CONDITIONS
Term and Conditions
These terms and conditions (“Terms”) govern all Projects and Outputs delivered or executed by Billie and Code (Pty) Limited (Registration Number 2020/631141/07) (“B&Co”). Similarly, the access and use of B&Co’s website will be governed by these Terms as well.
These Terms shall take precedence over any other terms and conditions which may form part of your documentation, unless agreed to in writing and signed by both Parties.
1. DEFINITIONS:
Unless inconsistent with the context, the expressions set forth below shall bear the following meanings:
1.1. “Acceptance/Accepted/Accept” means the acceptance of any interim or Final Output submitted to you by B&Co. Acceptance must be communicated in writing to B&Co within 24 hours. Failure to Revert or Accept within the 24-hour period will result in B&Co deprioritizing the project and its outputs until written acceptance is received by B&Co;
1.2. “Cost Estimate / CE” means the accepted calculation of the cost and deliverables of the Project;
1.3. “Data Protection Legislation” means the laws relating to data protection in South Africa, including, but not limited to, the Electronic Communication and Transactions Act 25 of 2002 (ECTA), the Consumer Protection Act (CPA) 68 of 2008 and the Protection of Personal Information Act (POPI);
1.4. “Digital Realm” means the region, sphere, platform or domain within which the content delivered by B&Co may be visible to current, past or prospective customers or any other third party;
1.5. “Intellectual Property” shall include, without limitation, any know-how, patent, copyright, registered design, trademark or other industrial or intellectual property rights, whether registered or not and whether or not capable of being registered;
1.6. “B&Co” means Billie and Code (Pty) Limited, registration number: 2020/631141/07
1.7. “B&Co’s Pre-Existing Intellectual Property” means all Intellectual Property owned by B&Co including any improvements, enhancements, modifications or knowledge developed while performing the Services and producing the Output for you and in any working papers and presentations compiled in connection with the Services but shall not extend to your Personal Information reflected in such working papers;
1.8. “Open Files/Production Files” means the files containing all information and building blocks of the finalised work/output/deliverables;
1.9. “Output” means the interim and/or final Services or Project deliverables delivered to you by B&Co for Acceptance or Revert;
1.10. “Parties” means B&Co and you as the Party engaging with B&Co for purposes of receiving Services from B&Co and Party shall mean either one;
1.11. “Personal Data” means all personal data for which you are the responsible party (where, for the purposes of this definition, “Personal Data” and “responsible party” have the meanings given to them by POPI) to which B&Co have been given access or which is generated by or on your behalf, including, inter alia-
1.11.1. Race, sex, gender, sexual orientation, pregnancy, marital status, nationality, ethnic or social origin, colour, age, physical or mental health, well-being, disability, religion, conscience, belief, cultural affiliation, language and birth;
1.11.2. Education, medical, financial, criminal or employment history;
1.11.3. Names, identity number and/or any other personal identifier, including any number(s), which may uniquely identify a data subject, account or client number, password, pin code, customer or data subject code or number, numeric, alpha, or alphanumeric or configuration of any nature, symbol, e-mail address, domain name or IP address, physical address, cellular phone number, telephone number or other assignment;
1.11.4. Blood type, fingerprint or any other biometric information;
1.11.5. Personal opinions, views or preferences;
1.11.6. Correspondence that is implicitly or expressly of a personal, private or confidential nature (or further correspondence that would reveal the contents of the original correspondence); and
1.11.7. Corporate structure, composition and business operations (in circumstances where the data subject is a juristic person) irrespective of whether such information is in the public domain or not;
1.12. “POPI” means the Protection of Personal Information Act, No. 4 of 2013;
1.13. “Processing” means the collection, receipt, recording, organisation, collation, storage, updating or modification, testing of, retrieval, alteration, consultation or use;
1.13.1. dissemination by means of transmission, distribution or making available in any other form by electronic communications or other means; or
1.13.2. merging, linking, blocking, degradation, erasure or destruction; and “Process” has a corresponding meaning.
1.14. “Project” means the scope / piece of work / services / plan which B&Co will deliver to you and what you will pay B&Co for (more fully described in the CE);
1.15. “Project Commencement Date” means the mutually agreed date on which the planning / pre-production of the Project will commence;
1.16. “Revert” means feedback given to B&Co on an interim or final Output presented, where you require changes and/or amendments. All reverts must be submitted to B&Co within 24 hours of B&Co having submitted the Output to you.
1.17. “Scope of Work / Project Scope” means the document signed by both Parties containing any milestones, reports, deliverables, timelines and end products that are to be provided by B&Co, as well as any work delivered.
1.18. “Services” means web design, social media, google Adwords, web hosting.
1.19. “Website” means the website of B&Co at https://www.billieandcode.co.za/
2. APPOINTMENT AND DURATION:
You shall be bound by these Terms the moment you engage with B&Co or access B&Co’s website and will terminate once B&Co has delivered the Services to you, or you have paid for such Services in full or the Terms are terminated in line with Clause 7 below.
