In order to provide a professional service, we have set up a few guidelines for users of our service. Some of these guidelines may seem strict, but they ensure a safe, functional, and trusted environment for all our customers to publish their information on the Web.
- Acceptable Usage Policy
- Web and FTP Site Content Policies
- Email Usage Policies
- Illegal Activities
- Right to Refuse Service
- Terms of Service
- Late Fees and Website Suspension
- Domain Registration
- Service Availability
- Limitation of Liability
- Notice and Late Fees
- Tortious Conduct
- Cancellation of Services
- Entire Agreement
We do not allow any of the following content to be published on any of our servers:
° Content of a pornographic, sexually explicit, or adult nature.
° Content of an illegal nature (including copyrighted material).
° Scripting that utilizes more than 20% of a server or node’s memory, storage, processing resource, I/O at any one time will result in a warning and may lead to having your account suspended. This is to ensure that the response time of the server does not degrade in such a manner to negatively affect anyone else using the same server.
° Hosted services that cause the general performance of our servers or nodes to degrade.
° Pirated software sites, hate sites or content that could be reasonably considered as slanderous or libellous Proniit Digital representatives will decide upon content that is questionable regarding any of the aforementioned criteria.
° Users posting any of the above content on their sites may have their Web and/or incoming anonymous FTP services temporarily suspended. They will then be contacted by Proniit Digital and given the opportunity to remove the content in question before having their services reinstated. A repeated offence may cause cancellation of service without refund of any fees.
Proniit Digital does not support unsolicited email messages sent by users of our system (also known as junk email or SPAM). Users sending unsolicited email messages from our system will have all of their services temporarily suspended. They will then be contacted by Proniit Digital and informed of the suspension before having their services reinstated. A repeated offense may cause cancellation of service without refund of any fees. Proniit Digital does not allow any hosting account to give out free or paid email hosting on a public level. Reseller accounts are exempt from this; however, spam guidelines still apply. It is up to the reseller to monitor and control outgoing junk email/spam.
Customers caught using our system for illegal activities, including but not limited to breaking into remote systems, credit card fraud, theft, phishing, scams, vandalism, threats, or violence, will have their accounts immediately cancelled without refund of any fees.
Proniit Digital reserves the right to refuse service to anyone for any reason. We enforce this policy to ensure a professional environment for the users of our system. This includes any programs, such as CGI programs that are using excessive amounts of system resources. Excessive amounts are defined as any amount that results in substantial degradation of server performance. Proniit Digital is the sole determinant of what constitutes degraded server performance. On some occasions, we allow heavy usage depending on the situation. However, additional fees may apply.
We do not condone the abuse of Proniit Digital personnel. If a customer reverts to verbal abuse of any nature we reserve the right to refuse service to that customer. We reserve the right to terminate delivery of service at any stage, to a customer for any reason relating to abuse and/or non-payment of invoices.
Proniit Digital is committed to protecting your personal information and respecting your privacy.
We will never sell, rent, or disclose your personally identifiable information to outside parties without your consent unless compelled by a court of law to do so. However, we do reserve the right to disclose your requirement information (if you are a member) to industry professionals in order to get your job done if needed. We may send you e-mail regarding our new features, news, or other important update information. In any case, we will never disclose your personally identifiable information to third parties. We may use various methods to collect information including, cookies and/or IP addresses.
Note, however, that information you enter during registration will be used to register the domain in your own name. Information you enter there will reflect on the domain WHOIS information. On international domains, you may opt to order ID Protection at an additional fee, which will hide certain fields on the domain WHOIS itself. Local domains do not have this option available and your information will reflect on the domain. You must provide honest and true information during your signup to ensure that domain ownership disputes do not occur in the event you entered false information.
