Terms and Conditions of Service
The terms and conditions stated in this document apply to all Carter & Prince Clients unless agreed in writing to the contrary. No other contract terms and conditions shall apply unless specifically agreed in writing between Carter & Prince and the Client. In the event of any ambiguity between these terms and conditions and any terms agreed in writing between Carter & Prince and the Client then the terms and conditions here under will apply.
Please note that these Terms and Conditions are Subject to updates. as and when these occur you will be notified where you can download an updated version.
TABLE OF CONTENTS
INVOICING & PAYMENT TERMS.
ONGOING MAINTENANCE AND SUPPORT.
TERMINATION OF SERVICE.
3RD PARTY SERVICES.
WEBSITE DEVELOPMENT AND DESIGN TERMS AND CONDITIONS.
SEO TERMS AND CONDITIONS.
EMAIL MARKETING TERMS AND CONDITIONS.
CONTENT MARKETING TERMS AND CONDITIONS.
HOSTING TERMS AND CONDITIONS.
GENERAL SERVICE DISCLAIMERS.
All briefs given to Carter & Prince need to be given via email. No briefs will be accepted via phone, sms, or whatsapp.
- Carter & Prince may provide Clients with initial estimates, otherwise referred to as quotations, for projects on request. The final project value may vary from the initial quotation if additions are requested to the original scope of work.
- Carter & Prince will provide quotations in writing by email to Clients, which will include a hyperlink to these Terms and Conditions. Acceptance by a Client of a Carter & Prince estimate is subject to acceptance of the terms and conditions unless specifically agreed in writing between the Client and Carter & Prince to the contrary.
INVOICING & PAYMENT TERMS
- Carter & Prince standard payment terms are 7 days from the date of invoice.
- New web design projects require a 50% upfront payment for the commencement of a project, 40% once the development is complete and a final payment before the project is made live.
- Monthly or retainer invoices will be invoiced by the 2nd of the month and needs to be paid within seven business days thereafter, or seven days within the time period the invoice has been sent. Late payment will result in interest being charged to the account and a suspension of retainer services.
- In the event that website development cost has been broken up into a payment plan, Carter & Prince will remain the owners of the website until the design and development work has been paid in full as per the initial quotation.
- Carter & Prince reserves the right to increase their pricing in line with the official annual inflation rate each year, which is obtained from Statistic South Africa’s latest available Consumer Price Index (CPI) Headline Report.
- Unless expressly agreed in writing to the contrary Carter & Prince will not accept liability to the Client for unforeseen delays in completing a project.
- In the event that there is a delay in the completion of a project, Carter & Prince will communicate such delays to the Client in writing via email.
- All website or online marketing tactic setup content needs to be provided by the client within 2 weeks of a deposit being paid to commence a project.
- All Graphic design content needs to be provided within 1 week of a deposit being paid to commence a project.
- The client is required to provide Carter & Prince with all the content required for a project within the period detailed above. Should the client delay issuing Carter & Prince with the content required for the project, Carter & Prince reserves the right to renegotiate the cost of the project as well as the expected completion date, or cancel the project if content is outstanding for longer than 1 month since the start of the project. In such instances, Carter & Prince will either request any outstanding payments to be settled before the continuation of the project, or issue a notice of project cancellation in which case the rest of the project fee will be nulled, however the deposit is non-refundable.
ONGOING MAINTENANCE AND SUPPORT
- Fixes for newly built websites need to be identified within a 14 day period from going live. If fixes are identified after this period and the client is not on a Maintenance agreement then a quotation will be issued to commence such fixes.
- After 14 days, new snags or issues that have not been reported with costed against our rate card, with a minimum cost allocation in 15 minutes intervals.
- Carter & Prince cannot future proof its services or products. Once a client has signed off on a project the responsibility to maintain and update plugins and Themes, or content, used on the website or social platforms becomes the client’s responsibility unless a maintenance agreement has been signed with Carter & Prince which covers such incidents.
- Maintenance does not mean “eyes on the website” all the time and issues on the website still need to be reported to Carter & Prince via email on email@example.com.
- Development faults with plugins or themes used on a website built by Carter & Prince are not covered by a maintenance agreement and will be quoted for separately as in most cases the original software developer will need to be involved.
- Similarly, hosting and website faults remain the responsibility of the hosting provider and do not fall under any maintenance agreement.
- All Carter & Prince meetings will be done online. As we are a fluid company, we work across the world as we travel. Such meetings need to be arranged in advance and unless prior arrangements have been made such consultations will be limited to one meeting per month of a maximum duration of 1 hour. Consultations will be charged at our standard consulting rate.
TERMINATION OF SERVICE
- Cancellation of any products or services may be made at any time by providing Carter & Prince with a cancellation request 1 calendar month in advance, in writing.
- In the event of cancellation of the agreement prior to the completion of the cancellation period, Carter & Prince reserves the right to pursue any of the following: (1) remove equipment, software, services or resources owned by the Company, (2) bring legal action against the Client for contractual breach or (3) remove any created websites, graphics, content, links, advertising and accounts.
