Terms and Conditions
The following Terms and Conditions of Service apply to all artwork, graphic design, print and services provided by VRDStudio.
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form. VRDStudio reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
All design work is carried out by VRDStudio on the understanding that the client has agreed to abide by these terms and conditions.
- Acceptance of Pricing and Terms and Conditions
- Pricing are valid for a period of 7 days.
- The placement of an order for design and/or any other services offered by VRDStudio, constitutes acceptance of the estimate or quotation and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the client and VRDStudio.
- Design Fees & Payment
- Fees for design services to be provided by VRDStudio, will be set out in the Product pricing or written estimate or quotation that is provided to the client.
- At the time of the client’s acceptance of this Product or estimate or quotation, indicating acceptance of the Terms & Conditions, a payment or deposits are non-refundable.
- Work on the project will not commence until VRDStudio has received the deposit payment or pre-discussed Purchase payment.
- Copyrights, Ownership and Trademarks
- By supplying text, images and other data to VRDStudio for inclusion in the client’s app / website or other design medium, the client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.
- By supplying images, text, or any other data to VRDStudio, the client grants VRDStudio permission to use this material freely in the pursuit of the design and to utilise the designs in VRDStudio portfolio unless agreed otherwise (nothing will be posted on our portfolio or social feeds before projects have gone into the public domain for at least 2 months, VRDStudio will also blur out any sensitive information pertaining to the client or IP. It is merely to show our design capabilities).
- Should VRDStudio, or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow VRDStudio to remove and/or replace the file.
- The client agrees to fully indemnify and hold VRDStudio free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary permissions.
- VRDStudio may use any Artwork/design for it’s own promotion and portfolio use (see point 3.2 above for more clarity)
- Copyright of all graphic design work is retained by VRDStudio including copy, concepts, ideas, proofs and illustrations (unless specifically released in writing) until after all invoices have been settled.
- If multiple design concepts are submitted, only one concept is deemed to be given by VRDStudio as fulfilling the contract. All other artwork designs remain the property of VRDStudio, unless agreed in writing.
- Alterations, Revisions and Supply of Content
- The client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge or additional revision sprint.
- The client also agrees that VRDStudio holds no responsibility for any amendments made by any third party, before or after a design is published.
- Unless otherwise negotiated or VRDStudio copywriting services are used, the client must supply text for their project in text file format at the start of the project as well as graphics (logos, images, etc.) to be used. Text should be as close as reasonably possible to final format, with accuracy of content, spelling and grammar checked and little or no formatting (includes text from previous app/websites). VRDStudio assumes all written content adheres to copyright laws.
- Images are also expected to be supplied before work begins, unless by prior negotiation or if using VRDStudio photography or stock image services. Images should be supplied in the highest resolution electronic format possible, i.e. logos/images in original Illustrator / Photoshop format, or hi-res JPEG files (300 dpi). VRDStudio assumes that all correct permissions have been sought and/or royalties paid for images used.
- Unless otherwise quoted or negotiated, projects include 4 hours of extra design time called a revision sprint. For any work beyond the 4 hours of design time, an additional revision sprint will be charged. We will advise you and seek your agreement before proceeding with any work that will incur additional charges.
- What is the difference between a new concept and a revision sprint?
- A new concept is to do a brand new design based on information gathered from a client.
- What is a revision sprint?
- During revising, you add, cut, move, or change any information in order to improve content in the design.
- Some questions we get:
- Don’t like the concept at all?
- This is due to us either not understanding the true brief or not having enough information or input to start with
- the client has no idea what they want till they see something.
- More revision sprints can be added to continue the concept process.
- General revisions might include things like
- Text change
- Colour change
- Image swop outs
- Illustration or icon edits
- Layout changes
- Data Formats
- Text is to be supplied to VRDStudio in electronic format as standard text (.txt), MS Word (.doc) , or via e-mail.
- Images which are supplied in an electronic format, are to be provided in a format as prescribed by VRDStudio, or electronic data format. Images must be of a quality suitable for use without any subsequent image processing, and VRDStudio will not be held responsible for any image quality which the client later deems to be unacceptable. VRDStudio cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials.
- Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.
- Design Project Duration
- Any indication given by VRDStudio of a design project’s duration is to be considered by the client to be an estimation. VRDStudio cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds of the deposit are received by VRDStudio.
- App/Website Development Only
- Once web/app development is complete, VRDStudio will provide the client with the opportunity to review the resulting work. VRDStudio will make 2 sets of minor changes at no extra cost within 5 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include major changes to images, colour schemes or any navigation features. Any minor changes can be notified to VRDStudio by e-mail.
- Design Credits
- The client also agrees to allow VRDStudio to place all designs on VRDStudio own website for portfolio and demonstration purposes and to use any designs in its own publicity unless agreed otherwise.
