Adaptive Consulting (Pty) Ltd
Terms and Conditions
Please take time to read through our Terms and Conditions thoroughly and ensure you understand them before you commence a project with us. By requesting designs and/or services from Adaptive Consulting (Pty) Ltd, you agree to our Terms and Conditions and you are aware that you are entering a binding contract – payment is required.
Terms will also be stipulated in our agreement. Terms must be agreed to prior to start of project. Updates to this page can be made without notice. Adaptive Consulting (Pty) Ltd is registered for value added tax (VAT).
The below conditions have been construed under South African Law and apply to all individuals, businesses or companies (Client/s) engaging the services of Adaptive Consulting (Pty) Ltd, it’s contractors, subcontractors and employees (the Company) unless otherwise agreed to in writing by both parties.
These Terms and Conditions cover all Contracts entered into by a Client with the Company for services relating to design, printing, copywriting, visual media, web sites, brand identity, illustrations, images and Artwork.
Acceptance of Quotation and Terms and Condition
The placement of an order for design and/or any other services offered by Adaptive Consulting and validated by the client’s signature on the estimate or quotation form, constitutes acceptance of the estimate or quotation and agreement to comply fully with all these terms and conditions and forms a Contract between the client and Adaptive Consulting. The client agrees to the supply of the Services in accordance with these terms and conditions, acknowledges that it has read and understood these terms and conditions and agrees to be bound by them.
All work is carried out by Adaptive Consulting on the understanding that the client has agreed to the following terms and conditions.
Original Visual Brief, Variations and Guarantee
- A (Visual Brief) will be constructed through the collection of logos and designs. This will assist in the evaluation and formulation of the Client’s business design requirements.
- The Company does not offer a set number of revisions to logo Artwork under the original Visual Brief.
- The Company will not charge for additional revisions of logo Artwork provided that the Client’s requests for revision conform to the original Visual Brief and are communicated within the agreed timeline (if provided).
- Any additional work, revisions or variations outside of the original Visual Brief will be charged at the rate of R550 per hour. Additional expenses will be charged accordingly.
- Quotations are generated by the Company on the basis of the Visual Brief and expected time investment. Quotations may be subject to change if additional work is required.
- All turnaround time quotations are estimates and are based on calendar working (business) days. No quoted printing, artwork or delivery dates are guaranteed and may vary.
- Quotes and estimates are free of charge and you are under no obligation, until the quote is accepted and signed by you.
- Quotes are valid for 14 days from the date on the quote, unless stated differently on the quote.
- Prices on verbal estimates are not binding.
Payment & Overdue Payments
- A non-refundable deposit of 50% is required. A project will only start after the quote is signed and the deposit paid.
- The Company DOES NOT accept cash deposits made into the Company’s account, if a cash deposit is received, the fee for that transaction, will be for the clients account.
- By remitting deposit funds to the Company, the Client is accepting the Terms and Conditions and entering into a contract with the Company.
- The Company will invoice the Client for the remaining cost of the Artwork and associated services prior to the commencement of web site construction or printing. The Company reserves the right to not proceed with these services until payment has been received in full from the Client.
- The Company reserves the right to invoice prior to the time if the Client has been uncontactable / unresponsive for more than 20 days – refer Cancellation & Variation Policy.
- The Company reserves the right to invoice for work completed if the project exceeds 30 days. Work in progress will be billed for monthly according to the amount of work that has been completed. This is payable within 7 days of invoice date.
- All payments are to be made within 7 days of invoicing.
- The Company is entitled to charge the Client for any fees incurred relating to commencement of collection and recovery processes for accounts that remain unpaid in excess of 30 days.
- If an account becomes overdue (invoices 7 days), The Company retains the right to remove or disable any websites, Email accounts or online material and services provided or maintained for that client.
- Any costs incurred to retrieve outstanding debts will be payable by the client, along with any outstanding amounts owing. The Company will not be held responsible for any inconvenience or damage incurred by removing or disabling any online material or services. Any future dealings with such clients will be by payment in advance, without exception.
