The Dotted Line

OONIE’S TERMS OF SERVICE

You                                           (the “Client”) located in Cape Town is hiring Lindsay Campbell (t/a Oonie, hereinafter referred to as “Oonie”) located at 8 Cavan Road, Wynberg, Cape Town to perform certain website, brand development or design services (the “Services”) as indicated.

What do both parties agree to do?

The Client has the authority to enter into this contract on behalf of yourself, your company or your organisation. The Client agrees to pay for Oonie’s Services and provide all information and other material required to complete the project. The information and material will be provided in the time frames and format required by Oonie. The Client shall review Oonie’s work, provide feedback and approval in a timely manner. The Client will be bound to an agreed upon deadline and the agreed payment schedule.

Oonie has the experience and ability to perform the Services it has agreed to, and to deliver them to the Client in a professional and timely manner. Oonie shall endeavour to work within the timeframe deadlines.

Services

Please confirm the following Services to be provided by Oonie. Additional terms and conditions shall apply for each of these services and are hereby incorporated by reference available at Oonie’s offices.

  • Web design
  • SEO services
  • Photography
  • AdWords management
  • Facebook advertising management
  • Graphic Design
  • Domain Registration
  • Hosting
  • Online Marketing
  • Social Media Management

Fees

All fees for the Services shall be specified in the fee estimate (the “Estimate”) to the Client provided by Oonie.

Timeframes

Timeframes for completion of projects to be agreed upon between Oonie and the Client. Oonie is not held liable to meet an initially agreed timeframe if delays are caused by the client (delay in content or feedback).

Copyrights

The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Oonie for inclusion on the website, advertising campaign or other projects are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Oonie and its subcontractors from any liability or suit arising from the use of such elements.

When the Client’s final payment has cleared, copyright will be automatically assigned as follows:

  • The Client shall own the visual elements that Oonie creates for a project. Oonie shall provide source files and finished files and the Client should keep them somewhere safe as Oonie is not required to keep a copy. The Client owns all elements of text, images and data you provided, unless someone else owns them.
  • Oonie shall own the unique combination of these elements that constitutes a complete design and Oonie shall license its use to you, exclusively and in perpetuity for this project only, unless both parties agree otherwise.

Displaying Oonie’s work

Oonie reserves the right to display all aspects of its creative work, including sketches, work-in-progress designs and the completed project on its portfolio and in articles on websites, in magazine articles and in books for promotional purposes.

Payment schedule

The Client agrees to the following payment schedule:

  • Invoices are issued electronically.
  • Oonie requires settlement of invoice within 15 days from the date of invoice
  • Oonie requires a 25% deposit upfront and before any work commences unless otherwise specified for the particular service.
  • All proposals are quoted in Rands and payments will be made at the equivalent conversion rate at the date the transfer is made.
  • The Client agrees to pay all charges associated with international transfers of funds.
  • The appropriate bank account details will be printed on Oonie’s electronic invoice.
  • Oonie reserves the right to charge interest on all overdue debts at the rate of 2% per month or part of a month.
  • Oonie is not a registered VAT vendor and therefore no VAT will be charged on the fees for Services.

Changes and revisions

The estimated price for the Services at the beginning of this contract is based on the initial Client consultation and the Client’s requirements. If the Client would like to amend or alter the Services or specific requirements, Oonie shall provide the Client with a separate estimate for the additional Services and time required.

Our standard T&Cs are hereby incorporated by reference and available at Oonie’s offices.

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OONIE’S STANDARD T&C’s

Force Majeure act of God

Delivery estimates are made by Oonie in good faith, but in the event of an Act of God or circumstances beyond the reasonable control of Oonie, the Client shall have no claim for damages consequential or otherwise against Oonie because of the late or non-delivery of the Services. Whilst every effort shall be made by Oonie to carry out the terms of the contract, it shall not be liable for any loss or damage sustained by virtue of the non-fulfilment thereof as a result of inability to secure labour, materials or supplies, or as a result of any war, Act of God, strike, lockout, electricity blackout, or the like, or through any other cause beyond Oonie’s control.

