Terms & Conditions

Introduction

The Marketing Principality (Pty) Ltd, registration number 2013/140021/07, a company incorporated under the laws of the Republic of South Africa) (“The Principality”) is a strategy-driven marketing consultancy company with a core focus on digital. It creates tailor-made marketing and communications strategies (the “Services”) for its clients, in this case you (the “Client”) (hereinafter collectively referred to as the “Parties”).

The Client requires the specialist expertise and knowledge of The Principality to perform the Services as set out in the quote provided by The Principality (the “Quote”).

The Parties accordingly wish to record in writing their agreement in respect of the above, in particular the terms and conditions upon which The Principality will provide the Services to the Client and matters ancillary thereto (“Terms”).

Acceptance

By paying the deposit or agreeing to the Services in writing (including email acceptance) you are confirming your acceptance of these Terms.

Appointment and Non-Exclusivity

The relationship of the Parties in terms of this agreement shall be that of independent contractors. No partnership or joint venture is hereby created between The Principality and the Client.

The Client hereby appoints The Principality, on a non-exclusive basis, to provide the Services to the Client, which appointment The Principality accepts, subject to the terms and conditions of these Terms.

The Principality shall not be precluded from providing any services, including services that may be similar or identical to the Services, to any person in the entire world and specifically in the Republic of South Africa.

Scope of Work

The scope of the work (unless otherwise detailed in these Terms) shall be subject to the written proposal or a Quote provided by The Principality. Such Quote is merely an invitation to the Client to engage The Principality for such services and will only become binding once The Principality has received payment of the deposit or written confirmation of acceptance by the Client.

In terms of the scope of work, the Client is entitled to two (2) reverts from the first version of work submitted. Any amendments required after this will fall outside the scope of work and will be charged for on a time and materials basis.

The Parties agree that any additional work requested by the Client which falls significantly out of the scope of any executed Quotation, that such additional work will be charged for on a time and materials basis.

Payment Terms

50% of the quoted amount shall be payable as a deposit upfront, the balance thereof shall be payable upon completion of the scope of work, unless otherwise stipulated in the Quote or agreed to in writing by the Parties.

Payment shall be made as stipulated on each invoice and late payments will be charged interest at the maximum amount allowable by law at the time.

The Principality shall be entitled to deduct or set-off any amount owing against any payment made by the Client.

All amounts payable by the Client shall be paid in South African Rand, free of bank charges.

The Client shall not be entitled to withhold payment for any reason, including a dispute with respect to such payment, or deduct or set-off any amount owed by the Client to The Principality.

A separate fee for disbursements (e.g. for printing, buying goods/imagery/themes/software) will be charged for and added on to the relevant invoice, which the Client will be solely liable for.

Payments are in South African Rands (ZAR).

Refunds Policy: Refunds do not apply.

Hosting

The Principality does not provide hosting as a service. Should the Client require hosting services, The Principality may suggest a third party provider for the Client to use, but the Client acknowledges and understands that these are independent third parties and are in no way affiliated to The Principality. Further, The Principality shall not incur any liability whatsoever in relation to any hosting services.

Security

The Client is exclusively responsible for any and all website, server and other electronic security, unless expressly stipulated to the contrary.

Notwithstanding anything to the contrary in these Terms, The Principality shall not incur any liability for any electronic security breach of any nature whatsoever.

Third Party Contractors/Systems

The Client agrees and acknowledges that The Principality may from time to time and in its sole discretion appoint third party services providers to perform the Services or may be required to use third party systems in the provision of the Services. The Principality shall not be liable for any harm caused by such third party.

The Client shall not be entitled to solicit Services (or any other services) from any third party contractor appointed or use by The Principality for a period of eighteen (18) months from the termination of these Terms.

Please note that should you require media services The Principality’s Media Terms will apply.

Personal Information

The Client shall not share any of its customers personal information with The Principality unless it is legally entitled to do so.

