Terms & Conditions
1.1. All clauses in this Agreement apply to any Project undertaken for any Client by You&Me.
1.2. By accepting an estimate or making a payment of invoice to use the services supplied by You&Me, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally bound by these Terms and Conditions.
1.3. You&Me reserves the rights to change, modify, add or remove from portions or the whole of these Terms and Conditions from time to time. Changes to these Terms and Conditions will become effective upon such changes being posted to You&Me’s website.
1.4. When the Client places an order to purchase a service from You&Me, the order represents an offer to You&Me to purchase the service which is then accepted by You&Me only when an invoice is sent to the Client. The invoice equals acceptance by You&Me (or third party supplier) of Clients offer to purchase services from You&Me and this acceptance of work is a valid contract between the Client and You&Me.
1.5. Any other services on the order, which have not been included in the estimate – do not form part of the contract. The Client agrees to check that the details of the estimate are correct and should keep a copy for their records.
2. Payment and Non- Payment
2.1. Clients are required to pay a 50% non-refundable deposit on acceptance of the estimate and no work will be started by You&Me until the deposit is paid.
2.2. Clients are required to make payment of the balance to You&Me on delivery of product (COD).
2.3. Low-resolution images of the final work, will be sent to the client as confirmation that the project is complete. Once payment is made, the high-resolution images will be sent to the client.
2.4. You&Me reserves the right to suspend work, or withhold material, should the client be in breach of the payment schedule until such time as payment has been made.
2.5. Payment for services is due by bank transfer, unless prior arrangements have been made and accepted, in writing.
2.6. Services to be provided by You&Me are de ned in the estimate that the Client receives via e-mail.
2.7. Estimates are valid for a period of 30 days (thirty) unless alternate timescales have been agreed beforehand with the Client in writing. You&Me reserves the right to alter or decline to provide an estimate after expiry of the valid timescale contained therein.
2.8. You&Me strictly invoices/ estimates work to be completed at an hourly rate. No project changes or otherwise will be invoiced at a lower rate, under one (1) hour.
3. Working Hours
3.1. You&Me operates from 9am until 5pm Monday to Friday. (eg: If a project is signed off on a Friday, work will only be started on the following Monday).
3.2. Should work be required over weekends or holidays, client will be notified and a separate estimate on a weekend/ overtime tariff will apply.
4.1. All work undertaken by You&Me shall be confidential, until such time as the material becomes available in the public domain.
5. Ownership of material
5.1. The client is to provide You&Me with a copy of the final execution of work (eg: advert, brochure etc) and allows You&Me to use this for portfolio purposes, unless otherwise advised in writing by the client and subject to the signing of a written agreement not to do so.
6.1. Should any party fail to fulfil any of the terms and conditions of this agreement (the defaulting party) on the due date and remain in default for a period of TEN (10) days after the other party (the aggrieved party) delivered a written notice to the defaulting party specifying the breach and demanding that it be rectified, then the aggrieved party may without further notice and without prejudice to its rights, claim specific performance by the defaulting party of all his/her/its obligations under the agreement and or cancel this agreement and claim damages and/ or payment in full.
7.1. Should the client cancel the contract, the material remains the property of You&Me.
7.2. If balance of payment is not made on agreed due date, the contract will be deemed to have been cancelled by the client.
7.3. If at any point of the project a brief is changed or additional work is requested by Client, not specified in the agreed estimate and new requirements are presented by the client that were not agreed upon prior to the commencement of the project, the same will be subject to a separate estimate and You&Me reserves the right to re-estimate or accept additional work. If You&Me accept, additional work may affect timescale and overall delivery time of the project.
7.4. Should a completely new brief be presented whereby work has already been created, the original non-refundable deposit will be kept and a new estimate and invoice will be drafted for the new brief.
7.5. If after project commencement client communication (face-to-face, telephone, or email) stops for a period of 60 days, the project may, at You&Me’s sole and absolute discretion, be cancelled, in writing by You&Me, and ownership of all copyrights shall be retained by You&Me.
8. Consequences of non-payment
8.1 You&Me shall be entitled to recover from clients all legal costs incurred by You&Me in order to enforce its rights under this contract, included but not limited to attorney and own client fees and collection costs, including tracing costs, if applicable.
8.2 In accordance with the Prescribed Rate of Interest Act, 55 of 1975, clients with overdue amounts on accounts will be charged the maximum mora interest rate as applicable.
8.3 For the purposes of all proceedings hereunder You&Me and the client, consent to the jurisdiction of the Magistrates Court, having jurisdiction under Section 28 of the Magistrates Court Act of 1944, as amended, notwithstanding that such proceedings are beyond such jurisdiction. This clause shall be deemed to represent the required written consent conferring jurisdiction upon said court in terms of section 45 of said Act. Notwithstanding the aforegoing You&Me shall at all times be entitled, in its sole and absolute discretion, to institute all or any proceedings against the Client in connection with or howsoever arising from this document in the South or North Gauteng High Court of South Africa.
8.4 Any latitude, extension of time or other indulgence extended or granted by You&Me to the Client shall not be deemed to be, nor be construed as, a waiver by You&Me of all or any of its rights in terms hereof, nor as an evasion hereof.
