general terms and conditions

Designate Solutions provides a variety of digital media design solutions and services for print, and the Internet:

The following terms and conditions shall apply in relation to the supply of all goods and services (referred to as projects) by Designate Solutions, herein after referred to as “Designate Solutions”, to any customer, herein after referred to as the “Customer”.
Any representations whether express or implied by Designate Solutions, its employees or agents in connection with this contract shall be overridden by these terms and conditions. Designate Solutions’ desire is to provide the Customer with professional services, and it is therefore imperative that all parties understand and agree to the terms and conditions of services rendered by Designate Solutions.
1) Orders:
Project orders may be placed orally or in writing by way of a quotation and or written treatment, and thereupon such orders shall be binding. It is stressed that Designate Solutions accepts no liability whatsoever for orders placed verbally and it is recommended that the Customer always confirms the order in writing.
2) Usage:
It is agreed that any work created by Designate Solutions for the Customer is unique and in the event that such work is used in a context not related to the original usage then an additional fee will be payable by the Customer. The Customer shall indemnify Designate Solutions against all costs, claims expenses or damages or other liabilities of whatsoever nature incurred by Designate Solutions in respect of breach of copyright, royalties, performance fees, or any other proprietary right or claim of any kind by any third party or for any defamation relating to any work made by Designate Solutions for the Customer or any use by anyone of such work or the dealing by Designate Solutions in any respect with materials provided by the Customer.
3) Production:
Designate Solutions and the Customer agree to work together to complete contracted projects of work expeditiously. The Customer agrees to supply any necessary content & information to Designate Solutions within the agreed scheduled date, or by default within a six week period. Designate Solutions agrees to complete the project as per the agreed scheduled date, or by default within a two week period, on condition that Customer supplies informational content necessary for completion of the project by the above mentioned dates. Failure to supply items, which may require Designate Solutions to generate content, which may include, but not limited to design, research, copy writing, illustration, scanning, etc, will be quoted and charged as additional services, upon which the full project fee becomes immediately payable before any further work is undertaken on said project and before any such additional fees will be agreed upon and charged.
The nature of the project is understood to be continually in progress and may change frequently, however, all changes after the agreed project specification and final approval of proofs, will be billed accordingly. The Customer agrees that Designate Solutions has exclusive rights to all creation, amendments, modifications or maintenance of the project, for its duration, and reserves the right to cancel or amend any project agreement if subjected to interference by a third-party.
4) Content:
The Customer is solely responsible for any legal liability arising out of or relating to content supplied by the Customer and or executed by Designate Solutions as per the Customers specification. Designate Solutions does not warrant that the functionality, or performance of a completed project to be error-free. The entire risk as to the performance of a project is with the Customer, and Designate Solutions is not responsible for any loss related to non-performance thereof. Designate Solutions reserves the right to exclude any information or materials, in whole or in part, that it, in its sole discretion, deems to be offensive, indecent, or otherwise inappropriate regardless of whether such material or its dissemination is unlawful. The Customer represents to Designate Solutions an unconditional guarantee that all elements of text, graphics, photos, designs, trademarks, or other artwork, in data, print, audio or video form, as furnished to Designate Solutions for inclusion in a project are owned by the
Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Designate Solutions from any claim or suit arising from the use of such elements furnished by the Customer.
5) Professional Judgement:
If definitive instructions are not given by the Customer to Designate Solutions on how the project or part thereof is to be performed, then Designate Solutions will use it's professional judgement and such judgement shall be final. Consequently any re-working will be recharged at normal rates to the Customer.
6) Delivery:
Unless otherwise agreed Designate Solutions shall deliver the work as directed by the Customer and the Customer shall pay delivery charges as appropriate. Notwithstanding paragraph 8 below risk in the Customer's work shall pass to the Customer on delivery of same to the Customer, a carrier or other person acting for Designate Solutions, whether or not Designate Solutions is instrumental in aiding such delivery through organising the delivery from the Company's premises. Designate Solutions will not be liable for any loss or damage resulting from delivery after the indicated completion date nor for any delays occurring subsequent to the Customer's work leaving the Designate Solutions’ premises.