- Rights of Refusal
- VRDStudio will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. VRDStudio also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that VRDStudio does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the client is obliged to allow VRDStudio to remove the contravention without hindrance, or penalty. VRDStudio is to be held in no way responsible for any such data being included.
- If a client cancels or alters any order or part order at any time after VRDStudio has received the order, then VRDStudio reserves the right to render additional costs to the date of such cancellation or alteration.
- VRDStudio makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. VRDStudio will not be held responsible for any and all damages resulting from products and/or services it supplies. VRDStudio is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The client agrees not to hold VRDStudio responsible for any such loss or damage. Any claim against VRDStudio shall be limited to the relevant fee(s) paid by the client.
- VRDStudio uses only in-house staff but reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. VRDStudio will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
- Force Majeure
- VRDStudio shall not be liable for any failure or delay in supply or delivery of products/services where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of VRDStudio including but not limited to pandemic’s, war, strikes, lockouts, industrial disputes, pandemics or unrest, government restrictions or transport delays, fire, power outages, failure attributable to hosting suppliers, breakdown of plant, theft, vandalism, riots, civil commotions, accidents of any kind or act of terrorism.
These terms of service are deemed to form part of any agreement of service between the Agency and the Client.
It is agreed by and between the Client and the Agency as follows:
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
The Client hereby appoints the Agency to handle all advertising, communication and related work on social media required for its brand.
The Agency shall provide to the Client services which shall include the following:
- Strategy/Research/ Determining Avatar
- 3x Platform Scheduling (buffer). For more than 3 accounts $15 pm extra for clients’
- 1x customised content plan per month (inc: 1 engagement posts and 11 other)
- 12x custom premium design posts
- 3x premium Stock Photography included – 9x free stock included
- Video consultation – 45min – talk about monthly content plan, performance and recommendations to implement.
- Whatsapp group for quick communication and ideas
COMMENCEMENT AND DURATION
This agreement is deemed to commence from the date of the first invoice for service and shall remain in force for 1 calendar month. The agreement will be renewed thereafter every month, unless cancelled by either party in advance.
The Agency shall maintain absolute confidentiality with respect to any confidential information received from the Client. The Agency shall not disclose any such information without obtaining Client’s specific prior consent, otherwise than in compliance with statutory requirements.
The Client and the Agency shall comply with all statutory regulations. This agreement will be subject to the laws of the South Africa, and Globally accepted standards.
AGENCY FEES AND REMUNERATION
The Client agrees to pay the Agency a retainer fee monthly as per the agreed amount. This amount will be payable at the beginning of the month of service, upon receipt of invoice from the Agency in advance. All out-of-pocket expenses such as ad budget or platform fees, etc incurred by the Agency, as part of this assignment, would be borne by the Client. Such out of pocket expenses will be incurred by the Agency only after specific approval from the Client. Similarly charges for any other services including video creation, application development, media buy, purchase of licensed images and content, etc. if applicable, will be charged extra.
All statutory taxes shall be borne and paid by the Client to the Agency.
The Client agrees to pay Retainer Fees against Invoices at the beginning of the month for that particular month. All other Invoices raised on the Client will become payable within 14 days from the date of all such Invoices.
The Client shall indemnify and keep the Agency indemnified against all losses, expenses or damages that may be suffered by the Agency due to any default or breach of terms by the Client under this Agreement.
Both the Client and the Agency hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of other party, employ or contract the services of any person who was employed by the party at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.
Neither the Client, nor the Agency, shall be liable for any default, delay or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.
The Client and the Agency shall evaluate progress under this agreement at the beginning of every quarter and take corrective action as may be required.
MODIFICATION IN TERMS
Any changes in the terms and conditions contained herein shall have effect only prospectively, and shall be valid only if recorded in writing and signed by both parties (if hard-copy) or mutually agreed by return (if by email) by the authorised officials of the Client and the Agency.
The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorised officials of the Client and the Agency.
Either party may terminate this agreement by giving 1 months written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.
Example: If you’re invoice date is 1st day of the month, and you cancel on 5th day of the January, your service would renew on 1st February and end on 28th February. Your last invoice would be the 1st February.
Any dispute, difference or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration under the laws of South Africa.
Any or all notice to be given by the parties hereto to each other under this agreement shall be in writing and shall be transmitted by email
Or by email to…
- The Agency: email@example.com ; firstname.lastname@example.org
- The Client: Primary Contact’s email address
In the event notice is served by email by either party, it shall only be effective once the other party has returned by email to confirm receipt. Both Client and Agency confirm that receipt on notices issues by email will be confirmed to the other party within 2 business days.
If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).
This document was last updated October 2020. Next review is scheduled for 6th January 2021. This document shall remain in effect if not reviewed even if the scheduled review date has passed.
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