3. SERVICES:
3.1. B&Co will deliver the Services to you as agreed by both Parties in the Scope of work and / or the CE;
3.2. In the event that B&Co agrees to extended use of the final Output as aforesaid, a new CE must be signed detailing the costs and other terms relevant to the agreed extended use of the final Output. No extended use of any final Output will be allowed prior to a signed and accepted CE as well as performance in accordance with that CE;
3.3. B&Co will provide interim Output at agreed intervals in terms of which you will be required to Accept or Revert on the interim stages of the Project;
3.4. You are required to Revert to B&Co within 24 (twenty-four) hours of B&Co having sent the interim Output, in order for the Project to continue as agreed in the CE and not be delayed.
3.5. Should you wish to Revert on the Output, you are required to set out your requested changes and comments in writing, within the time frame referred to above, and submit to B&Co for review.
3.6. Should B&Co believe, in its sole discretion, that your Revert amounts to a change of scope or differs from the agreed deliverables contained in the CE, you will required to follow the amendment process set out in clause 5 below.
3.7. Should B&Co accept that the Revert is in line with the scope of the CE, B&Co will make the required amendments and resubmit the interim Output to you for Acceptance.
3.8. Should you fail to Accept or Revert to B&Co within the period set out in clause 3.5 above, B&Co will deprioritize the project and its outputs until written acceptance is received by B&Co.
4. PAYMENT TERMS:
4.1. B&Co will provide you with a CE which will be valid for 10 (ten) calendar days;
4.2. Once the CE has been accepted by you, depending on the Project, you may be required to:
4.2.1. Make a payment of a deposit of 50% of the amount reflected in the CE must be paid to B&Co within 48 (forty-eight) hours of acceptance of the CE; and
4.2.2. The remaining payment amount reflected in the CE shall be paid by you within 48 (forty-eight) hours of acceptance of the second and final deliverables.
4.3. Where a CE has not been provided, payment of any invoice submitted by B&Co must be paid in full within 30 (thirty) days of receipt thereof.
4.4. Where you require a Purchase Order number to be issued prior to making payment of any invoice, same should be provided within 5 (five) days of request by B&Co.
4.5. B&Co fees shall escalate at a rate determined by B&Co on 1 January each year;
4.6. Should any fees not be paid on the due date for payment, B&Co will not release or share any Output. All fees must be paid in full to B&Co before it will release or share any Output. B&Co will suspend the delivery of the Services for the period the fees remain unpaid;
4.7. Interest on any overdue payments shall be charged at a rate of 2% per month.
4.8. You agree to pay all the costs (including legal fees) that B&Co may incur when recovering any unpaid fees from you.
4.9. Payment on all disbursements, expenses and any third-party invoices for, amongst others, composers, models and venues will be allocated in a separate CE. You will be required to carry charges of forward cover on these disbursements, where appropriate, from the date of the CE.
4.10. With regard to payment of the invoices in respect of Services delivered by B&Co, payment must be made in Rands at the spot rate (meaning the price based on the rand conversion on the date of payment).
5. AMENDMENTS TO THE PROJECT SCOPE:
5.1. Any proposed amendments to the Project Scope shall be made in writing.
5.2. A meeting between the Parties shall be held to discuss the proposed amendments and to ascertain what the Parties wish to achieve by making such amendments.
5.3. B&Co will have internal discussions regarding the feasibility and practicality of the proposed amendments, the cost and date of delivery impact and whether it will be possible for B&Co to effect the amendments.
5.4. Should B&Co be satisfied that B&Co can effect the amendments, B&Co will draft a new CE for you to accept and sign.
5.5. Should B&Co not be satisfied that B&Co can effect the amendments, B&Co will inform you in writing and will continue with the work as quoted in the original CE.
5.6. Should you not be satisfied with B&Co’s decision and decide to cancel these Terms, immediate payment of the cancellation terms as set out in clause 7 shall become due and payable.
6. BREACH:
6.1. Should either Party breach any clause in these Terms the affected Party shall be able to give the Party who is in breach notice in writing to rectify the breach within 14 (fourteen) days from date of the notice.
6.2. Should B&Co fail to rectify the breach within 14 (fourteen) days you will be able to claim specific performance from B&Co.
6.3. Should you fail to rectify the breach within 14 (fourteen) days, B&Co will be able to cancel these Terms or claim specific performance from you.
6.4. Both Parties shall be allowed to claim damages in addition to claiming specific performance from the other Party.
7. TERMINATION:
7.1. Both Parties shall be entitled to cancel these Terms at any time prior to the Project Commencement date, free of penalty, provided such notice of cancellation is received by no later than 30 (thirty) days prior to the Project Commencement Date,
7.2. B&Co reserves the right to charge a cancellation fee to cover any costs which B&Co may incur due to you canceling these Terms should you cancel at any time after the period set out in clause 7.1 above. The cancellation fees are applicable as follows:
7.2.1. Should you cancel these Terms within five days of the Project Commencement Date but no later than 48 (forty-eight) hours prior the Project Commencement Date, you will be liable for 50% of the costs set out in the CE;
7.2.2. Should you cancel the Terms at any time after the period set out in clause 7.2.1 above you be liable for 100% of the costs set out in the CE.
8. INSURANCE:
8.1. B&Co will take out the necessary public liability insurance to cover production of the Project, where required. These costs will be reflected in the CE and are for your account.
8.2. B&Co will not insure you or any third-party in any manner over and above the public liability insurance referred to in clause 8.1 above, you are required to ensure that you have adequate insurance to cover any liability that may arise from the Project.
