Except in a context indicating that some other meaning is intended,
1.1 “Client” is Red Ninja Design Studio's client as indicated in the Agreement attached hereto;
1.2 “Confidential information” is any information of whatever nature, which has been, or may be obtained by either of the parties from the other, whether in writing or in electronic form, or pursuant to discussions between the parties, or which can be obtained by examination, testing, visual inspection or analysis, including without limitation, scientific, financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists, price lists, studies, findings, computer software, inventions or ideas, analyses, concepts, compilations, studies and other material prepared by or in the possession or under control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition; any dispute between the parties resulting from this Agreement;
1.3 “Effective date” is the date specified as being the effective date in the Agreement attached hereto;
1.4 “Fee” is the fee/amount specified in the Invoice attached hereto;
1.5 “Parties” are the parties to this Agreement;
1.6 “Red Ninja Design Studio” is a company duly incorporated in terms of the Company Laws of South Africa;
1.7 “Services” are those described in the invoice and Agreement to which these Terms and Conditions form part;
1.8 Expressions in the singular also denote the plural, and vice versa;
1.9 Words and phrases denoting natural persons refer also to juristic persons, and vice versa;
1.10 Clause headings appear in this Agreement for purposes of reference only and shall not influence the proper interpretation of the subject matter.
1.11 This Agreement shall be interpreted and applied in accordance with South African law.
Parties in receipt of Confidential Information shall employ diligent efforts to maintain the secrecy and confidentiality of all Confidential Information received (in accordance with the Agreement) and pursuant to the services as described in the invoice. Confidential Information may only be disclosed for purposes of the service and parties shall immediately cease using the Confidential Information and promptly return all tangible embodiments of the Confidential Information on completion of the work.
Red Ninja Design Studio agrees to provide the services to the Client as described in the Invoice and Agreement to which it forms part. In this regard Red Ninja Design Studio warrants that its entire professional staff has the necessary skills, experience and expertise required to render the services agreed upon.
4.1. Payment of deposits will be considered as acceptance of quotes and adherence to the Terms and Conditions.
4.2. The Client will pay the fee, as well as all additional fees, to Red Ninja Design Studio by no later than the 30th day after receipt of the Invoice incidental thereto.
432. Invoiced accounts that remain unpaid beyond the aforementioned 30 days shall be levied at an additional 5% interest and shall be levied at an additional and escalated 5% on the outstanding amount for every month that the account remains unpaid.
4.4. The Client shall confirm and submit their VAT number on approval of the quotation.
4.5. Red Ninja Design Studio may request a deposit/payment of 50% of the quoted amount before commencement of the project. Payment of this amount shall be accompanied by a signed quotation and proof of payment by manner of facsimile.
4.6. The Quotation is based on the Client's specifications and is subject to final sight of all required material delivered and may be adjusted accordingly.
4.7. The Quote is subject to change due to level of content detail and creation.
4.8. Author’s corrections will be charged accordingly.
4.9. Deposits are non-refundable. Should the Client cancel any contract in whole or in part, RedNinja Design Studio shall be entitled to the deposit as a cancellation fee.
4.10. It is specifically agreed that commencement of the project shall not take place until Red Ninja Design Studio is in receipt of the proof of payment.
4.11 It is specifically agreed that by entering into this Agreement, the Client binds itself for the payment of the agreed amount in full and shall not derogate in any way from its responsibility to effect payment in terms of this agreement.
5.1 The contract shall commence and terminate on the dates specified in the Agreement or until Red Ninja Design Studio has completed the work it is obliged to in terms of the Quotation, whichever is the earlier.
5.2 The work shall be deemed to be to have been completed when the client receives the invoice therefore.
5.3 The invoice shall be deemed to be received by the Client once a copy thereof has been successfully sent to the client by facsimile transmission or e-mail.
5.4 Red Ninja Design Studio shall include three working hours of design changes. Any additional changes shall be levied on an hourly basis.
5.5 The Client shall supply all audio, images, text and relevant content timeously. Red Ninja Design Studio reserves the right to alter deadlines should the aforementioned data not be received timeously.