Limitation of Liability

Oonie is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to Services provided.

The Client hereby indemnified and holds harmless Oonie from any liability, loss or claim arising from the provision of the Services by Oonie including the provision of services and products on the Client’s website.

Dispute Resolution

Any disputes in excess of the maximum limit for the Small Claims Court arising out of this agreement shall be submitted to binding arbitration before an arbitrator pursuant to the rules of the South African Arbitration Association. The Arbitrator’s award shall be final and judgment may be entered in any court having jurisdiction thereof. The provision of arbitration shall not preclude any party from approaching a court of competent jurisdiction on an urgency basis for any necessary interdict and/or ancillary relief pending determination if the dispute by arbitration.

General Terms

  • Oonie can’t guarantee that its work will be error-free and so we can’t be liable to the Client or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages.
  • If provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
  • This contract cannot be amended or assigned without both parties written permission.
  • The contract stays in place and need not be renewed.
  • This contract shall be governed by the laws of the Republic of South Africa and subject to the exclusive jurisdiction of the South African Courts.

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Website Design Terms and Conditions

Design

Oonie creates look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. Oonie will create a maximum of three static mock-ups to present to the Client.  The Client will need to choose one that Oonie will make a further three changes to depending on the discussion with the Client.  These visuals are made to indicate a creative direction (colour, texture and typography) called ‘atmosphere.’

The Client shall have plenty of opportunities to review Oonie’s work and provide feedback. Oonie shall either share a Dropbox folder or email them to the Client and shall be in contact with the Client on a regular basis.  The Client agrees to pay a 25% deposit and work will only commence once this has cleared Oonie’s bank account. If, at any stage, the Client is not happy with the direction of the work, the Client shall pay Oonie in full for everything it has produced up until the termination point and cancel this contract.

Text content

Oonie is not responsible for writing the text or providing content for the Client’s website. Oonie does however provide professional copywriting, editing and photography services, which can be selected by the Client by the process of a separate fee estimate.

Content must be provided by the Client in a Microsoft Word.doc or Facebook or .RTF format via a flash drive or email attachment.

Additional web pages requested over and above the amount stated on the quotation will be charged an additional amount per page.

Graphics and photographs

The Client should supply graphic files in an editable, vector digital format (we accept .jpg, .png, .psd, .ai, .eps and .pdf). The Client should supply photographs in a high resolution digital format. If the Client chooses to buy stock photographs, Oonie can suggest stock libraries. If the Client would like Oonie to search for photographs for you, Oonie generally charge R50/image but prices are subject to the exchange rate.

HTML, CSS and JavaScript

Oonie delivers web page types developed from HTML mark-up, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.

Browser testing

Browser testing does not mean attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device. We will do this for 5 different screen sizes, namely 320×480, 768×1024, 800×1280, 980×1280 and 1280×600.  Please note that unless agreed otherwise our mobile designs will be responsive, not adaptive. Adaptive design can be quoted for separately.

  • Responsive design: elements on a website merely shift around, but are essentially the same.
  • Adaptive design: elements on a website change and/or take on different properties between screen sizes.

The Client agrees that after the handover of files, any updated software versions of the main browsers, domain name setup changes or hosting setup changes thereafter, may affect the functionality and display of the website. As such, Oonie reserves the right to quote for any work involved in changing the website design or website code for it to work with the updated browser software, domain name or hosting changes.

Desktop browser testing

Oonie tests it works in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge) and Mozilla Firefox. Oonie shall also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. Oonie will not test in other older browsers unless we agreed with the Client. If the Client requires an enhanced design for an older browser, Oonie can provide a separate fee estimate for that.

Mobile browser testing

Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. Oonie tests its designs in:

iOS 9: Safari, Google Chrome Android: Google Chrome on Android Emulator

Oonie will not test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless the parties agreed separately. If the Client requires Oonie to test using these, Oonie can provide a separate estimate for that.

Changes and revisions

Once a website is ready, Oonie will send it to the Client for review. Any big functionally additions or changes at this point may come at an extra cost to the initial invoice.