- If, after the project has commenced, subsequent invoices are not paid within 30 days, a 10 percent “delayed payment” fee will be charged. This initial 10 percent figure will be added upon each recurring 30 day period until the full amount has been received by the designer.
Cancellation & Variations Policy
- The Company reserves the right to charge additional costs if the Client requests amendments to the original Visual Brief, the original project outcome is altered or further Artwork is requested – refer clause (Original Visual Brief, Variations and Guarantee – 4).
- The Company will declare a project completed if no response is received from Client within 20 days of providing a concept Artwork and this Artwork will be determined as the final accepted Artwork. The Company will then invoice the Client for final payment of total project and non-payment will result in collection processes. Legal action may also be taken by the Company to recover all monies owed.
- If after project commencement client communication (face-to-face, telephone, or email) stops for a period of 30 days, the project can be cancelled, in writing by the designer, and ownership of all copyrights shall be retained by the designer. A cancellation fee for work completed shall be paid by the client, with the fee based on the stage of project completion. The fee will not exceed 100 percent of the total project cost.
- If project is cancelled at any time, all fees up to that point of work will be calculated and invoiced. This is payable within 7 days of invoice date.
Approving Proofs/ Designs/Printing
- The Client is responsible for approving all Artwork proofs and ensuring accuracy and suitability. This includes, but is not limited to; design, spelling, grammar, illustrations, images and quantity. It is the responsibility of the Client to request another copy if the proof is difficult to read or changes are required.
- The Client’s final accepted proof is the Artwork that will be submitted for prints and/or web construction. There will be no reprints or web development at our expense. Printout of Client proof is supplied at intended final print size (100%) to assist in confirming colours, design, bleed, size and type.
- Drafts or proofs of press ads, brochures, Business Cards etc. are sent for approval, for both design and content, including the possibility of typographical errors.It is the client’s responsibility to check that there are no errors, and if so, corrections must be advised in writing.
- A logo design DOES NOT INCLUDE full branding or design of any other items other than a logo.
- If you require other items ie Business Cards, brochures, website, vehicle signage etc. they will be designed to complement your logo (when finalised), and as such will form the “branding” of your business. Each logo can generate a completely different “brand” which will be developed from the characteristics of the individual logo, and the requirements of your business. Complimentary draft Business Card designs are often provided with a logo design, so the client can see how that branding “could” be developed, should you wish to proceed with any other items.
- Changes must be requested in writing via email.
Submission of Client artwork
- Clients who choose to submit their own Artwork, files and/or images are solely responsible for the end result of printing. Customers are reminded to submit print-ready Artwork with the correct specifications. We will print the Client’s submission as requested however the Company is not responsible for Artwork mistakes. The Company is also not liable for supplied file errors. There will be no reprints at our expense.
- Clients are reminded that when Artwork is trimmed, the bleed cut can vary in position up to 2-3mm, hence a 3mm internal margin from the bleed line is required if the Client is supplying Artwork.
- It is the Client’s responsibility to ensure that any Artwork, images, files and text submitted does not violate South African copyright laws. The Company and its contractors assumes all written and visual content adheres to copyright laws and all correct permissions have been sought and/or royalties paid for use.
Use of Images Including Logos
- Unless specified within this quote, all images are to be provided by the client or sourced by the Company at the Client’s expense.
- All images and logos must conform to the image specifications for your job with an effective DPI of 300 for print and an effective DPI of 72 for online applications.
- The Company reserves the right to reject images that do not meet specifications for the job.
- Refer to the clause (Submission of Client Artwork – 3) for conditions regarding copyright of images and logos.
- Ownership of copyright over all concepts and draft Artwork remains with the Company. This includes, but is not limited to; logos, symbols, compositions and copy. Unlawful use of these Artworks by the Client is strictly prohibited. The use of Artwork prior to payment is illegal.