9. CONFIDENTIALITY:
9.1. Both Parties agree that B&Co will, at all times, treat all information in connection with and / or relating to the other Party, its business and all matter incidental thereto (the “Confidential Information”) as strictly confidential and shall not, without written consent (which consent will not be unreasonably withheld) from the other Party disclose such Confidential Information to any other person and / or make use of such Confidential Information for any purpose other than in connection with the rendering of the Services.
10. INTELLECTUAL PROPERTY RIGHTS:
10.1. Subject to the remaining provisions of this clause 10, all Intellectual Property owned by either Party (whether before or after the Effective Date) shall remain the sole and exclusive property of that Party.
10.2. All content on B&Co’s website (unless explicitly stated), any content created for you, work delivered to you, including but not limited to, raw/captured footage, ideas and execution, strategy, graphics, images, clips, digital downloads, and software, is our property or licensed to us whether registered or not. B&Co specifically reserves all rights relating to such content.
10.3. The trade-mark, copyright or other Intellectual Property rights in the Outputs created by B&Co for you (with the exception of B&Co’s Pre-Existing Intellectual Property included therein or any improvements made in respect thereof) will vest in, and be assigned to you, upon full and final payment of all of B&Co’s fees, third party costs and associated fees, duly payable in terms of clause 4, unless otherwise agreed in writing. It is, however, specifically noted that this excludes all third-party rights, which by their nature cannot be fully assigned to you. These include but are not limited to model and music rights where the rights only relate to a specific territory, medium and/or duration.
10.4. If you use the trade mark, copyright or other Intellectual Property rights for any other purpose other than that that has been acquired by B&Co, then B&Co will not be held liable.
10.5. Any content or ideas prepared by B&Co for you, may only be utilised in conjunction with B&Co. For the sake of clarity, you may not circumvent B&Co and approach a third party with the concepts and ideas created by B&Co, with the intention of that third party utilizing such content and ideas in any development, to the exclusion of B&Co.
10.6. “B&Co” and other marks indicated on B&Co’s website are B&Co’s trademarks. These and other graphics, logos, page headers, button icons, scripts, product and service names are our copyrights and/or trademarks belonging to us, whether registered or not (this means any recognisable sign, design, or expression which distinguishes any products or any characteristic of appearance of products or services of B&Co from those of others, belongs to us).
10.7. B&Co’s trademarks and/or copyrights may not be used with any other product or service without B&Co’s prior written consent.
10.8. B&Co’s trademarks and/or copyrights may not be used in any way that may cause confusion, or in in a way that prejudices or discredits B&Co.
10.9. All other trademarks and/or copyrights not owned by B&Co that appear on B&Co’s website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by B&Co.
11. LIABILITY:
11.1. B&Co disclaims all warranties of any kind, whether express or implied in respect of the Services and you use such Services at your own risk.
11.2. You understand and agree that B&Co will not be able to guarantee a specific set of results and there is accordingly no warranty as to fitness for purpose.
11.3. B&Co will not be liable for any loss or damages arising, whatever the cause, in accordance with these Terms.
11.4. Should B&Co be found to be liable to you for a particular act or omission then B&Co’s liability will be limited to fees already paid by you on the Project forming the subject of the dispute.
12. INDEMNITY:
12.1. You hereby indemnify B&Co from any loss, damage (either general, special or consequential), liability, claim, expense, costs or demand which may arise due to your unlawful conduct, willful misconduct and / or gross negligence.
12.2. You indemnify and will keep B&Co indemnified against any claim for infringement of intellectual property rights regarding any information given by you to B&Co and against all costs, expenses and damages B&Co may incur or become liable for because of such infringement.
12.3. B&Co will inform you, in writing, as soon as B&Co have been made aware of any claim being made or action threatened or brought against B&Co and will allow you, at your own expense, to continue with any litigation or negotiations that may follow for a settlement of the claim.
13. THE WEBSITE
13.1. Usage
13.1.1. B&Co Website is the registered property of B&Co.
13.1.2. Any persons accessing and/or using B&Co Website for any reason whatsoever subjects themselves to and agrees to the terms and conditions and privacy policy of B&Co when accessing the Website as set out below.
13.1.3. B&Co expressly reserves the right, in its sole and absolute discretion, to alter and/or amend any criteria or information set out in the Website without prior notice.
13.1.4. Nothing on the Website shall be construed as an offer by B&Co to you, the user, but merely an invitation to do business.
13.1.5. You may send content and other communications to and/or via this Website provided that the content is not illegal, obscene, objectionable, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a communication. B&Co reserves the right to remove or edit such content in its sole discretion.
13.1.6. You hereby represent and warrant that you own or otherwise control all the rights to the content that you post on this Website; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you indemnify B&Co or its affiliates from all and any claims resulting from content you supply to B&Co. B&Co shall not be held responsible or liable for any content posted on B&Co Websites.
13.2. Intellectual Property
13.2.1. All content on the Website (unless explicitly stated), and any work submitted to clients or potential clients, including but not limited to, text, graphics, logos, button icons, images, clips, digital downloads, data compilations, and software, is the property of B&Co or licensed to B&Co and as such, is protected from infringement by domestic and international laws, legislation and treaties. B&Co expressly reserves all rights pertaining to such content.