Oonie will then implement the Client’s changes, and send it to the Client again for review, then take the website live. Once the website is live, Oonie will give the Client one week for a last list of changes – any big functionally additions or changes at this point may come at an extra cost to the initial invoice. After this week has run its course, and Oonie has fixed the snags, an hourly rate will begin applying for any further changes to the website, unless otherwise agreed.

Hosting Service

Oonie offers website hosting.  Oonie includes purchasing the URL and setting up email as part of our hosting package.  If the Client is not an experienced internet user, the Client is encouraged to use the services of Oonie to secure and maintain this account. Oonie will set the Client’s website to do its software updates automatically.

The Client hereby authorises Oonie to access this account and authorises the Website Hosting Service Provider to provide Oonie with “write permission” for the Clients web page directory, cgi-bin directory , and any other directories or programs which need to be accessed for the project. The Client also authorises Oonie to publicize their completed website to Oonie’s web search engines, as well as other web directories and indexes, should it so deem.

Domain Name Registration

Oonie will secure a domain name for the client at the Client’s request. All charges incurred will be billed to the Client as an addition to the base price in the Estimate. These are fees charged by an external service provider and are not a source of income for Oonie.

If the Client already owns a domain name, which is authorised to move to the ISP, Oonie will coordinate redirecting the address to the new host. Should the Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by the Client.

The Client shall take all responsibility for the use of third party domain name, hosting and email services and hereby agrees to indemnify and hold Oonie from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services. Any support or payment due relating to the domain name, hosting and email services are to be made directly between the Client and the third party service (unless otherwise stated).

The Client agrees to pass on FTP details, Client Panel, and any other access details relating to their domain name and hosting account which Oonie requires to upload the website, if required as part of a project.

Oonie reserves the right to refuse to work with domain names or hosting or email services.

Search engine optimisation (SEO)

Oonie cannot guarantee improvements to the Client’s website’s search engine ranking through a website redesign.  The web pages that Oonie develops will be accessible to search engines.  If the Client requires improvements its website’s ranking, Oonie does offer separate SEO and AdWords services.

Maintenance

The Client can negotiate different maintenance options with Oonie according to the Client’s needs. The Client may pay a “flat” retainer fee at a fixed monthly rate for specific amendments regardless of whether the time is used or not. Or the Client may enter into an “ad hoc” maintenance arrangement with Oonie for specific changes requested by the Client.

Any maintenance options shall exclude additional functionality added to the website for example galleries, calendars, forums, polls, etc. Any web site or web page redesigns, graphic designs (banners, advertisements etc.) are also excluded from the maintenance work. Should the Client or any third party attempt to update the website and damage the design or impair the ability for the web pages to display or function properly, time to the web pages will be assessed at the hourly rate and is not include in part of the updating time.

Training

Oonie will provide both e-mail and telephonic support to the Client’s designated representatives regarding management of the Client’s website for period of 1 month (30 days) upon completion of the website development. Any further support required will incur a change. Training is not automatically included in any website estimate, and must be asked and charged for separately on a per hour basis/rate. Assistance with problems +1 week after a website has been launched will be charged for hourly.

Liability and Warranty Disclaimer

Oonie provides the website and the contents thereof on an “as is” basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. Oonie cannot guarantee the functionality or operations of its website or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

On handover of the website from Oonie to the Client, the Client shall assume entire responsibility in ensuring that the website and files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, Oonie cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error free. If after handover of files errors are found in code the developer has created, domain name setup and hosting setup are the same as when work began, then Oonie can correct these errors for the Client at its own discretion, but will not be held liable for these errors.

Oonie may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislations, software releases and web standards. Oonie reserves the right to quote for any updates as separate work. The Client agrees that Oonie is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold Oonie harmless from any demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

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Search Engine Optimization (SEO) 

Oonie will provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) as described in these terms and conditions. Oonie will use specific keywords phrases to improve the search engine ranking of, and/or position the contents of the Client’s website. Oonie‘s SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.

1. SEO Fees
The SEO services must be engaged for a minimum of 6 months. Fees will be paid on a monthly basis at the start of each month.

