PROPOSAL

The terms of this Agreement expires 5 days after being submitted to Client. If this Agreement expires, Designer may modify the Agreement and resubmit it to Client.

COMPENSATION

Client agrees to pay Designer the fees listed in the Project Proposal (invoice), including all taxes. Client will pay Designer expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Designers standard markup of 40% (c)Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal includes only Designer fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client unless included in the proposal.

PROJECT TERMS

Unless expressly agreed in writing to the contrary Wild Heart Design will not accept liability to the Client for unforeseen delays in completing a project.

In the event that there is a delay in the completion of a project, Wild Heart Design will communicate such delays to the Client in writing via email.

All website/graphic design content needs to be provided by the client within 2 weeks of a deposit being paid to commence a project.

Additional pages, images and revisions on projects above the scope of work agreed above will attract additional charges.

The client is required to provide Wild Heart Design with all the content required for a project within the period detailed above. Should the client delay issuing Wild Heart Design with the content required for the project, Wild Heart Design reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Wild Heart Design will request any outstanding payments to be settled before the continuation of the project.

PAYMENT

Once off design work:

Wild Heart Design’s standard payment terms are 7 days from the date of invoice.

An advance of 50% of the total cost of the project is required before work can commence, unless
otherwise stated. Only upon receipt of payment, will a project be opened for the services requested. Payment is accepted by Electronic Funds Transfer (ETF) ONLY, or PayPal for International clients, in US Dollars unless otherwise agreed.

Once Wild Heart Design receives the deposit, basic design concepts will begin. The balance is due and payable on completion of the project or 30 days from commencement of the project, whichever comes first.

Wild Heart Design to submit a ‘First Mock up Draft’ of standard web site no later than ten (10)
days (larger, more complex websites- to come to an agreement) after Wild Heart Design receives signed agreement, along with down payment and initial direction from the Client (Web Site Design Brief and Content).

The Client is to provide Wild Heart Design with all the data needed to complete the website, including text, company logo, and images. Communication between Wild Heart Design and Client is crucial during this phase to ensure that the ultimate publication will match the Clients taste and requirements.

Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via email. Once acceptance is received from the Client, work will commence to complete the project.

Upon completion of the website, an approval email will be sent to the Client. Client will supply written approval by via email.

Final payment to be paid within 30 days of commencement of the project, or upon project completion whichever comes first. Any additional charges incurred will be due within seven (7) days after delivery of the project and invoice. All payments are non- refundable and required even if deliverables are not used by client. Should payment not be made within thirty (30) days of notification, a late payment penalty of R550 will be charged per month that the fees remain outstanding. Wild Heart Design reserves the right to remove all web content from the website if payment is not made within thirty (30) days of completion notification. If case collection proves necessary, Client agrees to pay all fees incurred in that process.

Cancellation of the project at the request of the Client must be made by registered email. In the event that work is postponed or cancelled at the request of the Client by registered email, Concept Design South Africa shall have the right to retain the original deposit. In the event this amount is not sufficient to cover Wild Heart Design for the time and expense already invested in
the project, the Client shall be liable to pay for all work completed at the hourly rate. If additional payment is due, this will be billed to the Client within seven (7) days of notification via registered letter to stop work.

Month-to-month packages: 100% Payment is due upfront on the 25th of every month via PayFast, and Client accepts the Deliverables for that invoice. All invoices are payable within 5 days of receipt. Invoices shall list any expenses and additional costs as separate items.

SEO TERMS

Wild Heart Design accepts no responsibility nor liability to the Client for the actual rankings achieved or how such rankings may vary over time. Search engines are known to change their algorithms and in such doing rankings and traffic may fluctuate.

CHANGES TO PROJECT SCOPE

If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Designer a written Change Order describing the requested changes in detail. Within 5 days of receiving a Change Order, Designer will respond with a statement proposing designers availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Designer will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Designers hourly rate of R650 per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Designer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have 5 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Designer will not be obligated to perform any services beyond those in the original Agreement.