13.2.2. B&Co and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, an infringement of any intellectual property right, please notify us by e-mail or post at the addresses below:
E-mail: tanya@billieandcode.co.za
13.2.3. All content, trademarks and data on this Website and any work submitted to clients or potential clients, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or are licensed to B&Co, and as such are protected from infringement by domestic and international laws, legislation and treaties.
13.2.4. “B&Co” and other marks indicated on B&Co Website are the trademarks or trade dress of B&Co. These and other B&Co graphics, logos, page headers, button icons, scripts, product and service names are trademarks or trade dress of B&Co.
13.2.5. B&Co trademarks and trade dress may not be used in connection with any product or service without the written consent of B&Co.
13.2.6. B&Co trademarks and trade dress may not be used in any manner that is likely to cause confusion amongst its clients, or in any manner that disparages, prejudices or discredits B&Co.
13.2.7. All other trademarks not owned by B&Co that appear on this Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by B&Co.
13.3. Licenses And Web Site Access
13.3.1. B&Co hereby grants you a limited license to access and make personal use of the Website provided that in making use of the Website you do not download any content, other than for page caching purposes, except where the facility to download is expressly provided or express written consent to do so is otherwise given by B&Co. You are expressly prohibited from modifying any portion of this Website, whether in part or whole, except with the express written consent of B&Co.
13.3.2. This license does not include any right of resale or commercial use of this Website or its contents. For the purposes of this clause 13, any collection and/or use of any listings and/or descriptions; any derivative use of this Website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools for any commercial purpose is expressly prohibited unless stated otherwise.
13.3.3. It is expressly prohibited to frame or utilize framing techniques to enclose and/or mask any trademark, logo, or other proprietary information (including images, text, page layout, or form) of B&Co and/or our affiliates without its express written consent.
13.3.4. It is expressly prohibited to use any meta tags or any other “hidden text” utilizing B&Co’s name or trademarks without the express written consent of B&Co.
13.3.5. Any unauthorized use of this Website, its content or applications terminates the permission or license granted by B&Co. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of B&Co provided the link does not portray B&Co, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner.
13.3.6. You may not use any B&Co logo or other proprietary graphic, trademark, or material as part of the link without express written permission from B&Co.
13.4. Disclosures Required By Section 43 Of The South African Electronic Communications And Transactions Act (ECTA):
13.4.1. The full name and legal status of the website owner is: Billie and Code (Pty) Limited (Registration Number 2020/631141/07).
13.4.2. The full address of the website owner is: https://www.billieandcode.co.za/
13.4.3. Director: Tanya Gomes.
13.5. Disclaimer of Warranties and Limitation of Liability:
Subject to the provisions of sections 43(5) and 43(6) of the ECTA, B&Co shall not be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use this web site or the services or content provided from and through this Website. Furthermore, B&Co makes no representations or warranties, implied or otherwise, that, amongst others, the content and technology available from this Website are free from errors or omissions or that the service will be 100% uninterrupted and error free.
14. PROTECTION OF PERSONAL INFORMATION (“POPI”):
14.1. B&Co will only Process or disclose Personal Data in accordance with applicable laws, in terms of these Terms and in accordance with any written instructions, requirements or specific directions from you.
14.2. B&Co will ensure that all staff members of B&Co and any other persons that has access to your Personal Data are bound by the appropriate legally binding obligations in relation to your Personal Data.
14.3. B&Co will take appropriate, reasonable and technical measures to ensure that the integrity of your Personal Data in possession or under control of B&Co is secure and your Personal Data in possession or under control of B&Co remains available to you as and when you need it.
15. NOTIFICATION OF PERSONAL DATA SECURITY BREACH:
15.1. B&Co will notify you immediately when upon becoming aware that the Personal Data of a data subject has been accessed or acquired by an unauthorised person and take all appropriate steps to limit the compromise of Personal Data and to restore the integrity of the affected information systems as quickly as possible, B&Co will assist you to report all relevant facts relating to the compromise and provide you with details of the Personal Data affected by the compromise.
15.2. If B&Co or any third-party to which the Personal Data has been disclosed pursuant to these Terms, is required by law, regulation or court order, to disclose or process any Personal Data, B&Co will advise you thereof prior to disclosure or Processing.
15.3. B&Co will not transfer Personal Data provided to you outside of South Africa unless you authorise such transfer in writing and B&Co will comply with your express instructions for cross-border transfers of any Personal Data.
15.4. On condition that undertakings provided by B&Co and if content was approved or assumed to have been approved by you and was actually implemented, presented, published and/or communicated by us in such approved format, B&Co will not be liable for any loss or damage of whatsoever nature and howsoever arising, including but not limited to, loss of profit and direct, indirect, incidental, special or consequential loss or damage, whether arising under contract, delict or otherwise, which may be suffered or incurred by you or any third-party as a result of the provision of the Services in terms of these Terms.
15.5. Both Parties undertake to use B&Co’s reasonable endeavours to procure that any of the other person’s data operators (as defined in POPI), agents and contractors comply with the Data Protection Legislation and all other applicable data protection legislation and regulations about the performance of the other person’s obligations and exercise of their rights under these Terms.