8.5 A certificate signed by any director or manager of You&Me stating the amount due and owing by the Client to You&Me, at any given time shall constitute prima-facie evidence of the amount due by the Client, together with any interest if applicable, accruing thereon, and such certificate shall be sufficient for purposes of obtaining Summary Judgment or Provisional Sentence against the Client.
9. Copyrights and trademarks
9.1. By supplying text, images and other data to You&Me for inclusion in the client’s requested services, the client declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the client, or rightful copyright or trademark owner.
9.2. Any artwork, images, or text supplied and/or designed by You&Me on behalf of the client, will remain the property of You&Me and/or it’s suppliers, until such time that You&Me is in receipt of full payment, in which full copyright will be passed to the client.
9.3. The client may request in writing from You&Me, the necessary permission to use materials (for which You&Me holds the copyright) in forms other than for which it was originally supplied, and You&Me may, at it’s discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. You&Me reserves the right to charge fees for additional usage.
9.4. By supplying images, text, or any other data to You&Me, the client grants You&Me permission to use this material freely in the pursuit of the design and to utilise the designs in You&Me’s portfolio unless otherwise advised in writing by the client and subject to the signing of a written agreement not to do so.
9.5. Should You&Me, or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow You&Me to remove and/or replace the file.
9.6. The client agrees to fully indemnify and hold You&Me free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary permissions.
10. Confirmation of authority
10.1. The client hereto expressly agrees, confirms and warrants the fact that the person signing on its behalf is authorized to enter into this contract. Despite the aforegoing, the person signing hereof binds himself/ herself jointly and severally, in his/her personal capacity as co-principal debtor in solidum with the Client to honour and fulfil all obligations of the Client under this agreement, and should You&Me proceed against the person that signed this agreement, all the terms and conditions hereof shall apply mutatis mutandis.
11. Domicile and Notices
11.1. The parties choose as their respective domicilium citandi et executandi the physical addresses mentioned hereinabove, provided that either party may change its domicilium aforesaid by written notice to the other party with effective date of receipt of such notice.
11.2. All notices or communications intended for the client pursuant hereto shall be made or given at the aforementioned domicilium citandi et executandi above referred to and may be given by letter or email in which event such notice or communication shall be deemed to have been received by the client on the day but one after the date of posting or despatch of this letter, facsimile or email as the case may be.
12. Working Files
12.1. If working files are required, the client must state this in writing at the beginning of the project.
12.2. A working file will incur an additional cost, and will be included in the original estimate.
12.3. No changes to working files are permitted as the integrity of the work may be compromised with handover of Working Files, a fee between 30% and 60% of the total cost of the working file/s required will be charged additionally, unless negotiated in writing between the client and You&Me.
12.3.1. You&Me will in no way be held liable for any damage sustained or relating to the integrity of the working files, arising from handing over the working files, at clients request.
12.4. Working files required after the completion of work/project, will be quoted and invoiced additionally, and will only be sent to client upon payment in full.
13.1. A minimum of ten working days will be required to complete an illustration (subject to change due to size of illustration).
13.2. Should a shorter timeframe be required by the client, a different tariff will apply given the urgency of the deadline.
14.1. A estimate for an illustration/design includes two to three scamps, and three sets of changes to agreed upon design. Should the client require extra sets of changes, these will be charged according to an hourly rate.
14.2. Extra sets of scamps and changes will delay the delivery date of a project.
15. Social Media campaigns and advertising
15.1. Any advertising fees must be paid upfront to You&Me – No advertising will take place until the advertising fees have been paid to You&Me.
15.2. Any content signed off by client, but not used or scheduled is still billable. Should You&Me receive no written response on content sent to client within 7 working days, the content will be thought to be signed off and the costs of the same, will be for clients account.
15.3 Contracts shall be valid for a period of 12 (twelve) months at which time You&Me and the Client agree that the hours, hourly rate and
specifications included in the agreement should be reviewed and this agreement renewed and an 8% – 10% increase will be applied accordingly.
15.4 In the event of either party wishing to cancel this contract before the 12-month term is complete, or at the end of that 12-month term, 2 (two) month’s notice will be given.
16.1. You&Me makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. You&Me will not be held responsible for any and all damages resulting from products and/or services it supplies. You&Me is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The client agrees not to hold You&Me responsible for any such loss or damage. Any claim against You&Me shall be limited to the relevant fee(s) paid by the client.
16.2. You&Me reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. You&Me will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
16.3. If any one or more of the provisions of this agreement shall be declared by a competent authority to be illegal, invalid or unenforceable under any law applicable in any jurisdiction in which this agreement is to be implemented that provision shall be deemed for all purposes to be severable from all the other provisions of this agreement, and the remaining provisions shall continue in force unaffected.
16.4. In the absence of a signed Key Performance Indicator document (“KPI”), brief or any other relevant agreement signed and approved by You&Me, You&Me will solely be bound by the line items in the invoice sent to the client.
16.5. In the event of a working file/ project be unattended to, for any reason, which may include, inter alia, Clients special instance and request, alternatively at You&Me’s discretion, for a period longer than six (6) months the file will be closed/ suspended.
16.5.1. Should client seek to recommence work on any closed/ suspended file, Client will be issued a new estimate and invoice to reopen the file and recommence any further work on the file, upon the Clients new specifications.
16.6. You&Me will have an annual price increase of 10% applied to all services offered.