DELAYS

Client shall use all reasonable efforts to provide needed information, materials and approvals prior to the commencement of a project. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be 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.

EVALUATION AND ACCEPTANCE

In the event that there is a delay in the completion of a project, Wild Heart Design will communicate such delays to the Client in writing via email.

All website/graphic design content needs to be provided by the client within 2 weeks of a deposit being paid to commence a project.

Additional pages, images and revisions on projects above the scope of work agreed above will attract additional charges.

The client is required to provide Wild Heart Design with all the content required for a project within the period detailed above. Should the client delay issuing Wild Heart Design with the content required for the project, Wild Heart Design reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Wild Heart Design will request any outstanding payments to be settled before the continuation of the project.

Wild Heart Design to submit a ‘First Mock up Draft’ of standard web site no later than ten (10)
days (larger, more complex websites- to come to an agreement) after Wild Heart Design receives signed agreement, along with down payment and initial direction from the Client (Web Site Design Brief and Content).

The Client is to provide Wild Heart Design with all the data needed to complete the website, including text, company logo, and images. Communication between Wild Heart Design and Client is crucial during this phase to ensure that the ultimate publication will match the Clients taste and requirements.

Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via email. Once acceptance is received from the Client, work will commence to complete the project.

Upon completion of the website, an approval email will be sent to the Client. Client will supply written approval by via email.

WEBSITE COMPLETION

Wild Heart Design and Client must work together to complete the web site in a timely manner for both parties to remain profitable. We agree to work expeditiously to complete this project no later than thirty (30) working days from date of cleared deposit, and receiving all relevant material from the Client.

Wild Heart Design, however, cannot be held liable for late completion should the Client not revert with feedback in a timely manner.

ACCREDITATION AND PROMOTION

Designer shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Designer in the Deliverables on each page of the Final Deliverables. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

CONFIDENTIAL INFORMATION

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.

RELATIONSHIP OF THE PARTIES

Designer is an independent contractor. Designer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.

REPRESENTATIONS AND WARRANTIES

Client represents and warrants to Designer that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Designer represents and warranty to Client that to the best of Designer’s knowledge, the Deliverables will not violate the rights of any third parties.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS 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.

INDEMNIFICATION AND LIABILITY

Client shall indemnify Designer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client.

THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), 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, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER 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 DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

TERM AND TERMINATION

This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on 30 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30 day period. Cancellation of the project at the request of the Client must be made by registered email. In the event that work is postponed or cancelled at the request of the Client by registered email, Concept Design South Africa shall have the right to retain the original deposit. In the event this amount is not sufficient to cover Wild Heart Design for the time and expense already invested in the project, the Client shall be liable to pay for all work completed at the hourly rate. If additional payment is due, this will be billed to the Client within seven (7) days of notification via registered letter to stop work.

In the case of month-to-month packages, all website content and databases will remain the property of the Designer, if the client wishes to terminate service and retain the web content they will be subject to a R2500 transfer fee. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Designer for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.

LICENSE

Designer grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.

PRELIMINARY WORKS

Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within thirty (30) days of completion of the Services. All Designer Tools are and shall remain the exclusive property of Designer. Designer grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project.

SUPPORT SERVICES

Once off projects: During the first 3 months following expiration of this Agreement, Designer shall provide up to 2 hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and correcting any errors or deficiencies from the original specifications. Requests for additional support will be billed on a time and materials basis at Designers standard rate. The services in the Warranty Period and do not include enhancements to the Project or other services outside the scope of the Proposal.

ALTERATIONS

Alteration of any Deliverable is prohibited without the express permission of Designer. Designer will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.

DISPUTE RESOLUTION

Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.

COPYRIGHT

The Client represents to Wild Heart Design and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Wild Heart Design for inclusion in web pages 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,
and defend Wild Heart Design and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

GENERAL

Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing by: (a) Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by the law of South Africa. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.

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