The following terms and conditions apply to all services The Crayon Room (PTY) Ltd provides to the Client. 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.
ACCEPTANCE
No client signature is needed to accept these terms and conditions for them to apply. Clients who accept a quote will be deemed satisfied with the terms and have entirely accepted them.
At The Crayon Room (PTY) Ltd, we create an environment of fair business practices. This agreement is set out for the benefit of both the client and The Crayon Room (PTY) Ltd. Should you have any questions feel free to contact us.
DEFINITIONS
1.1. The word CLIENT means the person, company, or Companies that Crayon Room
(PTY) Ltd is and will be supplying products and services to, either currently
or in the future.
1.2. The word DELIVERABLE relates to any individual end product or service The
Crayon Room (PTY) Ltd provides to the Client.
1.3. The word PROJECT relates to all Deliverables rendered by Crayon Room (PTY)
Ltd to the Client as part of a predefined scope.
1.4. The word RETAINER relates to all Deliverables rendered by The Crayon Room
(PTY) Ltd to the Client as part of an ongoing agreement.
1.5. The word CONSULTANT relates to any personnel of The Crayon Room (PTY) Ltd
1.6. The word CONTENT relates to all text, imagery, video, or any other
elements created or used.
FUTURE CHANGES TO THE TERMS AND CONDITIONS
Kindly note that the terms and conditions hereunder may change without prior
notice. The Client hereby acknowledges and confirms that the Client will
revisit the Terms and Conditions page on www.thecrayonroom.com or request an
electronic copy of the latest agreement. Crayon Room (PTY) Ltd will endeavor to
send out an email to clients at the time.
The Client’s continued use of Crayon Room (PTY)
Ltd services following any such modification constitutes the Client’s
acceptance of those modified Terms and Conditions.
GENERAL
2. The Client hereby acknowledges, accepts, and
confirms understanding that:
2.1. All Content generation for projects will be the Client’s responsibility
unless Crayon Room (PTY) Ltd is actively involved with the copywriting process and
licensing stock photos and video footage on the Client’s behalf.
2.2. The Client has obtained proper licensing
and permission for any form of imagery and other resources used within
projects.
2.2.1. Crayon Room (PTY) Ltd will not be
held responsible for any copyright infringement/ improper licensing and
permission relating to all and any form of imagery, content, and other
resources supplied to Crayon Room (PTY) Ltd by the Client used in projects.
2.2.2. The Crayon Room (PTY) Ltd has the right to pause any services until Crayon
Room (PTY) Ltd has received all content delivery. The aforementioned will be delivered
in the specified formats to Crayon Room (PTY) Ltd within a reasonable time.
2.3. The Client is responsible for providing
Content to The Crayon Room (PTY) Ltd either electronically or through courier delivery.
2.3.1. Although The Crayon Room (PTY) Ltd shall
make every reasonable attempt to return the supplied material used during the
creation of the client’s project, such return cannot be guaranteed.
2.4. Should the Content be of poor quality and
The Crayon Room (PTY) Ltd is required to implement improvements, then the
Content preparation costs, billed at an hourly rate as agreed upon between Crayon
Room (PTY) Ltd and Client, will be incurred by the Client.
2.5. Consultants are only available for communication
within The Crayon Room during regular office hours.
2.6 If any features are not explicitly
mentioned as part of a Project or Retainer, then the Client should assume that
it is not included and contact Crayon Room (PTY) Ltd for confirmation.
2.7 Crayon Room (PTY) Ltd reserves the right to
refuse services to the Client.
2.7.1 Crayon Room (PTY) Ltd may cancel an active Project, and applicable costs
refunded for work not completed; and
2.7.2 All work paid for will be handed over to the Client to conclude the
cancellation.
2.8 Crayon Room (PTY)
Ltd cannot guarantee that any Deliverable is 100% unique worldwide. The Crayon
Room (PTY) Ltd attempts to create original Deliverables, but coincidental
similarities with other Deliverables may be unavoidable. The Crayon Room (PTY)
Ltd does not take responsibility for signed-off work that may be subject to
future trademark or copyright challenges.
