Terms of Service
1. DEFINITIONS AND INTERPRETATIONS
In these standard terms and conditions, unless a clause contains a statement or a provision setting out otherwise;
1.1 Words importing any one gender shall include the other two and words importing the singular shall include the plural and vice versa and references to natural persons will include legal entities and vice versa;
1.2 The following terms shall have the meanings assigned to them hereunder, namely:
1.2.1. Kodeon means House of Yireh (Pty) Ltd, registration number 2019 / 228479 / 07
1.2.2. “the client” means the person or entity contracting with Kodeon in respect of the design of the website; and
1.2.3. “parties” means Kodeon and the client who has entered into the agreement with Kodeon
1.3 Any reference in this agreement to days, months or years shall be construed as calendar days, months or years and if any number of days is prescribed in the agreement, it shall be calculated excluding the first and including the last day unless the last day falls on a Saturday, Sunday or Public Holiday, in which case the last day shall be the next succeeding day, which is not a Saturday, Sunday or Public Holiday.
2. TERMS AND CONDITIONS
2.1 This document sets out the terms and conditions of the working relationship between Kodeon and the client and all projects or services that Kodeon may be contracted to produce or provide for the client will be subject to the terms and conditions of the relationship entered into between the parties.
2.2 By the client accepting a quotation issued by Kodeon, they are agreeing to be bound by the terms and conditions contained therein.
3. QUOTATIONS
3.1 All quotations submitted by Kodeon in terms of the client’s project specifications, will remain valid for acceptance for a period of 10 days from the date of the quote. Should this quote not be accepted within the 10 day period or no written request for any alteration or extension be received from the client, the quote will expire. Kodeon will then no longer be bound by the original quote.
3.2 All quotations are submitted on the condition that the content, text, images and relevant information will be supplied by the client to Kodeon unless otherwise agreed upon.
3.3 Kodeon will accept a request to amend a quote if the request is given prior to the expiry date of the original quote and the effect of Kodeon amending the quote will be that the original quote given will no longer be valid.
3.4 All quotes issued by Kodeon are carefully prepared taking into account the specific technical requirements of each project and, as such, Kodeon reserves the right to amend any quote should the project’s specifications change, or if it becomes clear that the project specifications which were originally communicated to Kodeon were not originally provided in a clear and correct manner by the client at the time of requesting a quote.
3.5 Should a client not be able to provide a detailed project specification for the work to be done, Kodeon reserves the right to quote and to bill for their initial research and planning needed to outline the exact specifications and technical requirements necessary to complete the project. Such research and planning shall be billed according to Kodeon’s standard hourly rate.
3.6 Kodeon reserves the right to quote and bill for project management if required and this project management will be billed according to the standard hourly rate.
3.7 In order to accept a quote, the client must sign and date the quotation confirming its acceptance and return the signed quote to Kodeon either via email or by hand within the 10-day period provided for on the quote document itself. No project will commence unless a formal acceptance, in writing, is received by Kodeon within the correct time period.
3.8 If a project has been left dormant for longer than 3 months, Kodeon reserves the right to adjust the original cost of the project according to the current hourly rates.
3.9 Project deposits are non-refundable after 30 days based on the following:
– Kodeon have started the strategy, menu structure, project documentation or design
– The client has not been giving input or has placed the project on hold
3.10 All quotes issued by Kodeon are estimates based on the functionalities received. We only bill for the actual hours used.
4. DEPOSIT, PAYMENTS AND CONFIRMATION OF ORDER
4.1 On formally accepting a quote issued by Kodeon, the client shall be responsible for the payment of a 50% deposit of the total amount quoted for each phase and Kodeon will immediately issue a tax invoice for that amount to the client. Payment is to be made via an electronic fund transfer or cash deposit into Kodeon’s account.
4.2 No project will commence until the 50% deposit has been paid into Kodeon’s account and the funds are reflected as clear by Kodeon’s bank. In the event that a client causes a delay in the commencement of the project by failing to make the appropriate 50% deposit payment, Kodeon shall not be held responsible should the project deadlines not be met.
4.3 Further payments will be billed on the 25th of each month. Projects may be placed on hold due to failure of prompt payments by the client if no prior arrangement was agreed upon. Due dates will be specified on each invoice. The client themselves will be responsible for the account – even if the services were rendered for a third party.
5. PROJECT PHASES
5.1 Each phase of the project, as specified in the quotation, will require a formal written acknowledgement of completion and be signed off by the client. Kodeon will not proceed with the next phase of the project without receiving written approval from the client that the previous phase had been received by the client. Kodeon reserves the right to place the project on hold until such approval is given, and accepts no responsibility should a deadline of the project not be met due to the failure of the client to approve the previous phase.
5.2 Alterations and additions may be requested at any time during a phase of the development of a project and Kodeon will determine whether or not such request falls within the scope of the original project brief and specifications. In the event that the request does not fall within the original brief and specifications, Kodeon reserves the right to quote and bill for such alterations and additions in addition to the original amount quoted. In this event, Kodeon will require written approval from the client before any work commences.
5.3 The sole responsibility of providing a project brief, and/or specifications in a detailed accurate and concise document remains with the client and Kodeon accepts no responsibility for any misunderstanding arising out of a poorly drafted specification document. Kodeon reserves the right to charge additional fees for any extra development time incurred as a result of an unclear project brief.
5.4 Once a design has been chosen by the client, four reverts of changes are included. Any additional reverts thereafter will be charged per hour.
5.5 All copy sent through by the client is to be Final Copy. Any changes required to copy after it has been coded in will be charged per hour.