15.6. Both Parties undertake-
15.6.1. to treat the Personal Data as confidential information;
15.6.2. not to use or knowingly permit any third-party to use, or have access to, the Personal Data for any purpose other than as is expressly permitted by these Terms;
15.6.3. that B&Co will not use Personal Data held by B&Co pursuant to these Terms for any purpose that is inconsistent with those purposes notified to the relevant data subject (as defined by the Data Protection Legislation) on or before the time of collection of that Personal Data.
16. RETENTION AND DESTRUCTION:
16.1. B&Co will store all Personal Data which it processes for the minimum time periods stipulated by you in writing and shall be required to destroy all Personal Data relating to the data subjects in compliance with the destruction time periods stipulated by you.
17. FORCE MAJEURE:
17.1. If either Party is prevented or restricted from carrying out all or any of their obligations under these Terms because of a strike, lock-out, fire, explosion, flood, riot, war, accident, act of God, embargo, legislation, shortage or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labours government interference (“the event”), the Party who is affected by this event will be relieved of their obligations under these Terms during the time the event carries on and shall not be liable for any delay or failure in the performance of any obligations under these Terms or loss or damage either general, special or consequential which the other Party may suffer due to the event.
17.2. Once the event has ended the Party who is affected by the event must give notice to the other Party that such event has ended. Should the event continue for a period of more than 90 (ninety) days, the other Party will be allowed to immediately cancel these Terms.
18. ASSIGNMENT:
18.1. You will not be allowed to cede, delegate, assign or otherwise transfer all or any of your rights under these Terms unless you written permission from B&Co has been given and such permission shall not be withheld unreasonably.
19. DISPUTES:
19.1. Should a dispute arise that cannot be resolved amongst the Parties, B&Co will allow the directors / owners / authorised parties of both Parties to attempt to resolve the dispute within 14 (fourteen) days of being asked to do so.
19.2. If the directors / owners / authorised parties fail to resolve the dispute, both Parties agree and consent that action can be instituted in the Magistrates Court.
20. SEVERABILITY:
20.1. If any of the clauses or term hereof be found, by a competent court, to be invalid, unenforceable or illegal, the remaining clauses will be deemed to be severable from the unenforceable clauses and will continue in full force and effect unless such invalidity, unenforceability or illegality goes to the root of these Terms.
21. GENERAL:
21.1. Neither Party will be bound by any direct or indirect term, representation or promise that is not recorded in these Terms.
21.2. Any permission or approval that might be given by one Party (the “grantor”) to the other Party (the grantee) will not be seen as a waiver or abandonment of any of the rights of the grantor, who shall not thereby be excluded from exercising any rights against the grantee which may have arisen in the past or which might arise in the future.
21.3. Nothing in these Terms will form a partnership, joint venture, agency or employment between the Parties, and neither Party will be allowed to bind, or contract in the name of the other or to create a liability against the other in any way for any purpose.
ACCEPTANCE OF THESE TERMS BY YOU SHALL BE DEEMED TO HAVE TAKEN PLACE ONCE YOU ACCEPT THE COST ESTIMATE OR BY THE USE OF B&CO’S WEBSITE. EVERY INSTANCE OF THE SERVICES AND USE OF THE WEBSITE SHALL BE SUBJECT TO THE ABOVE TERMS AND CONDITIONS.
Websites payments
We require a 50% deposit to start the project and the remainder payment will be broken down as we build the website.
- If you are interested in a monthly payment plan, please email tanya@billieandcode.co.za for payment plan options.
- Quotations are valid for a period of 14 days. Billie and Code has the right to alter or decline to provide a quotation after the expiry of the 14 days.
- Websites need to be completed within a 3-month period, any websites (due to the client) which are not live within this period will need to pay the full outstanding amount due and an activation fee of 10% of the website’s total value to continue development.
- Invoices will be provided by Billie and Code upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard-copy invoices. Invoices are due upon receipt.
- Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of two percent (2%).
- The payment schedule will work as follows:
1. 50% of projected* project cost due before work begins and to secure your spot on our schedule.
2. 25% of projected project cost on Second draft of the website build
3. 25% of the projected project cost on the final draft before going live with the website.
Billie and Code will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at the date agreed with Client upon Billie and Code receiving initial payment, unless a delay is specifically requested by the Client and agreed by Billie and Code. During the project, Billie and Code will require the Client to provide website content; text, images, movies, and sound files. Websites need to be completed within a 3 month period, any websites (due to the client) that are not live within this period will need to pay the full outstanding amount due and an activation fee of 10% of the website’s total value.
Billie and Code is a small business, to remain efficient we must ensure that the work we have programmed is carried out at the scheduled time. On occasions, we may have to reject offers for other work and inquiries to ensure that your work is completed at the time arranged. This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time, your website deadline will be pushed out.
Projected costs are simply that, projected. Your quote is based on the scope of work at the beginning of the project, as well as the timeline outlined. If you wish to add or change the scope of work, and if the timeline changes due to these changes or additions (or lack of response on your part), these costs will be billed as additional and must be paid before the website launch/final files are sent.
In the event of termination, you shall pay Billie and Code for all services performed through the date of termination in the amount of a prorated portion of the fees due. You will own any completed or partially completed files (not base or working files), and may use them in any way you choose. We retain the right to use anything we’ve created in our portfolio.