2.9. Once a Deliverable that was explicitly
created for the Client by The Crayon Room (PTY) Ltd has been signed off and
fully paid for, the source files and exported files will be the Client’s
copyright. The Client’s use of any Content that is free, open-source, or
Content licensed on behalf of the Client by Crayon Room (PTY) Ltd is subject to
that Content’s individual terms and conditions. The Client agrees to be bound
by those Terms and Conditions and may ask for links to those agreements before accepting
this document.
2.10 CONFIDENTIALITY: The
Crayon Room (PTY) Ltd agrees not to misuse or disclose any confidential
information that may be made available by The Client.
CHARGES
3. The Client hereby acknowledges, accepts, and confirms understanding that:
3.1. Charges for services to be provided by The Crayon Room (PTY) Ltd have been
defined in the project quotation/proposal that the Client receives via e-mail. Quotations/proposals
are valid for thirty (30) days. The Crayon Room (PTY) Ltd reserves the right to
alter or decline to provide a quotation after the thirty (30) days expire.
3.2 Unless agreed otherwise with the Client,
all services require an advance payment of sixty percent (60%) of the project
quotation total before the work is started on a project. The remaining forty percent
(40%) of the project quotation total is due upon completion of the work before
uploading to the server or releasing materials.
3.3 Invoices shall be settled by bank
transfer/EFT into the bank account of The Crayon Room (PTY) Ltd. within 7 days
of the date on the invoice unless otherwise agreed. The Crayon Room retains
ownership of all work until full payment has been made.
3.4 All third-party payments are for the
client’s account. Client agrees to reimburse Crayon Room (PTY) Ltd for
any additional expenses or unforeseen 3rd party price increases necessary
to complete the work. Examples would be the purchase of special fonts, stock
photography, Courier Costs, Facebook Adverts, Google Adverts, Print, etc.
PROJECTS
4. The Client hereby acknowledges, accepts, confirms,
and understands that:
4.1. If Crayon Room (PTY) Ltd cannot get hold of the Client through available
channels or if the client does not provide any written feedback within ten
business days since the last change request, causing the project to stall in
any way, then Crayon Room (PTY) Ltd will mark the task as dormant, and the static
project will be removed from the active project list.
4.2. If the project is dormant for longer than
6 months, then the project will be terminated. All design source files will be
removed from Crayon Room (PTY) Ltd network. All costs paid by the Client to Crayon
Room (PTY) Ltd will be forfeited due to the Client’s breach of the terms and
conditions without prejudice to any other claims Crayon Room (PTY) Ltd may have
against the Client for damages.
4.3. If the Client cancels the project after
paying the first deposit payment and implementing any part of the proposed
solution, then the deposit will not be refundable and shall be forfeited
accordingly.
4.3.1 In all project cancellations, the designs and their design versions will
stay the copyright and property of Crayon Room (PTY) Ltd
4.3.2 Any copy, distribution, or use of these canceled project assets by the
Client will constitute a copyright violation. The Crayon Room (PTY) Ltd
reserves its right to take further legal action against the Client for damages
suffered in any form whatsoever.
4.3.3 Crayon Room (PTY) Ltd may choose to refund parts of a deposit under
special circumstances and or release aspects of the project completed.
4.4. The Crayon Room (PTY) Ltd makes every
effort to ensure websites are designed to be viewed by most visitors. Websites
are designed to work with the most popular current browsers (e.g., Firefox,
Internet Explorer, Google Chrome, etc.). Client agrees that The Crayon Room
(PTY) Ltd cannot guarantee correct functionality with all browser software
across different operating systems.
4.5. The Crayon Room (PTY) Ltd cannot accept
responsibility for web pages that do not display as expected in new versions of
browsers released after the website has been designed and handed over to the
Client. Therefore The Crayon Room (PTY) Ltd reserves the right to quote for any
work involved in changing the website design or website code for it to work
with updated browser software.
4.6. The Crayon Room (PTY) Ltd cannot accept responsibility for any alterations
caused by a third party occurring to the Client’s pages once installed. Such
alterations include but are not limited to, additions, modifications, and deletions,
as well as but not limited to any Post-Placement Alterations
4.7. A design credit link to The Crayon Room (PTY)
Ltd may appear in either a small type or a small graphic at the bottom of the
Client’s website. If a graphic is used, it will be designed to fit in with the
overall site design. The Client also agrees that the website developed for the
Client may be presented in The Crayon Room (PTY) Ltd portfolio.