Where the content states: “We” includes Proniit Digital or any party acting on Proniit Digital’s implicit instructions. “You” includes the person purchasing the services or any party acting on the customer’s instructions. “Member” includes the purchaser of services or any party acting on the purchaser’s instructions. “The Registrant” includes the person applying for a domain name or any party acting on the Registrant’s instructions. “The Registry” refers to the relevant domain names Registry. “Server” means the computer server equipment in connection with the provision of the Services. “Web Site” means the area on the Server allocated by us to you for use by you as a site on the Internet. “Terms of Service” includes this agreement. Proniit Digital reserves the right to modify this policy at any time, effective immediately upon posting of the modification to this URL: https://www.proniit.com/terms-of-service. In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement
All hosting invoices are due on or before the 1st of the month regardless of whether an invoice is sent or not. The following day any unpaid websites will be suspended. If the overdue invoice relates to a domain registration, the invoice will be cancelled and the domain in question will remain unpaid until such time that it becomes expired. Invoices that relate to unpaid web hosting will have a 10-day grace period before we terminate the website entirely. There will be no restores done of the website in such time as the onus is on the website owner to settle the unpaid account during the 10-day grace period while the website is suspended
A late fee or R100 will be applied to all overdue invoices that are 10 days past due. A suspended website will only be unsuspended when all overdue invoices have been paid in full.
If a user takes longer than 1 month to settle an account we will not be held accountable for data loss due to the website being terminated.
In the event that we are requested to do a restore of a terminated site we will charge an amount of R2000 to restore the terminated website if it is still on our backup tapes. The restore will then only be done once the restore invoice has been paid.
1.1 We make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk.
1.2 The registration and use of your domain name are subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them. You shall have no right to bring any claim against us in respect of refusal to register a domain name. Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired name.
1.3 We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.
1.4 We shall not release any domain to another provider unless full payment for that domain has been received by us including all invoices relating to ALL services offered by Proniit Digital.
1.5 Domain Registration and Domain Renewal payments are not refundable. Check your due invoice before payment is made if you insist on having credit on your profile ensure that you cancel domains before they are due.
1.6 Domains are invoiced 30 days before the due date to ensure domains don’t expire in cases where people don’t check their emails for a few weeks. Keep this in mind when you look at the next due date of a domain on the client area.
1.8 Domains that are not renewed in time can be restored for a restore fee 30 days after expiration. Costs differ depending on the TLD of the domain name. Should you need the price to restore a specific domain please log a support ticket asking for the price. We don’t keep a list of restore fees as the prices of especially international domains change on a daily basis due to the rand-dollar exchange rate so it is not feasible to keep a list updated on a daily basis.
2.1 Web designers who host with us will at all times ensure that they scan themes and plugins as well as templates to ensure that it does not contain malware.
Website designers are responsible for ensuring that their websites are hardened against exploits and breaches and will not under any circumstances hold Proniit Digital responsible for security holes left there by the designer and/or vendor. Proniit Digital will not be held responsible for the code used by website designers and you will indemnify us from any issues that might cause, including but not limited to: code containing malware, code linking to external websites or code that causes browser compatibility issues.
2.2 We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server.
2.3 You shall effect and maintain adequate insurance coverage in respect of any loss or damage to data stored on the Server.
2.4 You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
2.4.1 You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party; nor will you authorize or permit any other person to do so.
2.4.2 You will not post, link to or transmit:
(a) Any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable as determined by Proniit Digital in any way.
(b) Any material containing a virus or other hostile computer program.
(c) Any material which constitutes, or encourages the commission of a criminal offence, or which infringes any patent, trademark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
2.4.3 You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our network using bulk email.
2.4.4 You will not employ programs which consume excessive system resources including, but not limited to, processor cycles and memory. We do not host IRC, IRC bots, or other server resource intensive programs.
2.4.5 If you surpass your allotted disk/bandwidth usage as set forth in your purchased plan, you agree to purchase the excess in blocks as set forth in our “plans” section. Such payment to be immediate and non-disputable.
2.5.1 We reserve the right to remove any material which we deem inappropriate from your web site without notice. We do not host Warez, Underage Adult, Pornographic or MP3 content.
2.5.2 The packages with no disk space usage cap are intended for web hosting material and mailbox hosting only. It is not for cloud backups and/or storing large files. We reserve the right to remove those files and suspend the account if you are found guilty of using this service to consume an excessive amount of disk space. If your intent is to store non-web design or email account data specific to this hosting account on this package, you need to look at the capped disk space packages and you will be afforded the opportunity to migrate to a capped disk space package at such time.
2.6 You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorized use of your account or breach of security, including loss, theft, or unauthorized disclosure of your password or other security information.