- Artwork designed will remain the property of the Company until account is paid in full. Future re-print requests of the same Artwork will only incur a print management fee.
- Upon full payment of account, copyright ownership will be transferred to the Client. The Company and their designers retain rights to utilise Artwork and all design elements for portfolio/self-promotion.
- Artwork supplied by The Company MAY NOT be used for any other purpose than the original application.
- ie artwork for press adverts, packaging, brochures, etc, may not be used for any other project, in part or in full, at any other time.
- Charges for artwork, or artwork production, are for just that. Artwork will normally include commercial quality, press ready pdf or eps files. The working files used to create that artwork are not provided to clients at any time, unless prior arrangements have been made.
- © Copyright of all draft designs, artwork, graphics and Intellectual Property other than final logo designs produced by The Company remains the property of The Company, unless otherwise stated or agreed in writing.
- Full copyright of final logo designs passes to the client when all accounts have been settled in full.
Rights and ownership
- Rights: All services provided by the designer shall be for the exclusive use of the client other than for the designer’s promotional use. Upon payment of all fees, the following reproduction rights for all approved final designs created by the designer for this project shall be granted:
- Client to gain full transferable rights to brand identity.
- Client to gain full license to reproduce works through commercial printers.
- Ownership: The client shall be entitled to full ownership of all final artwork created during the project upon full payment of the agreed fee.
- The designer shall have the right to photograph all completed designs or installations and shall have the right to use such photographs for publication, exhibition, or other promotional purposes.
- All work remains the property of The Company until final payment is received.
- Please ensure you have the copyright for all material supplied. Under no circumstances will The Company, our designers or any associates be held responsible for any copyright disputes.
- If it becomes clear that material was provided without the required copyright, changes to a project (to remove illegal content) will be at the client’s cost. The Company does not take any responsibility for content supplied without proper copyright whatsoever.
- Draft images WILL be watermarked, and as such are protected by Copyright Law.
- Watermarks will not be present in final approved artwork.
- Draft images may NOT be used for ANY other purpose than viewing. They may NOT be copied, edited or distributed to ANY other person or company, other than those directly in negotiation with The Company WITHOUT prior permission from The Company.
- To do so will be a BREACH of COPYRIGHT.
- The Company is a printing reseller, all our printing is done by a 3rd party company.
- Printing will not commence until full payment for Artwork and print services is received. The current turnaround time for printing is 5-10 working days dependent on the product type. This period commences at date of Client approval of Artwork proof and payment.
- All turnaround time quotations are estimates and are based on calendar working (business) days. No quoted printing, artwork or delivery dates are guaranteed and may vary.
- With all printing there may be some colour variations from electronic visual representations of Artwork and previous orders to the final printed Artworks. This is due to the nature of CMYK printing and bulk-run printing system. There will be no reprints at our expense.
- The Company cannot be held liable for printing products that are damaged, lost or delayed when delivered by post or courier although the utmost care will be taken to ensure the products arrive on time and undamaged.
- If no one is available to sign for delivery when a signature is required, arrangement of re-delivery is to be done by the client at their cost. The Company will not be liable for any additional delivery costs.
- Courier fees will be billed to the client
- Images and logos supplied must be of high quality.
- Specific required colours must be supplied as Pantone, RGB and CMYK values.
- A project will only be released once it has been proofed, signed and dated by the client. Therefore we take no responsibility for print Screen colours and digital proofs can vary from litho printing. To ensure colour and print quality it is the client’s responsibility to request a colour proof from the printers.
- The design time of a project will be billed for even if the client chooses not the print the project.
- The client agrees to supply all text and pictures required for the inclusion of any items to be designed.
- It is expected that all text supplied has been checked for typographical and grammatical errors, and has been approved by all parties that will have a final say in the sign-off of any items produced.
- Additional expenses may be incurred for any necessary action, including, but not limited to, photography searches, media conversion, digital image processing and editing, or data entry services.
- The client agrees that changes and alterations may be made to text and images (with their approval) to improve the design of any items produced (no additional charges for these improvements, this is included with normal design charges).