4.8. Access Requirements to 3rd party servers are in the event that a Client’s website is to be installed on a third-party server, The Crayon Room (PTY) Ltd must be granted temporary read /
write access to the Client’s storage directories which must be accessible via
FTP. Depending on the specific nature of the project, other resources might
also need to be configured on the server.
PROJECT CHANGE REQUESTS
4.9 The Client hereby acknowledges, accepts, and confirms understanding that:
4.9.1 All projects include change request limits and that a change request is
one or many changes, requested by the Client in one request, of, but not
limited to, layout, imagery, text, or other elements to a previous version of a
Deliverable as part of that Project. Change request limits may be lifted on
projects where prior written arrangements have been made.
4.10 In each Deliverable, where the project
change request limit has been reached, the Client may request additional
changes at an hourly rate as agreed upon by both parties.
4.11 If individual representatives of the
Client submit change requests, then each request would count towards the
revisions already used. The Client should therefore give combined feedback to
avoid wasting revisions.
4.12. All Project Deliverables include a version limit of four unless previous written arrangements have been made. The Deliverable version limit consists of the first concept and three additional versions.
4.13. The Crayon Room (PTY) Ltd will provide
the Client with an opportunity to review the appearance and content of the
website during the design phase once the overall website development is
completed. At the completion of the project, such materials will be deemed
accepted and approved unless the Client notifies Crayon Room (PTY) Ltd within
ten (10) days of the materials being made available to the Client.
RETAINERS
5. The Client hereby acknowledges, accepts, and confirms understanding that:
5.1. The Retainer is a prepaid, recurring monthly service.
5.2. The Retainer may initially consist of Phases with a specific scope of Deliverables
each. Once these Phases are completed, then the Retainer will move into a month-to-month
Growth Phase. The Retainer will automatically renew at the end of each month.
5.3. Source files and exported file formats of Deliverables may be handed over
immediately to the Client/ rolled out to various platforms once the Client has
signed them off.
5.6. The Retainer monthly rate may increase over time, and the Client will be informed of any increases in advance.
5.7. If the Client cancels a Retainer and the
Retainer time balance is in the negative, then the Client needs to settle the
balance. The Crayon Room (PTY) Ltd will generate a final invoice for the
outstanding amount, which will be delivered to the client within a reasonable
time.
5.8. A Retainer termination: One Full Calendar Month’s
notice is required for cancelation via email at hello@thecrayonroom.com.
SIGN OFF
6. The Client hereby acknowledges, accepts, and
confirms understanding that:
6.1. Sign off is the act where the Client accepts, via email, WhatsApp, or
any other written format that can be stored and archived, a Deliverable as 100%
completed to their initial requirement and to their ultimate satisfaction
thereof.
6.2. Once the Client gives a sign-off on a Project or Retainer Deliverable, that Deliverable is declared and deemed
finalized. Any change requests on a signed-off Project Deliverable will be quoted at an hourly rate. Change requests for Retainer Deliverables are only limited by the time available within the retainer to implement those changes.
6.3. Giving sign-off on a Project requires the Client to immediately settle any outstanding fees unless other alternate prior written arrangements are in effect and agreement with Crayon Room (PTY) Ltd
6.4. The Client’s sole responsibility is to ensure that all aspects of a Deliverable are 100% accurate before giving a sign-off.
6.5. If signed-off artwork is sent to print, manufacturing, production, or a signed-off service is implemented, it contains errors that the Client should have noticed. The resulting printing, manufacturing, and implementation costs will be for the Client’s account.
6.6. As soon as the Client signs off on a Deliverable, the Client automatically accepts all liabilities that might arise
from the Deliverable.
BACKUPS
7. The Client hereby acknowledges, accepts, and
confirms understanding that:
7.1. The Crayon Room (PTY) Ltd will hand the source files and standard
exported file formats to the Client via email. It is up to the Client to ensure
that it is backed up, and The Crayon Room does not offer backup services.