7) Payment:
Unless otherwise agreed in writing by Designate Solutions all charges shall be as quoted for payment by the agreed date as per project order. Any queries with regard to payment must be raised within seven days of the payment date. Designate Solutions reserves the right to require the Customer to make full or part payment prior to any project being undertaken by Designate Solutions. All other payments shall be made to Designate Solutions on presentation of invoice.
Subscriptions are paid monthly or annually in advance as agreed at the commencement of the agreed Service. These charges are due whether or not there has been on-line activity during such period. If Designate Solutions does not receive payment in full by the 7th of the month following invoicing (due date), Designate Solutions, at its sole discretion, reserves the right to deactivate the clients service without any notice.
If after 30 days from being deactivated Designate Solutions has not received payment in full for the outstanding debt, the Customer's account and the service may be terminated.
A one time (R60.00) will be charged to the Customer if authorization can not be obtained or the debit order is returned or unpaid. If authorization or payment via debit order can not be obtained by the due date, Designate Solutions, at its sole discretion, reserves the right to terminate or otherwise deactivate the clients account without any notice.
Without prejudice to any other remedies it may have, Designate Solutions reserves the right to charge the Customer interest at the best overdraft rate quoted to Designate Solutions by First National Bank of South Africa, on balances outstanding. Such interest is to accrue on a daily basis and be compounded and added to the outstanding balance at monthly intervals.
Any services through Designate Solutions may be terminated at any time, by either Party, by giving the other Party one (1) calendar months prior written notice. Should the client wish this one (1) calendar month notice period waved, then a one month subscription fee is payable in lieu of such notice period.
8) Title:
Until full payment has been received (each project order being considered as a whole) all rights, title or interest created from or arising in favour of Designate Solutions in, from or to the work shall remain vested in and shall be excusable by Designate Solutions (notwithstanding that Designate Solutions may have parted possession with same) and the Customer hereby assigns to Designate Solutions entirely any such rights, title or interest. Should the project become constituents of or become attached to or be converted into other projects and products while subject to the equitable and beneficial ownership of Designate Solutions then Designate Solutions shall have the equitable and beneficial ownership in such other products as if they were solely and simply the project work and accordingly shall as far as appropriate apply to such other projects and products. If the Customer fails to make payment as per agreed terms of paragraph 7, Designate Solutions at its discretion shall be entitled to exploit or dispose of such rights, title or interest as agent for the Customer and apply any proceeds towards the moneys due and any expenses in respect of such exploitation or disposal and shall upon accounting to the Customer for the balance (if any) be discharged from all liability in respect of such right, title or interest. Notwithstanding anything to the contrary herein contained Designate Solutions may copy and otherwise use the Customer's materials and finished projects delivered here under as part of Designate Solutions’ portfolio for use in marketing materials and the like for promotional use. Designate Solutions further reserves the right to submit Customer's materials and finished projects for industry based award competitions and promotions.
9) Lien:
Designate Solutions shall have a general lien over any of the property of the Customer in the possession of Designate Solutions for any sums outstanding from the Customer to Designate Solutions.
10) Trade Unions:
The Customer hereby undertakes that it will at all times fully observe all the provisions of any agreement operated by Designate Solutions with any Trade Union in respect of the services to be furnished by Designate Solutions to the Customer hereunder and hereby undertakes at all times effectively to indemnify Designate Solutions against all expenses damages and loss (consequential or otherwise) arising from any failure to do so.