For the purposes of receiving professional Web Development services, the Client agrees to provide the following:
1. An email address for the purposes of retaining contact and reporting results.
2. Authorisation to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by B&C for PPC advertising purposes.
Approval on Work
Approval of Web Development works – On completion of any of the web development drafts, the Client will be notified in writing and will have the opportunity to review the drafts. The Client can notify B&C in writing of any unsatisfactory information within 7 days of the notification. Any information not deemed to be unsatisfactory within the 7 days review period will be deemed to be approved.
The Client may cancel services at any point throughout the development process and this will need to be provided in writing to Billie and Code. Once the cancellation has been received all work up to that date will stop and all files will be handed over to the client.
If the Client has chosen to pay the website off over a specified number of months and for any reason, the client does not pay on time, Billie and Code have full right to stop development services immediately. If the Clients Website has already gone live and the client fails to make payment for any reason, the client’s website will be taken down immediately.
Once you have given final approval on the website to go live, Billie and Code will take the website live within 24hours or on a date agreed upon. Billie and Code will NOT take a website live without final approval from the client.
The client agrees to the following with respect to services:
1. The Client’s ongoing use of the services is binding acceptance of these terms and any changes thereto.
2. The Client acknowledges that Billie and Code makes no guarantee that Web Development will provide any increase in sales, business activity, profits or any other type of improvement to the Client’s business.
3. The Client agrees to indemnify and hold harmless B&C, its affiliates, subsidiaries, agents, officers and other partners and its respective employees from and against all damages, liabilities, actions, causes of action, claims, suits, losses, demands, costs and expenses (including without limitation reasonable legal fees, disbursements and court costs) arising from or in connection with the Client’s information, the Client’s use of Billie and Code services.
4. All fees, services, documents, recommendations, and reports are confidential.
5. Billie and Code reserve the right to subcontract any services that are agreed to perform your Web Development services.
FREE Support listed on your quote
Free 1-week support consists of the following:
1. Updates on plugins that are conflicting and causing issues on the website
2. Broken functionality that was built and is consistent to what we have quoted for
3. Mobile responsiveness
4. Website down for maintenance caused by OUR hosting (not applicable if you are hosting with another provider)
5. Our support is to be completed during our working hours. Any after-hour enquires will be charged our after-hour rates.
Expert training:
1. We provide our clients with a detailed How-to guide/walk-through document on the following:
– Adding products
– Editing products
– Adding categories
– Editing categories
– Adding new categories to the menu
– Adding coupon codes
– Products on Sale
2. To get a video guide, an additional fee of R1000 will be added to your quote.
3. If a client requires additional training, we will charge R1000 per hour and a detailed list of requirements will need to be submitted before training is scheduled. These training sessions are via Zoom/Teams/Google meet. Should you require in-person training, our rate is R1000 + R2.50 per km (In Johannesburg & Pretoria ONLY)
After-hour rates are R1000 per hour and we will be invoiced if you proceed.
Working hours:
Monday – Thursday: 8:30 – 16:00
Friday: 8:30 – 15:00
Saturday, Sunday & Public Holiday: Closed
The following terms and conditions apply to all website maintenance services provided by Billie and Code to the Company whom has accepted the quote.
By accepting our quote for website maintenance, you agree to the terms and conditions that are stated in this contract. The retainer fee is a monthly sum paid towards the maintenance and upkeep on the website.
Upon approving Billie and Code as your web developers or partners and paying the initial deposit, all clients are automatically entered into a website maintenance contract for a 3-month period. Thereafter clients may terminate this agreement at any time within 30 days, by written notice.
Website maintenance includes, but is not limited to the following:
- Updates on websites (WordPress, Plugins & Themes)
- Updates on copy/text, pricing and images
- Updating blog posts
- Adding new products and categories
- Removing copy/text and images
- Adding new pages on your existing website
Hours that have not been used within 1 calendar month will roll over to the following month. The roll over on hours will not exceed the 1 calendar month and all hours that surpass these period cannot be exchanged for cash or credit or additional services.
The following items are not included in the maintenance package:
- Adding a shop/e-commerce functionality to an existing website
- Adding paid plugins
- Any high-level development that will require additional coding
- Hosting related issues such as site transfers
Site breakage caused by a third party
If your hours have finished during the calendar month and we are asked to make any amendments to your website, these hours will be charged at an additional fee of R550 ex VAT per hour.
If the Client has logins to the website and the website goes down, crashes, or develops errors of any sort due to work/changes made by anyone other than Billie and Code, you may be charged an additional fee at the rate of R550 ex VAT depending on the severity issue.
Maintenance does not mean we are tracking the website 24/7 and as such, any issues will still need to be reported to the team and we will assist as soon as is possible.
Development issues, if not foreseen pre-development stage or prove to be outside the scope of “regular development issues” may be charged for separately depending on the level of fault and the hours required to re-work or fix.
All clients on maintenance will need to provide FTP and cPanel details as Billie and Code will need run updates on the backend.
A client who is not hosting with us and chooses to host with another company acknowledges that Billie and Code will not be held responsible for any of their server issues, e.g: “downtime” or upgrades.
Please note, if you are NOT hosting with us, the company needs to request a manual back-up of their website. If the company is hosting with us, we store a backup for a maximum of two weeks before being replaced with the latest incremental version. If no manual backup was requested Billie and Code cannot be held liable for loss of data.