The balance of the purchase price shall immediately become due and payable, if the Client breaches any provision of the Agreement or these Terms and Conditions and fails to remedy the breach within 7 (seven) days thereof;
All design work including editable data remains the property of Red Ninja Design Studio until full payment is received, unless original material or concept purchase arrangements have been approved.
The client may cancel this Agreement by giving 30 (THIRTY) days written notice to such effect to Red Ninja Design Studio in the event of Red Ninja Design Studio breaching any of the responsibilities and duties as agreed to with the Client, subject to the Client having first given Red Ninja Design Studio 14 (FOURTEEN) days prior written notice to remedy such breach, and provided that Red Ninja Design Studio fails to remedy such breach within the said 14 (FOURTEEN) day period.
9.1 To provide Red Ninja Design Studio and/or subsidiaries with such information and support which they may require to fulfil their obligations in terms of this Agreement.
9.2 The Client warrants and represents to Red Ninja Design Studio that it has the right to enter into the Agreement and grant the rights and meet the obligations contained therein;
9.3 That neither the Work nor entering into this Agreement will impair or violate anyone else's rights including but not limited to rights of privacy, rights of publicity, defamation or infringement of copyright or any other rights;
9.4 The Client is solely liable for complying with any laws, taxes and tariffs applicable to the project in any way, or any other services contemplated herein and will hold harmless, protect and defend Red Ninja Design Studio and its subsidiaries from any claim, suit, penalty, tax, fine or tariff arising from the Client's exercise of internet electronic commerce and / or failure to comply with any such laws, taxes and tariffs.
9.5 The Client shall hold harmless Red Ninja Design Studio or any of its subsidiaries, shareholders, officers and directors against any claims, demands, costs, and damages, including attorney's fees emanating from the project and work completed at the instruction of the Client, whether such a claim is pursued by civil action, persecution or settlement. Such indemnity shall include any action taken against the client regarding any content, images or artwork supplied by or for the respective client.
Any dispute, difference or question which may arise at any time hereafter between Red Ninja Design Studio and the Client touching the true construction of this Agreement or the rights and liabilities of the parties hereto shall, unless otherwise herein expressly provided, be referred to the decision of a single arbitrator to be agreed upon between the parties, or, in default of agreement for 7 (SEVEN) days, to be appointed at the request of any party in accordance with, and subject to, the provisions of the Arbitration Act 42/1965 or any statutory modification or re-enactment thereof for the time being in force. Each such arbitration will be held, subject to any direction on the arbitrator, in an informal manner without any pleadings or discovery of documents, and without it being necessary to observe the strict rules of evidence.
The signatory/signatories of this Agreement warrants / warrant his / her / their authority to enter into this Agreement and the signatory / signatories also binds / bind himself / herself / themselves as surety / sureties and co-principle debtor/s in solidum with the Client to Red Ninja Design Studio for the due fulfilment of all or any of the obligations of the Client to Red Ninja Design Studio as may be incurred from time to time. The Surety / Sureties hereby waives / waive any benefit which he / she / they is / are entitled to in law, including the benefits of excursion, division, cession of action and de doubus vel pluribus reis debidendi, the meaning and full force and effect of which he / she / they know and understand.
12.1 This Agreement, together with all attachments hereto, contains the entire Agreement between the parties, and neither party shall be bound by any undertakings, representations or warranties not recorded herein.
12.2 No alteration, cancellation, variation of, or addition hereto will be of any force or effect unless reduced to writing and signed by the parties.
12.3 No waiver of any of the Terms and Conditions of this Agreement will be binding for any purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
12.4 The parties choose as their domicilium citandi et executandi for this purpose of this Agreement the addresses mentioned in the Application Form.
12.5 Red Ninja Design Studio is entitled to retain any of the Client's files or papers which are in its possession until all fees, charges, or expenses due to Red Ninja Design Studio or any person engaged by it in connection with the Client's matter, have been paid.
12.6 In the event that any of the provisions of this agreement are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.