Standard Terms and Conditions of TLD Projects (Pty) Ltd
Registration Number 1994 / 000916 / 07
Trading as Trade and Lateral Development (Pty) Ltd
1.1 These terms and conditions:
(a) apply to all work done by TLD Projects (Pty) Ltd, company registration number 1994/000916/07 (the Company) for the customer; and
(b) together with the customer’s written confirmation of the Company’s written proposal (the Job Card) contain the entire agreement (the Agreement) of the parties as to their subject matter.
1.2 Neither party is bound:
(a) to any agreement for work to be undertaken by the Company; or
(b) by any condition, warranty, representation or undertaking of any kind, whether express or implied;
except as set forth in the Agreement.
1.3 The Company may amend these terms and conditions at any time but no amendment or modification of the Agreement shall be valid unless in writing and signed by both parties.
2. Execution of the Work
2.1 The work (the Works) to be undertaken by the Company is as described in the Job Card.
2.2 The final execution of the Works is subject to the written approval of the customer, which approval constitutes the customer’s final acceptance of the Works “as is” and who, with effect from that approval, is solely is responsible for any errors in the Works.
2.3 The customer:
(a) Undertakes to furnish the Company in the format specified on the Job Card (normally MS Word or Excel format):
(i) all material described in the Job Card which may include email address lists; and
(ii) any other material reasonably required of the customer in order to enable the Company to execute the Works.
(b) Authorises the Company to append the tag line:
(i) “Site by Trade and Lateral Development”, hyperlinked to the Company’s web site, on each page of any website produced by the Company in the execution of the Works; and
(ii) append its logo and/or an email disclaimer on all emails sent for the Customer in the execution of the Works.
(c) Acknowledges that:
(i) Insofar the Company publishes anything or procures the publication of anything in the execution of the Works, it does so with the authority of the customer and as its agent; and
(ii) by supplying the Company with email addresses, it authorises the Company to use those email addresses as its agent for the purposes of executing the Works, which authority includes the Company authorising third party electronic mail services providers to also use those addresses for this purpose.
(iii) Such email service providers will require the customer to abide by their terms and conditions of use, which the customer agrees to do.
(d) Warrants that:
(i) none of the material referred to in clause 2.3 breaches any rights of copyright that may repose in such material, or any other intellectual property rights of any person; and
(ii) any email addresses that it supplies to the Company are accurate, have been lawfully obtained, and may be lawfully used by the Company in the execution of the Works.
2.4 The Company warrants that it shall not use nor authorise any other person to use email addresses supplied by the customer, or any other material supplied by the customer, otherwise than in the execution of the Works, or with the customer’s written consent.
2.5 While the Company undertakes to take reasonable measures to protect the integrity of the material supplied to it by the customer, all electronic data compiled or published in the execution of the Works (the Data), the Company makes no warranties in this regard. The customer is solely responsible for backing up and otherwise protecting and ensuring the integrity of the Data.
3.1 The fees payable to the Company are as set out in the Job Card, which are payable free of exchange and without deduction set off or demand by electronic transfer into the Company’s nominated bank account, once the customer notifies the Company in writing and accepts the Works as ready for publication. The Company may however require a 50% (fifty percent) non-refundable deposit upon the Company’s receipt of the written confirmation of the Company’s proposal referred to in clause 1.1(b) in respect of work done in connection with website design.
3.2 All amounts payable to the Company are quoted VAT not applicable, unless the contrary is stated on the Job Card.
3.3 The Company may suspend the execution of the Works or any portion of the Works for so long as the customer is in default of any obligation owing by it to the Company.
3.4 All material supplied by the Company in the execution of the works remains the Company’s property until such time as the Company has been paid in full.
4.1 The Company may in its sole discretion either suspend its execution of the Works or terminate the Agreement or both if:
(a) the customer breaches any of the warranties set out in clause 2.3; or
(b) any mail service provider referred to in clause 2.3(c) informs the Company that the dispatch of electronic communications to the email addresses supplied by the customer constitutes spam.
4.2 Either party may (without prejudice to any rights stipulated in this Agreement or otherwise) terminate this agreement in the event of a material breach of this Agreement by the other, provided the party breaching a material term of this Agreement is notified in writing of that breach and then fails to remedy such breach within 21 (twenty-one) days (or if that period is an unreasonably short period of time within which to rectify the breach, a reasonable period of time) of receipt of a written notice from the other party calling on it to do so.
5. Claims and Indemnities
The customer waives all and any claims it may have against the Company howsoever arising from the Company’s execution of the Works (other than claims for intentional wrongdoing) and indemnifies the Company against all and any claims that may be brought against the Company howsoever those claims may arise from the execution of the Works.