SLA AGREEMENT
Business Hours
Billie and Code operates between 08H30 and 16H00 Monday to Friday. Billie and Code agree to be available during these hours for work required.
These times exclude Public Holidays, office closures over the festive season and any and all delays that happen due to personal/business unforeseen circumstances.
Billie and Code commit to responding to company communication within 4hours of initial communication being sent.
This communication is not a commitment to the completion of requested work but rather that client communication has been received and a deadline for completion of work will be provided.
These communications and hours committed to are subject to closures, public holidays, weekends, any and all delays due to personal/business unforeseen circumstances.
Out of Business Hours
These hours are from 17h00 – 07h00 Monday to Friday, all weekends, public holidays and closure over the festive season
Billie and Code commits to being available at all times for urgent work required. This urgent work must be requested with notice and the Clients understanding that any timeframe cannot be guaranteed.
Urgent work is defined as the following:
- Errors
- Crashes
- Downtime (as a result of hosting with us and not an external company)
- All other work forms part of either maintenance or development and shall be quoted/completed during normal business hours
Billie and Code may charge for all out of business hours work at a rate of R1000 per hour under the following circumstances:
- Errors
- Crashes
- Downtime
- Maintenance due to any work carried out on the site by other parties/companies without prior notice
- Errors, crashes, downtime, maintenance due to any work carried out on the site by other parties/companies advised against/alternative options provided by Billie and Code
- Maintenance work urgently required due to client delay during normal business hours
- All out of business hours charges will be communicated upfront with the client and must be agreed to prior to work taking place.
Completion of work
Billie and Code commits to providing reasonable timeframes for all work requested. This includes but is not limited to:
- Development of work & website building
- Maintenance
- Digital strategy development and implementation
- Social Media development
- Social Media Copywriting
Delays
Should Billie and Code experience any delays /errors whilst completing work requested, any adjustments to the timeframe will be communicated well in advance with full details as to what the delay entails and how we are working to mitigate any further disruptions.
Should the Client request any amendments, changes, require more time, delay the work/material owed to Billie and Code, Billie and Code will not be held to the original deadline and this will be extended pending all the necessary information being delivered to us. Any commitment to initial deadlines with delays from the client need to be discussed and agreed to.
External influences/parties’ access
All work completed by external parties must be communicated to Billie and Code well in advance in order to ensure no changes are made to the site which may result in a negative impact, errors, downtime etc on the site.
ALL COMPANIES ACCEPT THESE TERMS ONCE THE COMPANY HAS APPROVED A COST ESTIMATE OR CHOSEN TO PARTNER WITH BILLIE & CODE THROUGH OUR CONTACT FORM ON OUR WEBSITE. EVERY INSTANCE OF OUR SERVICES AND USE OF THE COMPANY/COMPANIES WEBSITE IS SUBJECT TO THE ABOVE TERMS AND CONDITIONS.
Social Media
We charge a management fee for each platform which is provided in the quote sent to the client. We require 100% of the management fee to be paid upfront before any work is done. All social media plans are paid for in advance.
- All ad spend is to be paid directly to each platform. Billie and Code will not be responsible for your ad spend
- Our social media contracts start from 3month to 12months.
- You can not cancel your contract within the first 3months.
- We require a 1-month notice to cancel your contract and all payments need to be paid in full before any termination.
- Quotations are valid for a period of 14 days. Billie and Code has the right to alter or decline to provide a quotation after the expiry of the 14 days.
- The Client hereby appoints the B&C to handle all advertising, communication and related work on social media required for its brand.
- Billie and Code shall provide to the Client services which shall include the following:
a. Setting up social media platforms such as Facebook, Twitter, YouTube, Instagram, LinkedIn etc. where required and not already in place
b. Creating content, engagement as well as ongoing management of these platforms
c. Monitoring social media conversations and responding to the same.
d. Billie and Code working hours are from 8:30am – 4pm Monday – Thursday and 8:30am – 3:30am Friday (closed on public holidays). Management of Social media does not happen over a weekend. - The Client and Billie and Code shall comply with all statutory regulations. This agreement will be subject to the laws of South Africa.
- The Client agrees to pay Retainer Fees against Invoices at the beginning of the month for that particular month. All other Invoices raised on the Client will become payable within 14 days from the date of all such Invoices.
- For the purposes of receiving professional Social Media Management services, the Client agrees to provide the following:
a. Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties, e.g., your web designer, if necessary.
b. Access to the backend of the client’s website for analytic purposes.
c. An email address for the purposes of retaining contact and reporting results.
d. Authorization to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by Billie and Code for social media advertising purposes. - Approval of Social Media Campaign works – On completion of the initial setup of the Client’s Social Media campaign, the Client will be notified in writing and will have the opportunity to review the campaign details. The Client can notify Billie and Code in writing of any unsatisfactory information within 7 days of the notification. Any information not deemed to be unsatisfactory within the 7 days review period will be deemed to be approved.
- The Client may cancel at any point outside of the 3 month contacting and will have to confirm this in writing. Billie and Code will need notice of one (1) calendar month upon cancellation.