3RD PARTY SERVICES
- Carter & Prince will offer to Clients’ third party services such as those offered by Google, Facebook, twitter, Hotjar and other social networks to enhance the performance of their websites. Carter & Prince may include in quotations the setup and maintenance of such third party services. Carter & Prince will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.
WEBSITE DEVELOPMENT AND DESIGN TERMS AND CONDITIONS
- Website development time period is estimated at max three month, unless otherwise noted.
- All website content needs to be provided by the client within 2 weeks of payment of a deposit to commence a project. Should the client delay issuing Carter & Prince the content required for the project, Carter & Prince reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Carter & Prince will request any outstanding payments to be settled before the continuation of the project.
- Any content not provided within three months of the quote acceptance will not be used or added to the website. If client wants this to be added, additional quotes will be provided for client’s approval and payment before anything will be added.
- CMS websites require updates to plugins and themes. If the client has not opted for monthly maintenance, such updates and the cost thereof, remain the responsibility of the client. However, plugins and themes may be quoted for separately if required. If plugin licenses were not purchased as part of the client’s brief to Carter & Prince, and licenses have lapsed, quotes will be issues, with payment needed before licenses are activated again.
- Additional pages, images and revisions on projects above the scope of work agreed above will attract additional charges.
- Unless a maintenance contract is signed, no additional work will be done outside of the quoted development scope. Upkeep of the client’s site is their own responsibility unless otherwise agreed, in writing, with a maintenance contract in place.
- All E-commerce websites will come with Flat Rate shipping. It is the client’s responsibility to negotiate shipping costs with his/her preferred supplier and to provide Carter & Prince with specified flat rates. Alternative Shipping Plugin purchase and configuration fall out of the scope of work, unless specifically quoted for.
- All e-commerce website will have Payfast and EFT payment as the default payment options. It remains the responsibility of the client to sign up with Payfast and to provide us with their login details.
- The client agrees that all content provided by the client including articles, website wording, graphics and videos are owned by the client and free of any copyright infringement.
- Landing pages, unless otherwise stated are created using a specific Landing page platform. If you want a copy of this page we can provide it, but it will only be reactivated using a version of the same platform, as the code is customised for use on this platform.
- Viruses & Outdated Websites, Carter & Prince makes every effort to take security precautions on our Clients websites, this includes the relevant security plugins which keeps its servers secure, wherever possible. However we cannot guarantee the prevention of hacks, viruses or unexpected data deletion and cannot be held liable for any such damages as a result.
- Carter & Prince cannot be responsible for any websites that have stopped working or have become faulty over time due to the website becoming “outdated”. Outdated websites can be affected due to many aspects, such as new browser software, outdated web code, etc. Carter & Prince cannot be expected to keep your website updated in every aspect without being compensated to do so.
- Client is responsible for their own hosting, unless otherwise quoted for by Carter & Prince
- SSL certificates are not a given, and are host dependent
- If a client requests login details to their site, all responsibility of their site is automatically transferred to them. Carter & Prince takes no responsibility for any mistakes, errors or bugs that occur if client decides to manage the website on their own. If for any reason the Client requests the assistance of Carter & Prince to fix these type of handling errors, time spent on fixing will be quoted at our normal rate.
SEO TERMS AND CONDITIONS
- Carter & Prince accepts no responsibility nor liability to the Client for the actual rankings achieved or how such rankings may vary over time. Search engines are known to change their algorithms and in such doing rankings and traffic may fluctuate.
EMAIL MARKETING TERMS AND CONDITIONS
- Carter & Prince will not setup Client’s email with email service providers. This is the responsibility of the host unless Carter & Prince hosts the client’s website.
- Payment of Monthly charges based on subscribers will remain the responsibility of the client.
- Carter & Prince will not be liable for any purchased, rented, or third-party lists of email addresses that were/are purchased/provided by the client for newsletter or emailing distribution.
- Carter & Prince will not be held liable for any penalties placed upon the client by the email service provider because of purchased, rented, or third-party lists of email addresses or spam content used in newsletters.
CONTENT MARKETING TERMS AND CONDITIONS
- The Client’s account manager will post content based in the client’s: Target Market, Products, Industry, but occasionally content might be relevant to General Internet Trends or Holidays. The Client is responsible for setting content guidelines with the Account Manager, these guidelines can be in the form of a list of approved: websites, newsletters, rss feeds where the Account Manager can derive content from.
- The Account Manager cannot take responsibility for the sharing of, nor comments made in response to content posted on the page, as this is the nature of social media interactions. An Escalation process will be followed with feedback on the social media sites, but in no way will any actions taken in response to these contradict the objective of company transparency.
- Unless otherwise agreed the content for newsletters will be provided by the client, although the account manager may give some suggestions for content going forward.
- The client agrees that all content provided by the client including articles, website wording, graphics and videos are owned by the client and free of any copyright infringement.
HOSTING TERMS AND CONDITIONS
- Carter & Prince will invoice for hosting and domain renewals on an annual basis. This is only applicable for websites hosted and maintained by Carter & Prince
- Carter & Prince will use their best endeavours to rectify the cause of any disruption in the hosting service of a Client’s website(s) and to minimise the duration of any such instances. This is only applicable for websites hosted and maintained by Carter & Prince.