The Principality shall only use any such personal information for the purpose for which it was disclosed by the Client. However, The Principality does not provide any warranties of any nature with respect to such personal information, including in relation to the security or integrity of the personal information.

The Client hereby indemnifies and holds The Principality harmless for any and all harm, liability, expense, judgement, ruling, fine, penalty or any other cost that may be levied or incurred by The Principality in relation to any personal information disclosed by the Client.

Intellectual Property

The Client acknowledges that all right, title and interest in and to The Principality’s intellectual property (including, trademarks, copyright, know-how and goodwill) (“Principality IP”) utilised in the provision of the Services vests exclusively in The Principality and that it has no claim of any nature in and to The Principality’s intellectual property.

The Principality acknowledges that all right, title and interest in and to the intellectual property provided to it by the Client (“Client IP”) vests exclusively in the Client and that it has no claim of any nature in and to the Client IP, other than those it enjoys in terms of these Terms. The Client hereby grants The Principality the right to use, modify and adapt any Client IP provided by the Client to The Principality for the purpose of providing the Services.

The Client hereby grants The Principality a non-exclusive, royalty-free, non-transferrable license to use its Intellectual Property in relation to the provision of the Services, however The Principality may must obtain the Client’s consent to use any of the client’s work in its portfolio.

All intellectual property created in relation to the final product delivered (excluding the Client IP) (“Deliverable IP”) shall vest exclusively in The Principality. Upon receipt of payment in full by the Client The Principality hereby grants the Client a non-exclusive, royalty-free, perpetual right to use, modify and adapt the Deliverable IP in its sole discretion.

Confidentiality

Confidential Information means all information of a confidential nature owned in whole or in part by the Party disclosing the confidential information (“Disclosing Party”) including, but without being limited thereto, information relating to technical know-how and data, trade secrets, software, drawings, methods, processes and procedures, and other information, the relationship of the Disclosing Party with its customers, potential customers, suppliers and potential suppliers, the business, operations and business affairs of the Disclosing Party, and information relating to the contents of these Terms, such as any financial information as well as any information ascertainable by the inspection or analysis of documentation and/or other information provided by the Disclosing Party pursuant to these Terms, which comes into possession or under the control of the Party receiving the confidential information (“Receiving Party”) in any manner whatsoever, pursuant to these Terms.

The Parties irrevocably agree and undertake:

  • to keep all Confidential Information secret and not to divulge or disclose to any person whatsoever in any form or manner whatsoever, either directly or indirectly, any of the Confidential Information without the prior written consent of either Party;
  • not to use, exploit, permit the use of, directly or indirectly, or in any other manner whatsoever apply the Confidential Information disclosed to it pursuant to the provisions of these Terms for any purpose whatsoever other than for the purpose for which it was disclosed and otherwise than in accordance with the provisions of these Terms;
  • under no circumstances to disclose Confidential Information to any other third Party without the prior written consent of either Party;
  • to maintain in secrecy all Confidential Information which may be acquired by the Parties, or be disclosed to them which do not relate to any business ventures the Parties want to pursue;
  • not to do anything, or assist any other person in doing anything which may or could impair, prejudice or interfere with the Party’s vested rights, title and interest in and pertaining to the Confidential Information;
  • the Parties further agree that to restrict the dissemination of the Confidential Information to only those personnel who are actively involved in the rendering of the services to either Party, and then only on a “need to know” basis, and that they both shall initiate internal security procedures reasonably acceptable to both Parties to prevent the unauthorised disclosure and that it will take all necessary and practical steps to impress upon those personnel who need to be given access to Confidential Information, the secret and confidential nature thereof.

Delayed, Suspended, or Abandoned Projects

Projects can sometimes stall as we wait on content, information, feedback, approvals, etc., that we have requested from clients. While waiting for your response, we will typically begin to work on other projects to use our time efficiently.

A project is considered delayed if our request for assets, information, feedback, approvals, etc., goes without sufficient response for more than five business days.