11) Media or any other Property:
The Customer's media, which may include, but not limited to, digital data, video, and print, is the responsibility of the Customer. Designate Solutions accepts no responsibility or liability for the loss (consequential or otherwise), destruction deterioration or damage to any such media or other property or for the value of the material, intellectual or otherwise, as a result of the negligence of Designate Solutions or its servants or otherwise. Designate Solutions will be entitled at any time on giving one weeks notice in writing to the Customer to return any media and in the absence of written instructions from the Customer the media will be sent to the Customer's last known address by such means as Designate Solutions may deem fit entirely at the risk of and at the expense of the Customer. Designate Solutions will store media and other property at the request of the Customer (whether such media belongs to the Customer or not) entirely at the risk of the Customer.
12) Liability:
Save as otherwise expressly provided in these terms the Customer shall indemnify Designate Solutions, its directors, employees, servants, sub-contractors, agents and any of them against any and all liabilities, actions, losses, claims, proceedings, judgements, damages, obligations, costs and expenses of any nature whatsoever (including but not limited to legal fees, costs and expenses),made by whomsoever which may at any time be incurred by or imposed on them arising directly or indirectly out of or in connection with the acts or omissions of the Customer, its servants, agents or representatives, including but not limited to, claims by any third party or breach of copyright or defamation relating to any work carried out for the Customer. Designate Solutions shall not be liable for any loss, consequential or otherwise, arising directly or indirectly from the failure to supply any work agreed to be supplied by Designate Solutions to the Customer due to circumstances beyond its control (including but not limited to industrial action by its employees or any other persons).
13) Insurance:
Designate Solutions endeavours to ensure the security of its premises and the materials in its possession but its charges do not reflect the value to the Customer of any materials supplied by the Customer and would advise the Customer to adequately
insure any material which is of value to it.
14) Proprietary Rights:
Property in any work reduced to a permanent recorded medium provided to the Customer by Designate Solutions shall pass to the Customer in accordance with the provisions of paragraph 8 hereof provided always that the copyright and all other intellectual property rights of whatsoever nature in the software, database and programming tools, skills, knowledge and technique (as the case may be) employed by Designate Solutions in providing the work shall be and shall remain vested in Designate Solutions and there shall be no consent or waiver in respect of such software, database and programming tools, skills, knowledge and technique.
15) Quality:
Any complaints concerning the quality of work must be made in writing within seven days of receipt. If the Customer is able to satisfy Designate Solutions that a defect has arisen other than through defects in the customers materials, Designate Solutions following the Customer's instruction of defects inherent in the relevant process then Designate Solutions will at its own expenses use its reasonable endeavours to rectify such defects.
16) Time or Indulgence:
No neglect, delay or indulgence on the part of Designate Solutions in enforcing the terms and conditions of this agreement shall prejudice the strict rights of Designate Solutions hereunder or be construed as a waiver of the whole or any part of the agreement.
17) Termination:
The Customer agrees that the use of Designate Solutions’ services for any activity that violates any provincial, national, or international law, order or regulation, is a violation of any agreement or commitment to which Designate Solutions is party to.
Designate Solutions reserves the right (without prejudice to any of its other rights against the customer) to terminate a project agreement by notice in writing to the Customer at any time.
18) Notice:
Any notice to be served hereunder shall be in writing and may be served personally or by post, in the case of Designate Solutions at its place of business or in the case of the Customer at the Customer's last known address or to its registered office and shall be effective from the date of receipt, if served personally, or two days from date of posting if served by post.
19) Controlling Law:
The Customer agrees that, if any portion of this agreement is held invalid or unenforceable, that portion will be construed consistent with applicable law as nearly as possible, and the remaining portions will remain in full force and effect. The
Customer hereby consents to the jurisdiction of any Magistrate's Court which at the time of the proceedings in question has jurisdiction of any Magistrate's Court in terms of Section 28(1) of the Magistrate's Court Act (as amended).
Notwithstanding the aforementioned, the parties specifically agree that Designate Solutions may at its discretion institute proceedings in any Division of the Supreme Court of South Africa having jurisdiction provided that the cause of the action would but for the aforesaid be beyond the jurisdiction of that Magistrate's Court.