- Client agrees to the following with respect to Social Media Management services:
a. The Client’s ongoing use of the services is binding acceptance of these terms and any changes hereto.
b. The Client acknowledges that Billie and Code makes no guarantee that Social Media will provide any increase in sales, business activity, profits or any other type of improvement to the Client’s business.
c. The Client agrees to indemnify and hold harmless B&C, its affiliates, subsidiaries, agents, officers and other partners and its respective employees from and against all damages, liabilities, actions, causes of action, claims, suits, losses, demands, costs and expenses (including without limitation reasonable legal fees, disbursements and court costs) arising from or in connection with the Client’s information, the Client’s use of Billie and Code PPC services.
d. All fees, services, documents, recommendations, and reports are confidential.
e. Billie and Code reserves the right to subcontract any services that are agreed to perform your social media management services.
f. The Client agrees that the Customer’s personal data may be used and retained by Billie and Code for the purposes of –
i. Delivery of Goods and Services.
ii. Marketing of Goods and Services.
iii. Processing of payment instructions. - Billie and Code 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.
- Billie and Code reserve the right to refuse or terminate service. Billie and Code have the right to be free from acts or threatening behaviour, abusive or offensive language. Such communication will not be tolerated. No refund will be provided in case of abusive communications.
- The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Billie and Code for inclusion in the ads or on the website above 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 Billie and Code and its subcontractors from any liability or suit arising from the use of such elements.
- As soon as the client pays the first invoice amount, the client automatically accepts the terms and conditions of service laid out above.
Google Services
- This will be a 3 month contract between Billie and Code and Client. Thereafter this will automatically become a month-month contract.
- Billie and Code will provide the Client with Pay Per Click Advertising Services (hereinafter referred to as “PPC”) as described in this Agreement. Billie and Code will target specific keywords and/or phrases to direct traffic to the Client’s website. By entering into this
agreement, you give us permission to access your Google Adwords account for the purposes of managing and optimizing your online business. This contract is limited to one website. - The Client understands that there are 3 costs involved in undertaking this Google PPC search ad service.
a. Weekly or monthly Agency management fees paid to Billie and Code in advance on a weekly or monthly basis in the amount confirmed in the proposal by way of EFT
b. Monthly search engine advertising spent which will be charged by Google Inc, directly and by automatically debiting your supplied credit card based on a weekly or monthly budget agreed by the Client in writing.
The PPC services will begin when the first payment is received from the Client. All prices listed are in South African Rand.
- For the purposes of receiving professional PPC services, the Client agrees to provide the following:
a. Administrative/backend access to the website for analysis of content and structure.
b. Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties, e.g., your web designer, if necessary.
c. Unlimited access to existing website traffic statistics for analysis and tracking purposes.
d. An email address for the purposes of retaining contact and reporting results.
e. Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Billie and Code for PPC advertising purposes. - Approval of PPC Campaign works – On completion of the initial setup of the Client’s PPC campaign, the Client will be notified in writing and will have the opportunity to review the PPC campaign details. The Client can notify Billie and Code in writing of any
unsatisfactory information within 7 days of the notification. Any information not deemed to be unsatisfactory within the 7 days review period will be deemed to be approved. - The Client may cancel at any point outside of the 3 month contacting and will have to confirm this in writing. Billie and Code will need notice of one (1) calendar month upon cancellation.
- If the Client chooses to cancel their PPC agreement with Billie and Code, the Google Adwords Pay Per Click fees are not automatically stopped. Billie and Code holds no liability for any charges that Google Adwords charges after the cancellation of your PPC service. If the Client wishes to stop the pay per click advertising with Google Adwords at the Billie and Code Google Adwords PPC Service Agreement same time that the Client cancels their contract with Billie and Code, they should notify us in writing.
- The Client agrees to the following with respect to PPC services:a. The Client’s ongoing use of the services is binding acceptance of these terms and any changes thereto.
b. Billie and Code is not Google or Google Adwords. Billie and Code is a separate entity from Google.
c. The Client acknowledges that Billie and Code makes no guarantee that PPC will provide any increase in sales, business activity, profits or any other type of improvement to the Client’s business.
d. The Client agrees to indemnify and hold harmless Billie and Code, its affiliates, subsidiaries, agents, officers and other partners and its respective employees from and against all damages, liabilities, actions, causes of action, claims, suits, losses, demands, costs and expenses (including without limitation reasonable legal fees, disbursements and court costs) arising from or in connection with the Client’s information, the Client’s use of Billie and Code PPC services.
e. All fees, services, documents, recommendations, and reports are confidential.
f. Billie and Code reserves the right to subcontract any services that are agreed to perform your PPC services.
g. The Client agrees that the Customer’s personal data may be used and retained by Billie and Code for the purposes of –
i. Delivery of Goods and Services.
ii. Marketing of Goods and Services.
iii. Processing of payment instructions.
h. Billie and Code have 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.- Billie and Code reserves the right to refuse or terminate service. Billie and Code has the right to be free from acts or threatening behaviour, abusive or offensive language. Such communication will not be tolerated. No refund will be provided in case of abusive communications.
- The Client agrees for B&C to include a small note and or logo in the footer of the client
website for the purposes of acknowledging that B&C is undertaking digital marketing
works for the Client.
- The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Billie and Code for inclusion in the ads or on the website above 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 Billie and Code and its subcontractors from any liability or suit arising from the use of such elements.
- As soon as the client pays the first invoice amount, the client automatically accepts the terms and conditions of service laid out above.