When a project is delayed, we may remove it from our active project queue and place it at the back of the line. Work will resume on a delayed project when we have received what was asked for, and our queue of work will allow us to focus on your project again.

A project is considered suspended if your response to our request for assets, information, feedback, approvals, etc., is delayed for more than 35 (working) days without a reasonable cause as determined by us.

When a project is suspended, an invoice for the remaining balance will be sent and considered due upon receipt.

ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING THE BALANCE OF THE PROJECT IN FULL AND/OR PAYING A REACTIVATION FEE EQUAL TO 10% OF THE PROJECT TOTAL. IF THE PROJECT IS ALREADY PAID IN FULL, THE 10% REACTIVATION FEE STILL APPLIES.

After a project is considered suspended, we will only perform additional work once the project has been reactivated, as explained above.
A project is considered abandoned if your response to our request for assets, information, feedback, approvals, etc., is delayed for more than 60 days without a reasonable cause, as determined by us.

WHEN A PROJECT IS ABANDONED, THE FULL AMOUNT DUE IS STILL OWED.

WARRANTIES

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW THE PRINCIPALITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

INDEMNITY AND LIMITATION OF LIABILITY

IN ADDITION TO ANY OTHER INDEMNITIES PROVIDED IN THESE TERMS, THE CLIENT HEREBY UNCONDITIONALLY AND IRREVOCABLY INDEMNIFIES THE PRINCIPALITY, ITS AFFILIATED COMPANIES, OFFICERS, AGENTS, DIRECTORS AND EMPLOYEES AND AGREE TO HOLD THE PRINCIPALITY FREE FROM ALL LOSS, DAMAGES, CLAIMS AND/OR COSTS, OF WHATSOEVER NATURE SUFFERED OR INCURRED BY THE PRINCIPALITY OR INSTITUTED AGAINST THE PRINCIPALITY FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ALL LOSS, DAMAGES, CLAIMS AND/OR COSTS SUFFERED OR INCURRED BY THE PRINCIPALITY OR INSTITUTED AGAINST THE PRINCIPALITY AS A DIRECT OR INDIRECT RESULT OF YOUR USE OF THE SERVICES, AND SUCH INDEMNITY SHALL EXTEND TO THE REASONABLE COSTS THAT MAY BE INCURRED BY THE PRINCIPALITY IN DEFENDING ANY ACTION INSTITUTED AGAINST THE PRINCIPALITY.

IN NO EVENT SHALL THE PRINCIPALITY, ITS DIRECTORS, EMPLOYEES, OFFICERS, SERVICE PROVIDERS OR SUBSIDIARIES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL LIABILITY OF THE PRINCIPALITY SHALL NEVER EXCEED THE COST OF THE PROVISION OF THE SERVICES ACTUALLY CHARGED TO THE CLIENT.

Termination

The Principality may terminate these Terms on 30 (thirty) days written notice. The Client may terminate these Terms immediately on written notice if:

  • The Principality has materially breached these Terms; and
  • The Principality fails to remedy the breach on 30 (thirty) days’ notice in writing from the Client setting out in detail the nature of the breach.

The Client agrees that should the Terms be terminated by either Party for any reason, the full amount provided for in the Quote shall immediately become due and payable.

General

Severance: If any provision of these Terms, which is not material to its efficacy as a whole, is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Entire Agreement: These Terms constitutes the entire agreement between the Parties in regard to its subject matter.

Variations: No agreement to vary, add to or cancel these Terms shall be of any force or effect unless recorded in writing and signed by or on behalf of all of the Parties.

Survival of Rights, Duties and Obligations: Termination of these Terms for any cause shall not release any Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.

Governing Law and Jurisdiction: The governing law of these Terms shall be the law of South Africa. The Parties agree to the jurisdiction of the Johannesburg Magistrates Court.

Contact

Contact us if you’d like to know what we could do for your business.

    41, 7th Street, Linden, Johannesburg

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