Web Design and Development
- Quotes do not include domain name registration or hosting, unless otherwise stated.
- Content must be supplied electronically, within 1 month of start of project.
- A project will only be released/uploaded once it has been proofed, signed and dated by the client. Therefore we take no responsibility for website content errors.
- We endeavour to make websites that perform well in current major browsers, but cannot guarantee backward compatibility.
- We cannot guarantee search positions or rankings of websites, but include search engine optimisation (seo) in the form of metatags, structure and basic content recommendations. We can assist in recommending SEO specialists.
- If you want us to upload your website, you will have to provide us with FTP and database details when required.
- If you use a service provider on our recommendation, you will enter into an agreement directly with them.
Monthly Website Design Packages
- The monthly website deigns packages are valid for a 12 month period, from date of first invoice.
- There is a once off start-up fee (Admin Fee) that is to be paid along with the first month’s fee, according to the package that is chosen.
- If the monthly fee is not received by the company by the 5th of the month (or otherwise pre-arranged date), the website and email services will be suspended till payment has been received.
Repairs to Websites
If a client or an operator assigned by the client (other than The Company) has been given permission to edit or modify a website built or modified by The Company, or the associated cPanel hosting, the client may be responsible for extra charges if they “break” the website or hosting, and require The Company to repair the services to a functional state.
The Company is a webhosting reseller.
- Overdue Web hosting accounts will remain payable through to the next month from when notice is given by the client to terminate the hosting account.
- Hosting services may only be cancelled if another service provider is taking over the domain, or when the domain expires.
- Domain renewals are non-refundable and will not be renewed unless a commitment from the client is received prior to a domain expiry date, to renew a domain.
cPanel web hosting provided to website clients of The Company will be maintained by The Company, or the client. The client always has full access to their cPanel hosting. If any problems arise with the website or hosting, while The Company is maintaining the website, those problems will be attended to and managed by The Company. If a client retains the cPanel hosting account but engages another party to manage their website, The Company will no longer be responsible for managing or maintaining either the website or the clients cPanel hosting.
The client agrees to allow The Company to place a small credit on printed material, exhibition displays, advertisements and/or a link to Adaptive Consulting’s own website on the client’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page.
The client agrees that changes, additions and alterations requested over and above the original brief will be liable to additional charges. If the “brief” gradually “grows”, additional charges may not be indicated at the time, as each small change is often digested and where possible can be absorbed. BUT, if a client continues to change the brief, require additional inclusions, alterations etc., this will impact the project’s completion time and extra charges will be applied. Corrections, changes to layout, replacement of minor text or images are normally included with any artwork charges, but adding additional content after the initial brief can sometimes add significantly to design time and therefore artwork charges.
Third party contracts
The designer may contract with other creative professionals to provide services such as web development, photography, and illustration. Any third party terms and conditions will include full reproduction rights for the client. Where such contracting adds to the project cost, the client will first be asked for permission to proceed. No project will commence on the assumption that third parties might be required for project completion. Such details will be finalised prior to project commencement, unless requested by the client at a later date.
Samples: The client shall provide the designer with samples of print design that result from the project deliverables. Such samples shall be representative of the highest quality of work produced. The designer may use such copies and samples for publication, exhibition, or other promotional purposes.
The client shall inform the designer in writing before the project commences if any portion of any material or information provided by the client or if any portion of the project is confidential.
The client agrees to indemnify and hold harmless the designer from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, but only to the extent caused by, arising out of, the work supplied by the designer.
By paying the required deposit as per invoice, you are hereby agreeing to the above Terms & Conditions. A document containing the above terms and conditions will be supplied via email on request by the client.
Adaptive Consulting reserves the right to reject a project or client.
If you would like to discuss any of the above Terms and Conditions outlined above, please feel free to contact Adaptive Consulting on:
Office: +27 (0) 11 485-2997 (Monday to Friday 9am – 5pm)