- Carter & Prince will not be liable to the Client for any compensation in respect of any downtime that may occur with the hosting of their website(s).
- Only If website maintenance is selected and paid for monthly, will Carter & Prince keep a backup of all Client website files.
- In the event that a Client wishes to move their website to another web server supported by another party, then Carter & Prince will cooperate fully, subject to all outstanding amounts being paid up in full, in some instances a transfer fee will be applicable.
- All bills need to be settled in full before final handover takes place.
- Login details and passwords need to be kept confidential and secure. Carter & Prince will not be held accountable for email account/website hacks. We do not keep passwords on record and will subject any password request to security measures deemed sufficient to legitimise the request
GENERAL SERVICE DISCLAIMERS
- The Client acknowledges the following with respect to services:
- Carter & Prince accepts no responsibility for policies of Google, third-party search engines, directories, or other websites (“Third-Party Resources”) that the Client may submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s web site or content may be excluded or banned from any Third-Party Resource at any time and the Client agrees not to hold Carter & Prince responsible for any liability or actions taken by Third-Party Resources under this Agreement.
- The Client furthermore acknowledges that the nature of many of the resources the Carter & Prince may employ under this Agreement are competitive, therefore Carter & Prince does not guarantee top rankings, consistent positioning or specific performance of any strategies employed and the Client accepts that the Carter & Prince past performance is not indicative of any future results the Client may experience.
- The Client recognizes that SEO and submissions to search engines and directories can take an indefinite amount of time for acceptance or inclusion and that internet advertising may be subject to the individual advertising network’s policies and procedures.
- The Client accepts that Google Adwords, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
- The Client acknowledges that search engines may drop listings from its database for no apparent or predictable reason. The Company shall re-submit resources to the search engine based on the current policies of the search engine in question.
- Carter & Prince will endeavor to make every effort to keep the Client informed of any changes that Carter & Prince is made aware of that impact any of the campaigns and strategies and the execution thereof under this Agreement. The Client also acknowledges that Carter & Prince may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect campaigns or services.
- Carter & Prince, for the duration of this agreement, may develop design strategies and codes, which, in Carter & Prince’s opinion improve the Client’s website. Carter & Prince and the Client will review these suggestions together and once mutual agreement is reached activate these changes. If the Client decides to make any material changes to the website, the Client will consult with Carter & Prince prior to implementing these changes, to make sure that they do not conflict with Carter & Prince marketing strategy.
- Third-Party Resources, particularly Facebook, change their layout and can very often affect any business page installations and applications. Carter & Prince will not be held liable for these changes and, should work need to be done to rectify, then a new “quote” would need to be drawn up.
- Carter & Prince and its subcontractors retain the right to display all designs, proposals and completed jobs as examples of their work in their respective portfolios.
- The source code of all website web pages remains the intellectual property of Carter & Prince until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of Carter & Prince.
- All scripts, CSS and include files used within Client websites, remains the intellectual property of Carter & Prince until such time as payment is made in full by the client and may not be copied and used by any other party without the written consent of Carter & Prince.
- The stored procedures, functions and triggers programmed into SQL Databases remain the intellectual property of Carter & Prince until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of Carter & Prince.
- All Client logo images, images unique to the Client, i.e., of their premises, workforce, and their business, plus all written copy, belong to the Client and are covered under their copyright. Carter & Prince will not reuse Client written content or images without the express permission of the Client.
- Carter & Prince will not be liable for any copyright infringements committed by the Client with regards to content provided for marketing materials. The Client hereby agrees that all content submitted to Carter & Prince is original content and not copied off other websites as copying content of other online assets will directly impact Carter & Prince ability to run an effective marketing strategy for the Client.
- The Client and the Company acknowledge and agree that the Specifications and all other documents and information related to the development of the Carter & Prince Campaign (the “Confidential Information”) will constitute valuable trade secrets of the Company. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
- In the event that the Client does not pay an invoice within the time frame allocated in the invoice, then Carter & Prince has the right to suspend all further works for that Client until such time as payment is made in full.
- In the event that the Client does not pay a hosting subscription invoice within 30 days of the due date, i.e. 44 days after the invoice date, then Carter & Prince reserve the right to turn off any website hosting until such time as the invoice is paid in full. Carter & Prince will only keep a backup of the website for 1 month. If hosting bills are not paid in full within three months, client will be kept liable for all costs incurred, and hosting and the website will be terminated.
- In the event that the Client becomes insolvent or goes into liquidation Carter & Prince have the right to immediately terminate their contract with the Client and invoice for the full value of project works carried out to that date, plus suspend any email or hosting services.
- In the event that a Client delays the progress of a project with Carter & Prince then Carter & Prince will be entitled to give 14 days written notice to the Client. If the Client does not satisfactorily remedy the cause(s) of the delay, within the 14 day notice period, then Carter & Prince will have the right to terminate the service. Carter & Prince will invoice the Client for the full value of works carried out to-date.
In the event the Client fails to make any of the payments referenced in deadline set forth, Carter & Prince has the right, but is not obliged, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by the Company or (3) bring legal action, or decline