2.7 You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other customers.
2.8 Members utilizing free hosting shall exclude themselves from promotions offered and afforded to paying Members.
2.8.1 Members utilizing free hosting shall display a banner as supplied by Proniit Digital.
2.9 You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
2.8.1 Sending unsolicited mail messages, including, without limitation, commercial advertising and informational announcements, is expressly prohibited. A Member shall not use another site’s mail server to relay mail without the express permission of the site.
2.8.2 It is contrary to Proniit Digital policy for Members to use our servers to effect or participate in any of the following activities: To post to any Usenet or other newsgroup, forum, e-mail mailing list or other similar group or list articles which are off-topic according to the charter or other owner-published FAQ or description of the group or list.
To send mass e-mailings; whether unsolicited, opt-in or otherwise.
To engage in any of the foregoing activities using the service of another provider, but channelling such activities through a Proniit Digital provided server, or using a Proniit Digital provided server as a mail drop for responses.
To falsify user information provided to Proniit Digital or to other users of the service in connection with the use of a Proniit Digital service.
2.9.2(a) Consequences of Violation:
When Proniit Digital becomes aware of an alleged violation of its Acceptable Use Policy, Proniit Digital will initiate an investigation. During the investigation, Proniit Digital may restrict Member’s access in order to prevent further possible unauthorized activity. Depending on the severity of the violation, Proniit Digital may, at its sole discretion, restrict, suspend, or terminate Member’s account and/or pursue other civil remedies. If such violation is a criminal offence, Proniit Digital will notify the appropriate law enforcement department of such violation.
2.9.2(b) You shall be held liable for any and all costs incurred by Proniit Digital as a result of your violation of these terms and conditions. This is including but is not limited to, attorney fees and costs resulting from Postmaster responses to complaints from and the cleanup of unsolicited commercial mailings and/or unauthorized bulk mailings and/or news server violations. Proniit Digital’s current hourly rate for Postmaster responses to complaints and cleanup of unsolicited commercial mailings and/or unauthorized bulk mailings and/or news server violations is R4000 per hour, with a minimum one (1) hour charge, plus R40 for each bulk-email or Usenet message sent, plus R40 per complaint received. Server maintenance fees of R2000 per hour.
2.9.3 Proniit Digital does not issue service credits for any outages incurred through service disablement resulting from Policy violations.
2.10 Any access to other networks connected to Proniit Digital must comply with the rules appropriate for those other networks
2.11 While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorized users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
2.12 You may cancel the Services at any time by logging into the Ticket Desk Support System (for verification) and request cancellation of services.
3.1 We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or downtime of the Server.
3.2 We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is expected to last for more than 7 days you will be notified of the reason. As a client, it is your responsibility to take care of backup for sites that may be yours or ones under you. We also reserve the right to disallow services/hosting to any client as we feel necessary and hold no liability. Also, please note that we do not offer any sort of compensation on our network uptime guarantee.
3.3 The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. No more than one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session per system account at any time; user programs may be run only during log-in sessions. If your account is found to have been transferred to another party or shows other activity in breach of this sub clause, we shall have the right to cancel the account and terminate the Services and/or this Agreement immediately. top
3.4 Uncapped disk space hosting packages are there for people who don’t want a forced cap imposed. We shall however to the best of our ability ensure that there is at all times enough disk space within reasonable time. A user may not abuse the service by uploading excessive amounts of data, which will result in immediate cancellation of that user’s account without refund.
3.5 We reserve the right to limit usage of the processor, memory, IO and storage per user to such an extent to avoid one person from causing server degradation for everyone else on the server.
4.1 All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our website and shall be due and payable in advance of our service provision. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre-payment.
4.2 Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given. If you choose to pay by credit or debit card you authorize Proniit Digital to debit your account renewal fees from your card.
4.3 All payments must be in South African Rand.
4.4 If your check is returned by the bank as unpaid for any reason, you will be liable for a “returned check” charge of R950.
4.5 Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
5.1 If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
5.2 If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
5.3 If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.
5.4 No refunds will be made for Services suspended in accordance with 5.1, 5.2 and 5.3.
5.5 We reserve the right to suspend the Services and/or terminate this Agreement at any time. In the event of this You will a be entitled pro rata refund based upon the remaining period of membership.