7.2. Once a website has been set live on the
The client’s domain is up to the Client to ensure that they have regular
backups made of their website, either directly or through their hosting
company. The Client needs to back up their own email accounts regularly.
7.3. The Crayon Room (PTY) Ltd does not offer or guarantee backups of Deliverables. The Crayon Room (PTY) Ltd may store files as part of regular internal archiving processes. The Client is
responsible for requesting copies of essential files, if not already provided,
and keeping them safe.
EMAIL AND WEB HOSTING
This point only applies if the Client uses The Crayon Room (PTY) Ltd for email, website, domain, or related internet hosting.
8. The Client hereby acknowledges, accepts, and
confirms understanding that:
8.1 The Crayon Room (PTY) Ltd provides all email, website, and related
hosting services through XNEELO (www.xneelo.co.za) (Previously known as Hetzner
SA). “The Crayon Room” below refers to the services The Crayon Room (PTY) Ltd makes
available to the Client through XNEELO’s services. The Crayon Room (PTY) Ltd depends
on the current state of the XNEELO network and the Terms and Conditions of that
company.
8.2 The Crayon Room (PTY) Ltd reserves the right to block or terminate any email and web hosting services due to abuse, non-payment, and any reason where offering the service falls outside the
original agreement. All Service fees must be paid as soon as they are due.
8.3 A domain, email accounts, website, and any
associated data will be deleted if payment is not made when due. The Crayon
Room (PTY) Ltd will attempt to request outstanding amounts first and then block
a domain. If a domain is blocked and no communication regarding payment is
received for 10 business days, then The Crayon Room (PTY) Ltd will start the
deletion process. Deleted domains would then become available again for
registration by any third party.
8.4 If XNEELO notifies The Crayon Room (PTY)
Ltd of any security violations, then The Crayon Room (PTY) Ltd will inform the
Client as soon as possible, using the resources available to The Crayon Room
(PTY) Ltd at that time. The Client will be notified via email to take
appropriate action, such as changing passwords. The Crayon Room (PTY) Ltd will
inform the Client using the email address or addresses that it has on record,
which may or may not be up to date. The Client would need to take the necessary
actions and contact The Crayon Room if there are anquestions about whatep to take.
8.5. If XNEELO notifies The Crayon Room (PTY) Ltd of any PHP server or software updates. The Crayon Room (PTY) Ltd will inform the Client as soon as possible, using the resources available to The Crayon Room at
that time.
8.5.1. If Website templates need to be upgraded and this option is available, this will be carried out by The Crayon Room (PTY) Ltd in a reasonable time frame.
8.5.2. The client will incur additional costs due to server updates affecting website functionality.
8.6 The Client indemnifies The Crayon Room
(PTY) Ltd from any liability arising from any civil or criminal proceedings
instituted against The Crayon Room for any loss or damage.
8.6.1. The Client further indemnifies The Crayon Room (PTY) Ltd for any loss or
damages the Client or a third party may suffer because of any interruption,
security compromise, or unavailability of the services.
8.7. The Client indemnifies The Crayon Room
(PTY) Ltd from being held liable for any losses the Client may have suffered or
from legal action taken against The Crayon Room (PTY) Ltd as a result.
8.7.1 The use of the Services, or any downtime, outage, security violations,
degradation of the network, interruption in or unavailability of the Services.
8.7.2 Included within the range of downtime, outage, degradation of the
network, interruption, or unavailability of the Services is any of the
following: –8.7.3. Software or hardware service, repairs, maintenance,
upgrades, modification, alterations, replacement or relocation of premises
affecting the Services, non-performance or unavailability of any of the
services given by an electronic communications network or service provider,
including line failure, or in any international services or remote mail
Servers, — non-performance or unavailability of external communications
networks to which the Client or The Crayon Room (PTY) Ltd network
infrastructure is connected, and repairs, maintenance, upgrades, modifications,
alterations or replacement of any hardware forming part of the Services, or any
faults or defects in the hardware.
8.8 The Crayon Room (PTY) Ltd will not be
responsible for any breach of the email and web hosting agreement caused by
circumstances beyond The Crayon Room’s control, including but not limited to:
fire, earthquake, flood, civil strike, compliance with government orders,
failure of any supplier of electricity as well as no electronic communication
service.