 

2. Oonie‘s SEO Services will include (but are not limited to):

  • Researching keywords and phrases to select appropriate, relevant search terms (up to 10 phrases).
  • Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary. Posts, products and categories of posts and products to be agreed upon between Oonie and the Client.
  • Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
  • Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.
  • Create traffic and ranking reports for the Client’s website and any associated pages showing rankings in the major search engines.

 

3.For the purposes of receiving professional SEO services, the Client agrees to provide the following:

  • Administrative/backend access to the website for analysis of content and structure.
  • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
  • Unlimited access to existing website traffic statistics for analysis and tracking purposes.
  • Authorization to use the Client’s pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Oonie for search engine optimization purposes.
  • If the Client’s site is lacking in textual content, the Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Oonie can create site content at additional cost to the Client. The Client must advise Oonie if it is interested in purchasing content from Oonie and Oonie will provide the client with a fee estimate for this additional service.

 

4.Client must acknowledge the following with respect to SEO services:

  • All fees are non-refundable.
  • All fees, services, documents, recommendations, and reports are confidential.
  • Oonie has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
  • Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Oonie does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. However, if Oonie fails to have 10 keywords within top 20 search results after six months of services, Oonie will continue SEO services at no added cost to the Client until such a goal is met.
  • Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” Oonie assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
  • Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Oonie will re-optimize the website/page based on the current policies of the search engine in question.
  • Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. Oonie can offer a list of expedited listing services upon request.
  • Linking to “bad neighbourhoods” or getting links from “link farms” can seriously damage all SEO efforts. Oonie does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

 

5.Oonie is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

 

6.Oonie is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content.

 

7. Notwithstanding any other provision of this Agreement, Oonie’s obligation to provide free SEO services shall cease in the event the Client’s conduct overwrites the SEO services provided. For example, if the Client’s webmaster uploads content without consulting Oonie, then Oonie’s obligation to provide SEO services for free shall terminate.

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ADWORDS MANAGEMENT TERMS AND CONDITIONS

Services provided

Oonie will use all reasonable endeavours to ensure that the Client’s online advertising receives the most favourable pay-per-click (“PPC”) performance results on the relevant marketing platforms (“PPC Platforms”) agreed to by Oonie and the Client from time to time, according to the Client’s objectives and budget.

The Client shall provide Oonie with all relevant information requested to ensure that Oonie is able to achieve the desired exposure on the PPC Platforms.

 

AdWord Services Fees

The Client shall pay Oonie the following fees:

  • A set-up fee to activate the campaign AND
  • A fixed monthly fee based on the Client’s advertising budget for AdWords. The monthly fee shall be specified in the Estimate.

The fees shall exclude the cost of advertising itself (payable to the PPC Platforms).

In the event that the Client’s advertising poses unique or excessive demands in terms of account management, Oonie reserves the right to vary its professional fee to account for unanticipated work.  In this instance, the fee shall be agreed to by both Oonie and the Client in writing in advance.

 

Advertising funds transfer

The Client undertakes to co-operate with Oonie in transferring advertising funds on a monthly basis (according to its specified budget) directly to the PPC Platforms (using the payment method of its preference) or alternatively to enable Oonie to make such payments on its behalf to fund advertising managed by Oonie which payments shall be made in advance of any advertising.

 

Service Stipulations

The Client shall subscribe to the PPC Platforms’ terms and conditions for the use of the online advertising. The Client shall indemnify Oonie against any loss, expense, cost, consequences or financial loss for use of the third-party advertising platform.

The Client acknowledges that the very nature of the internet and online advertising lends itself to unpredictable and uncontrollable responses to advertising posts that cannot be withdrawn or removed. Oonie will use best practices at all times and will act in the best interests of the Client but Oonie cannot guarantee specific or desired results in all instances.

 

Termination

The Client or Oonie may cancel this agreement on no fewer than 3 working days’ notice, prior to the commencement of the following operational month.

In the event that the Client cancels the agreement at any stage within 6 months of commencement, the Client authorises Oonie to restore its Pay-Per-Click account back to its original position before the AdWords campaign and to ensure that Oonie retains the necessary access to do so.

