Afrideveloper Terms and Conditions
Agreement means the Project Proposal, Sales Agreement, Terms and Conditions and any other attached documents.
The Client means the company or individual requesting the services of Afrideveloper.
The Project means the body of work that is being undertaken, normally consisting of several connected parts, such as consultation, graphic design, website development, mobile App development and/or hosting.
Afrideveloper is a division of Afriplatform (Pty) Ltd, South Africa.
Us refers to as Afrideveloper.
Final Deliverables means the final versions of Deliverables provided by Afrideveloper and accepted by Client. The date of the acceptance is the day which client accepted the final deliverables or the client confirms by means of the balance payment.
General Work Agreement
Afrideveloper will carry out work only where a project agreement or confirmation notice is provided either by email, telephone, mail or fax. A project agreement is deemed to be a written or verbal contract between Afrideveloper and the client; this includes telephone and email agreements.
Remunerations and Compensations
Fees: Client agrees to pay Afrideveloper the fees listed in the Project Proposal, including all taxes.
Expenses: Client will pay Afrideveloper expenses, including but not limited to:
(a) Incidental and out-of-pocket expenses at cost;
(b) Mileage reimbursement, other than normal commuting, at R2 per kilometer;
(c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval.
Additional Costs: Pricing in the Project Proposal includes only project fees. Any other costs, such as hosting, art licensing or photography etc, will be billed to Client, unless stated the otherwise in the project proposal.
Hosting Final Deliverables: Afrideveloper shall host the Final Deliverables on Afrideveloper’s web space while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal, and the delay is not caused by Afrideveloper, Client agrees to pay Afrideveloper R200 per month for hosting until the Final Deliverables are moved to Client’s server.
Payment and Late Payment
Payment Terms: Payment term is agreed and stated in the project quotation or agreement and shall be strictly enforced.
Cancellation: Afrideveloper has the right to charge the client 60% of the total web or App development costs, should the client cancels the project after the deposit had been paid, regardless of the amount of work which has been done. Afrideveloper also obtains the right to charge the client up to 80% of the total web or App development costs, should the client cancel the project after the design concepts have been agreed but prior to the website going live. 100% of the fees and any legal expenses will be billed to the client if the project is completed or the final invoice has been issued. The scale of the charge will be dependent on what stage the project is at when the cancellation takes place.
Late Payment Fee: A weekly service fee of 2 percent (2%), or the maximum allowed by law, is payable on all overdue balances (if the client has received the final invoice and have not paid within 2 weeks).
Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
Collection Expenses: Client shall pay all collection or legal fees caused by late payments.
Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
Withholding Delivery: Afrideveloper may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
Website or App Development
- All websites are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and touchpads. However, Afrideveloper cannot guarantee complete and/or long term compatibility across every major browser, platform or handheld device due to updates/upgrades by their respective vendors.
- Afrideveloper cannot guarantee compatibility in old or redundant browser software.
- All packages with the exception of our basic package (those which does not require CMS) will be developed using a Content Management System (CMS). In order to maintain compatibility between clients, Afrideveloper may use the any CMS which determined to be best suitable for the project. E-Commerce stores may use different management systems depending on the scale and complexity of the Project.
Changes to project scope
Change Request: If Client wants to change the Scope of the project after acceptance of this Agreement, Client shall send Afrideveloper a written notice with detailed description of the changes needed to be done. Within 5 working days of receiving a written notice, Afrideveloper will respond with a statement proposing any of our availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions.
Major Change: If Client requests are at or near 20% percent of the time required to produce the Final Deliverables, or the value of the Scope of Services, Afrideveloper shall be entitled to submit a new and separate Project Proposal to Client for written approval. Afrideveloper shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.
Medium Change: If Client requests are Medium Changes such as modifying certain points on the project scope or modifying the layout of one page, which result a change in certain functionalities, such changes shall be billed on the spot and added onto all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Afrideveloper may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
Minor Change: If Client requests are Minor Changes, such as modifying certain content on the website or modifying the layout of one page, which does NOT result a change in certain functionality, such changes shall not be billed by Afrideveloper. However, Afrideveloper may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
Afrideveloper Delays: Afrideveloper shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Afrideveloper may extend the due date for any Deliverable by giving written notice to Client. Due to the nature of the complexity of the advance projects, the client shall allow such extensions to the maximum extent.
Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
Should the client requests Afrideveloper to populate the database entries manually, a rate of R1 per entry shall be billed to the client. Database entries includes, but not limited to: any products or services, texts or images.
Testing and Acceptance
Testing: Afrideveloper will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.
Approval Periods: Client shall, within 7 business days after receiving each Deliverable, notify Afrideveloper in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or minor changes required. Afrideveloper shall, within 14 business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Afrideveloper shall be granted to extend or modify any delivery schedule or deadlines in the Agreement. Client shall, within 7 business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Photographs and Images
- Any images or photographs that you supply should be in digital format, usually no smaller than 1024×768 pixels, with a suitable resolution that will allow them to be resized and used on screen. Traditional paper photographs requiring scanning is acceptable (if accepted by the client), however, there may be additional costs incurred due to time spent scanning and retouching the images. This depends entirely on the project and the number of images involved.