8.9 The Crayon Room (PTY) Ltd reserves the
right to take any action necessary to preserve the security and reliable
operation of The Crayon Room (PTY) Ltd infrastructure. The Client may not do
anything or permit anything to be done that will compromise The Crayon Room’s security.
8.10 The Crayon Room (PTY) Ltd has systems in
place to assist with its critical technical infrastructure to recover from a
natural or human-induced disaster. However, The Crayon Room (PTY) Ltd does not
specify any recovery time, and The Crayon Room (PTY) Ltd is not liable for any
loss or damage the Client may suffer as a result of any natural or human-induced
disaster. The Client must make back-ups of their data. Nothing contained in The
Crayon Room (PTY) Ltd hosting terms will be seen as a representation that any backups
of data The Crayon Room (PTY) Ltd have implemented will be successful or in any
way will assist with disaster recovery.
8.11 Hosting and domain renewals are non-refundable.
PAYMENT TERMS
9. The Client hereby acknowledges, accepts, and confirms understanding that:
9.1. All payments are net 7days from the date of invoice.
9.2. Invoices shall be settled by bank transfer/EFT into The Crayon
Rooms (PTY) Ltd. bank account details on the invoice within 7 days of the date
on the invoice
9.3. Final payment for a website is required upon completion, but before publishing the live website
9.4. The Crayon Room (PTY) Ltd retains ownership of all work until full payment has been made.
9.5. Retainer payments must be made by the 1ST of each month before work
commencement.
9.6. Late payments on hosting/email or domain fees invoices will result
in downtime of these services, and a reactivation fee will be charged
9.7. A 60% deposit is required before the project commences.
9.8. Deposits are non-refundable
9.9. Clients on post-pay or credit accounts which exceed a 30-day balance may be moved to a secured account requiring an upfront payment equal to one (1) month’s account management fee plus the Advertising
Budget.
9.9. In the event client fails to make any payments on time, The Crayon Room (PTY) Ltd has the right, but is not obligated to, terminate the Agreement with written notice.
9.9.1. Such remedy is in addition to any other remedies available to The Crayon
Room (PTY) Ltd under the Agreement or under applicable law.
9.4. Late payments will be charged at an interest rate of 1.5% per month.
9.5. In addition to the late payment penalty
set forth above, in the event the client fails to make any of the payments per
the Agreement, The Crayon Room (PTY) Ltd may suspend the Services until the
amount is paid in full.
9.6. In addition to any outstanding balance, the
client shall be liable for all collection agency fees and reasonable attorney’s
fees payable by The Crayon Room (PTY) Ltd in connection with enforcing the client’s
performance of its payment obligations outlined in this Agreement.
9.7. Client shall be responsible for all taxes
due in connection with the transactions contemplated hereunder, except for
taxes based on The Crayon Room (PTY) Ltd income.
GOVERNING LAW
10. The Client hereby acknowledges, accepts, and confirms understanding that: The Laws of South Africa shall govern this Agreement.
LIABILITY
11. The Client hereby acknowledges, accepts, and confirms understanding that: The
Crayon Room (PTY) Ltd hereby excludes itself, its consultants, and, or Agents
from all and any liability from:
11.1.1 Loss or damage caused by any inaccuracy;
11.1.2. Loss or damage caused by omission;
11.1.3. Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the deliverables
11.1.4. Loss or damage to clients’ artwork/photos supplied for the deliverables. Immaterial whether the loss or damage results from negligence or otherwise.
11.2. The entire liability of The Crayon Room
(PTY) Ltd to the Client in respect of any claim whatsoever or breach of this
Agreement, whether or not arising out of negligence, shall be limited to the
charges paid for the Services under this Agreement in respect of which the
breach has occurred.
SEVERABILITY
12. Suppose any of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable. In that case, the remaining provisions of this Agreement shall be unimpaired, and the
Agreement shall not be void for this reason alone. Such invalid, illegal, or
unenforceable provision shall be replaced by a mutually acceptable valid, legal,
and enforceable provision that comes closest to the parties’ intention underlying the invalid.