In the event that the Client desires that its account structures be retained after cancellation or in the event that Oonie’s access is removed by the Client on termination before the restoral of the Client to its original position, the Client shall be liable for 3 months’ management fee (based on the average management fee for the preceding months), to be paid within 14 working days of the cancellation date.

 

Exclusion of liability

Oonie shall not be held liable for any loss, damage, cost or expense should the Client interact with the Adwords campaign in any form or fashion during Oonie’s management process.

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FACEBOOK ADVERTISING TERMS AND CONDITIONS

 

Services provided

Oonie will use all reasonable endeavors to ensure that customer’s online advertising receives the most favorable placing on Facebook or other major social media platforms identified and agreed to by Oonie and the Client according to the customer’s objectives and budget.

The Client shall provide Oonie with all relevant information requested to ensure that the Client is able to achieve the desired exposure on the relevant search engine.

 

Administrative Access

Oonie may require that the Client authorize and provide to Oonie administrative access to accomplish the fulfillment and functionality of the services. Depending upon the services as specified in your fee estimate, the Client agrees to the following (as applicable):

  • Authorize Oonie to create and manage Facebook user profiles on your behalf.
  • Authorize Oonie to create and manage local business pages, brand/product/ organization pages, artist/band/public figure pages, and other Facebook “Fan”, “Like”, “Official” pages, community pages and any variations of such pages on your behalf.
  • Authorize Oonie to create Facebook social groups, on your behalf.
  • Agree to grant Oonie staff administrative access to local business pages, brand/product/organization pages, artist/band/public figure pages, and other Facebook “Fan”, “Like”, “Official” pages, community pages and any variations of such pages, as needed by Oonie to provide services to promote your business.
  • Agree to grant administrative access to Oonie employees and sub-contractors when necessary and requested by Oonie in writing. You acknowledge that failure to do so will interfere with Oonie’s ability to deliver your services. Oonie will not be held liable for non-delivery of services due to insufficient account access privileges.
  • Agree to accept all offered administrative privileges related to the services, within 5 days of Oonie notifying you of privileges availability. If you fail to accept administrative privileges within 5 days of notification of their availability, Oonie may take any action deemed prudent by its officers, including but not limited to deleting, maintaining, refusing to maintain, or taking any other action regarding all services.

 

Facebook Advertising Services Fees

The Client shall pay Oonie the following fees:

  • A set-up free to activate the campaign AND
  • A fixed monthly fee based on the Client’s advertising budget with Facebook. The monthly fee shall be specified in the Estimate.

The fees shall exclude the cost of advertising itself (payable by the Client to Facebook).

In the event that the Client’s advertising poses unique or excessive demands in terms of account management, Oonie reserves the right to vary its professional fee to account for unanticipated work.  In this instance, the fee shall be agreed to by both Oonie and the Client in writing in advance.

 

Advertising funds transfer

The Client undertakes to co-operate with Oonie in transferring advertising funds on a monthly basis (according to its specified budget) directly to Facebook (using the payment method of its preference) or alternatively to enable Oonie to make such payments on its behalf to fund the advertising managed by Oonie.  Oonie will only begin the project once there is a payment in your Facebook account.

 

Service Stipulations

The Client shall subscribe to the Facebook terms and conditions for the use for the online advertising. The Client shall indemnify Oonie against any loss, expense, cost, consequences or financial loss for use of the Facebook advertising platform.

The Client acknowledges that the very nature of social media lends itself to unpredictable and uncontrollable responses to our Engagement Posts that cannot be withdrawn or removed. Oonie will use best practices at all times and will at all times act in the best interests of the Client, but Oonie cannot guarantee specific or desired results in all instances.

 

Termination

In the event that the Client desires that its account structures be retained after cancellation or in the event that Oonie’s access is removed by the Client on termination before the restoral of the Client to its original position, the Client shall be liable for 3 months management fee (based on the average management fee for the preceding months), to be paid within 14 working days of the cancellation date.

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