5.6 Final Menu to be signed off by the client. Any changes to the menu after signoff and coding will be charged per hour.
5.7 Websites will be tested and optimised for browsers IE10 and up, Firefox and Chrome. We do not support IE9 or lower.
5.7 Please note that the design once coded may not reflect the exact sign-off design as elements (visual elements, design elements, font-weight and styling) may change slightly once coded as per the signed-off graphic, as items render slightly differently in HTML.
6. HOSTING
6.1 Kodeon is able to assist with web-hosting services through a hosting company of choice and in the event of a client requesting assistance with the hosting of a website, Kodeon reserves the right to bill for the additional assistance provided.
6.2 In the event that a client’s website should experience technical difficulty or downtime and it is discovered that the source of the difficulty is found to be with the hosting provider, Kodeon accepts no responsibility and cannot be held liable for any financial loss suffered by the client as a result.
6.3 The client will arrange that the hosting provider chosen will cooperate fully with Kodeon in order to complete the project successfully. Kodeon will require the correct FTP details to successfully complete the project. Kodeon shall not, without written instructions from the client, or an authorised representative of their client, provide FTP details, database, login or any other confidential information to any party.
6.4 If the client fails to pay for the hosting costs, Kodeon is within their rights to suspend the website as well as e-mails and other tools used on the domain.
7. DISCLAIMER FOR LIABILITY
7.1 The client indemnifies and holds Kodeon free from any liability in respect of any loss, damage or costs suffered by or arising from:
7.1.1. Any fact or circumstance which is beyond the reasonable control of Kodeon; or
7.1.2. Any downtime, outage, interruption or unavailability of any of the services or the Kodeon network infrastructure as a result of or attributable to any of the following causes;
7.1.2.1 Software of hardware service, repair, maintenance, upgrades, modifications, alternations, replacement or relocation of premises;
7.1.2.2. The non-performance or unavailability of whatever nature and howsoever arising of any of the services provided by ISPs;
7.1.2.3. The non-performance or unavailability of whatever nature and howsoever arising, of external communications networks through which the client’s server or the Kodeon network is connected;
7.1.2.4. The service, repairs, maintenance, upgrades, modification, alterations or replacements of any hardware forming part of the client’s services or any faults or defects of whatsoever nature in such hardware.
7.1.3. Any infringement of the client’s rights of privacy and/or any other like rights (including those of any other persons or entity), arising from the services provided in terms of the agreement;
7.1.4. Any breach of security by any third party or any breach of confidentiality by a third party or otherwise arising from any access howsoever obtained by a third party to the client’s information, data or content;
7.1.5. The damage, contamination or corruption of any kind of the client’s data, material, information and/or content howsoever occasioned;
7.1.6. Any service, repairs, maintenance, upgrades, modifications, alterations, replacement or work of any nature done on the client’s hardware, software or systems by any party other than by Kodeon;
7.1.7. Without limiting the foregoing, any fact, cause or circumstances whatsoever and howsoever arising if Kodeon has substantially performed in terms of its obligations under this agreement.
7.2 While Kodeon will use reasonable endeavours to provide disaster recovery if requested, Kodeon cannot specify any recovery time, nor shall Kodeon be reliable for any loss or damage of whatever nature incurred or suffered by the client from any cause whatsoever as a result of Kodeon’s failure to provide, or delay in providing, or providing partial, disaster recovery. The client is therefore advised to make backups of all its data. Nothing contained in this paragraph however should be construed as a representation by Kodeon that any backups of data implemented by client will be successful or will in any way avoid disaster.
8. ASSIGNMENT OF PROJECTS
8.1 Kodeon reserves the right to assign subcontractors to any Project to insure that the terms of this agreement are met. Client agrees to the use of 3rd party or open source technologies or frameworks for this project by Kodeon without prior written or verbal consent by Client.
10. CONFIDENTIALITY
10.1 The parties acknowledge that in connection with these terms and conditions, either party may receive certain confidential or proprietary technical and business information and materials from the other party, including all artwork, concepts, sketches, visual presentations or other preliminary designs and documents. Both parties, their agents and employees shall hold and maintain in strict confidence all confidential confirmation and shall not disclose this information to any third party, nor shall they use any confidential information except as may be necessary to perform obligations in terms of the agreement, except as may be required by a court or other such competent authority. Notwithstanding the aforegoing, confidential information shall not include any information that is in the public domain or becomes publically known through no fault of the receiving partner, or as otherwise property received from a third party without an obligation of confidentiality.
11. TERM OF THE AGREEMENT
11.1 The agreement by the client to be bound by these terms and conditions shall commence on the date of acceptance of the quote and shall remain effective until the project is complete and delivered or the project is cancelled.
11.2 The project may be terminated at any time by either party on 30 days written notice, or the mutual agreement of the parties.
11.3 In the event that the project is cancelled before the completion thereof, Kodeon shall be entitled to receive payment based on a pro rata portion of the work already done on the project. This will be measured by actual hours spent on the project which may differ from the hours quoted.
11.4 Either party may cancel the agreement on 10 days written notice to the other party (“The defaulting party”), should the defaulting party not rectify their breach within 10 days of written notice calling on it to do so.
11.5 On expiration or termination, as the case may be of the project;
11.5.1. Each party shall return or, at the disclosing party’s request, display any confidential information of the other party given to it, and
11.5.2. Other than provided for herein, all rights and obligations of the parties to the project, shall remain intact.
12. GOVERNING LAW
12.1 These terms and conditions shall be governed by and interpreted with the laws of the Republic of South Africa.
2023 – House of Yireh Pty Ltd