Operating Terms & Conditions
Welcome to Adceptual!
These Terms and Conditions (“Agreement”) govern the relationship between you (the “Client,” “you,” “your”) and Adceptual (the “Agency,” “we,” “us,” “our”) regarding the provision of our services. By engaging our services, you agree to these terms.
1. Services
Adceptual provides design, online marketing, web development, and e-commerce services as detailed in the Service Level Agreement (SLA) or project scope documents. These documents, along with any proposals or cost estimates, are incorporated into this Agreement.
2. Fees and Payment Terms
2.1 Payment Obligations
You agree to adhere to the payment terms specified in this Agreement. All payments are due upon receipt of the invoice, unless otherwise specified in the SLA. Failure to comply may result in suspension or termination of services.
2.2 Purchase Orders and Pre-Payments
We will not commence any project until you provide a valid Purchase Order or Cost Approval and pay the required fees in advance.
2.3 SLA Fees
SLA fees are due on the 1st of each month. Late payments may result in service suspension or termination, and interest may accrue at the rate specified in the SLA or the maximum allowed by law.
2.4 Release of Work
We will not release any work, materials, or deliverables to you until all outstanding fees are paid in full.
2.5 Changes to Scope
Any changes to the initial brief or scope may require additional cost estimates. You will be responsible for approving and paying for any additional costs before implementation.
2.6 Reviews and Revisions
You are entitled to one (1) review per project before final approval. Additional revisions will incur extra costs.
2.7 Quotations
All projects and SLAs will be quoted and must be approved by you before we begin work. Cost estimates are based on the initial brief and scope, and you acknowledge that variables may affect total project costs.
2.8 Media Budgets
If we manage media budgets for campaigns, a 7.5% service fee will be added to cover associated costs, payable as part of the agreed terms.
3. Intellectual Property
Upon full payment, we grant you a non-exclusive, perpetual license to use the work and materials provided by us as specified in the SLA and/or project documents.
4. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information, including trade secrets and customer data.
5. Termination
5.1 SLA Termination
The SLA may be terminated according to its specific clauses.
5.2 Project Cancellation
You may cancel any project by providing written notice:
- Before any work commences.
- During the project with one (1) month’s notice within the first three (3) months, or three (3) months’ notice thereafter.
In case of cancellation, you remain liable for all fees and any additional costs incurred during the notice period.
6. Limitation of Liability
Our total liability to you shall not exceed the total fees paid under this Agreement. We are not liable for any indirect, incidental, special, or consequential damages.
7. Governing Law
This Agreement shall be governed by the laws of the Republic of South Africa. Any disputes will be subject to the exclusive jurisdiction of the Johannesburg High Court.
8. Amendments and Addenda
If you request an upgrade or additional work, acceptance of a Cost Estimate constitutes an addendum to this Agreement, which will be accepted by both parties.
9. Entire Agreement
This Agreement, along with any SLAs and addenda, constitutes the entire agreement between us, superseding all prior agreements. Amendments must be in writing and signed by both parties.
10. Notices
All notices must be in writing and will be deemed given:
- When delivered by hand.
- When received via overnight courier.
- On the date sent via email during normal business hours.
- Three days after being mailed by certified mail.
11. Acceptance of Terms
You agree to these Terms upon accepting a cost estimate or signing an SLA with us. These terms are available on our website and in all relevant communications.
12. Counterparts
This Agreement may be executed in multiple counterparts, each treated as an original, but collectively forming one document.
13. Legal Action
If you fail to comply with this Agreement, we reserve the right to take legal action, with you responsible for all costs incurred by us in enforcing this Agreement.
14. Headings
The headings in this Agreement are for convenience only and do not affect its interpretation.
Thank you for choosing Adceptual! We look forward to collaborating with you. If you have any questions about these terms, please reach out.