work. 0526 GRAPHIC AND WEB DESIGN cc will design and layout the provided content (text/copy) and images within the assembled application, based on the requirements and instructions provided to 0526 GRAPHIC AND WEB DESIGN cc by the Client. 0526 GRAPHIC AND WEB DESIGN cc cannot be held liable for the content (text/copy) or images or design and layout within the assembled application were such content and instruction were received from the Client.

By providing content to 0526 GRAPHIC AND WEB DESIGN cc the Client automatically grants (or warrants that the owner of such content expressly granted) 0526 GRAPHIC AND WEB DESIGN cc, 0526 GRAPHIC AND WEB DESIGN cc Affiliates and their designees a perpetual, royalty-free, irrevocable, and non-exclusive right and license to use, copy, sub-licence, reproduce, modify, adapt, publish, translate, publicly perform, display and distribute content (including any ideas, concepts, know-how or techniques contained therein), and create derivative works from and incorporate content (or any part thereof) into any form, medium, or technology now known or later developed throughout the world. In addition, the Client warrants that it has the rights necessary to grant such licence and that all so-called “moral rights” in any content have been waived.

0526 GRAPHIC AND WEB DESIGN cc prohibits the supplying of content that contains music, software, images (still or moving), literary or artistic works or other material protected by intellectual property laws (or that may infringe others’ intellectual property rights), unless the Client owns or controls the exclusive rights thereto or has received all required consents (which the Client warrants if such content is provided). 0526 GRAPHIC AND WEB DESIGN cc prohibits the supplying of actual or suspected copyrighted materials, the use of which is unauthorised, or counterfeit materials.

7.7. Support and Maintenance

0526 GRAPHIC AND WEB DESIGN cc will provide to the client access to the Content Management System for the purposes of site maintenance and updates. 0526 GRAPHIC AND WEB DESIGN cc will also provide the Client with Tutorials on how to use the Content Management System.

SECTION 8: MISCELLANEOUS

If any provision of this agreement is held to be unenforceable, the unenforceable provision shall be deemed to be replaced by a valid, enforceable provision that most closely matches the intent of the original provision. This shall not affect the validity or enforceability of the remaining provisions.

Without prejudice to the disclaimers and liability limitations in this agreement, no claim or action against 0526 GRAPHIC AND WEB DESIGN cc or 0526 GRAPHIC AND WEB DESIGN cc Affiliates may be brought by any person in relation to or arising out of this agreement unless such claim or action is commenced and notified to 0526 GRAPHIC AND WEB DESIGN cc in writing within 1 year after the date the cause of action first arose.

0526 GRAPHIC AND WEB DESIGN cc employees and agents are not authorised to vary this agreement. Nothing said by any sales or customer relations person on behalf of 0526 GRAPHIC AND WEB DESIGN cc should be understood as a variation of this agreement or as an authorised, legally binding representation about this agreement or the nature or quality of products or Services displayed or other content. The headings in this agreement are for convenience only and shall have no effect on the construction of this agreement.