- Any images that Afrideveloper asked to obtain from third party photographers or stock photography will be charged as an additional cost.
- The Client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Afrideveloper for inclusion in their website, or other design, are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Afrideveloper and its subcontractors from any liability (including solicitors fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.
- Evidence of ownership or permissions may be requested by Afrideveloper.
- The Client will own, or have express permission to use, the text files, images, graphics and any visual elements, video or sound bytes, that you may have sent to us to use in connection with the project.
- Afrideveloper will maintain copies of all the files used in connection with your project. Copies of the website files are maintained by us for a reasonable time (usually at least one year), and if you are hosting with us, then files are maintained both locally and on external servers.
- The copyright to the markup, CSS files, other code that may have been used by us for you, or certain images that Afrideveloper may have supplied to or for you are licensed to you in connection with this web design project, and will be licensed solely to the domain name on which the website files reside. If you own the domain name, then you own the copyright.
- At the bottom of the website page(s) after payment has been completed, usually it will say Copyright and the name of your business or company. Afrideveloper do however reserve the right as the Company responsible for the design and/or development to place a small and unobtrusive link at the bottom of your website, thereby not hindering or distracting from your own website design.
- As the development company, Afrideveloper also reserve the right to display and link to your completed project as part of our portfolio, and to write about the project on other web sites, in magazine or articles, books, written or digital publications of any design and source. Please inform us in advance of the website going live if you DO NOT want us to add your site to our portfolio of work.
Representations and Warranties
By Client: Client represents and warrants to Afrideveloper that:
- To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party;
- Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials;
- Client will obtain all necessary and appropriate rights and licenses to grant license to Afrideveloper to use Third Party Materials.
By Afrideveloper: Afrideveloper represents and warranty to Client that:
- Afrideveloper will provide the Services identified in the Agreement in a professional and workmanlike manner;
- Afrideveloper shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Designer Tools, sufficient for Afrideveloper to grant the intellectual property rights provided in this Agreement;
- To the best of Afrideveloper’s knowledge, the Deliverables will not violate the rights of any third parties;
- If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Afrideveloper shall be void.
- Except for the express representations and warranties stated in this agreement, Afrideveloper makes no warranties whatsoever. Afrideveloper explicitly disclaims any other warranties of any kind, either expressed or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
Client’s “Confidential Information” includes information that Afrideveloper should reasonably believe to be confidential. Afrideveloper’s “Confidential Information” includes the source code of any Designer Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Indemnification and Liability
By Client: Client shall indemnify Afrideveloper from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Afrideveloper shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
By Afrideveloper: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Afrideveloper may at its own expense, replace any infringing content with non-infringing content.
Limitation of Liability
The services and the work product of Afrideveloper are sold as is according to the accepted Final Deliverables. Under all circumstances, Afrideveloper and its directors, officers, employees, design agents and affiliates will not be held liable to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise. In no event shall Afrideveloper 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 Afrideveloper, even if Afrideveloper has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. Afrideveloper will also not be held liable for any missed launch date or deadline, if the Client has been late in supplying materials, or has not approved or signed off work on time, at any stage.
- The completed project will not launch until all outstanding payment is settled in full, unless special agreement has been reached in advance.
- Lifetime free support means free technical assistance on the website functionalities such as any bug or default or any misrepresentation of the content. It does not include any upgrade or maintenance on the website. However, this only limit to the client alone and within the limit of the guided operations. As soon as any third party operation or any misappropriate operation by the client taking place, the support will be void.
- Should the client requests to switch to another hosting provider, a transfer fee (including backup, downloads, transfer and setup) of R300 will be charge to the client.
- The Free 12 months Hosting included in the packages will be the shared hosting only. Afrideveloper shall determine which service provider to use.
- Afrideveloper is not responsible for writing or inputting any text copy unless this has been specified by the client.
- If you are hosting the website elsewhere, Afrideveloper cannot guarantee that the website is fully compatible with all hosting provider’s server operating systems, especially any contact forms, Content Management Systems, database driven websites, etc.
- Afrideveloper do not offer any hosting support if you elect not to host the website with us.
- Afrideveloper cannot guarantee that the functions contained within any web page or App page (or part of your website design), will always be error free, and therefore Afrideveloper will not be liable in any way whatsoever to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.
- If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. You cannot transfer this contract to anyone else without our consent or permission.
- This contract remains in force and need not be renewed.
Changes to these Terms and Conditions
Afrideveloper reserves the right to add, delete, or modify any provision of these Terms and Conditions at any time without notice. Failure to receive notification of a change does not make those changes invalid. These Terms and Conditions will always be available to download or print from our website.
For more information, please contact us at www.afrideveloper.com/contact