5.6 You may cancel the Services at any time by logging into the Ticket Desk Support System (for verification) and requesting cancellation of services.
5.7 During the first 30 days of Services, you are entitled to a refund of fees paid with the exclusion of domain name registration, dedicated server, data transfer fees, and excessive support requests should you decide to cancel the Services for just cause. Proniit Digital shall be the sole arbitrator as to the validity of your claim of just cause and will subtract the aforementioned fees from any monies due you.
5.7.1 During the first fourteen days of service you are entitled to a full, no questions asked refund excluding as set forth in sections 5.7, 5.7.2, 5.7.3, and 12.5; as well as exclusions listed in section 2 above. For the remaining time, your refund will be prorated and factored at the full discretion of Proniit Digital.
5.7.2 Partner Plans (Resellers) are eligible for above refund minus usage fees; if such use has been deemed excessive at the discretion of Proniit Digital. Such accounts are often more resource intensive than standard shared hosting accounts and, therefore, do not qualify under our standard 30-day guarantee details.
5.7.3 You will not be entitled to a refund on these bases if you have previously had an account with Proniit Digital under any plan or service.
5.7.4 Allow 30 (thirty) days for refund payments to process. If you have not received refund within this time allotment; please contact us.
5.8 Where payment has been made by credit or debit card, any refund will only be issued to the same credit or debit card.
5.9 On termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Web Site and to remove all data located on it.
6.1 You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
7.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to sub clause.
7.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
7.3 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
7.4 In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
7.5 In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
7.6 You are responsible for monitoring Bandwidth and Disk space usage of your site. This is easily done from your Control Panel. If you go over the amount indicated in your current plan; you will be charged a fee as set forth in our pricing structure.
8.1 Any notice to be given by either party to the other may be sent via Email, WhatsApp, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved to be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
Invoices will be sent 5 days prior to due date. On the 2nd day 25% late fee will be added to the notice if the invoice remains unpaid.
9.1 On our site you will find links to all the information to get your website up and running. All information pertaining to your account should have been included in the Welcome Letter you received when we created your account. If you did not receive a welcome letter email, please contact our Support Team. There are several reasons an email may not reach you; first and foremost is if the domain you have contracted services for is the same domain your welcome email was sent to.
9.2 The support feature of our service at present time consists of our Support System solving server related problems only.
9.3 Support can only be addressed in English through our Support System.
9.4 In the event of a server outage or other such emergency, you are free to contact us in any manner.
9.5 Section 9.6 will come into effect in extreme cases when staff are limited and/or there are connectivity problems preventing our support engineers from timely response below 24 hours.
9.6 Our support agreement with our customers is to respond to all queries within 72 hours or less, the customer will have the right to receive credit on their account in the event that we respond after 72 hours and the customer has attempted to contact support on several different occasions for the same ticket.
10.1 This Agreement shall be governed by and construed in accordance with South African law. You hereby submit to the non-exclusive jurisdiction of the South African courts. You are also to abide by the laws of South Africa and will be held accountable for your actions.
11.1 Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
12.1 No one shall post defamatory, scandalous, or private information about a person without their consent, intentionally inflicting emotional distress, or violating trademarks, copyrights, or other intellectual property rights.
12.2 Any abuse towards any Proniit Digital employee will not be tolerated. You are expected to request and respond to support and other issues in a professional manner. When emailing Proniit Digital or utilizing the Ticket Desk Support System, refrain from using caps, exclamation points, and other forms of written yelling. Any cursing, yelling, or further intentional disruptive behaviour aimed at Proniit Digital or its employees shall be considered a violation of these terms and conditions of service.
12.3 Any threat; whether verbally, orally, written, or delivered by second parties directed towards Proniit Digital or any of its employees, partners, equipment, and concerns shall be construed as a violation of these terms and conditions of service.
12.4 Any conduct viewed as violating this section shall be considered a violation of these terms and conditions of service. Proniit Digital will be the sole arbitrator in regards to what is deemed a violation.
12.5 Proniit Digital shall, at its sole discretion, suspend the account of the violating client until a resolution has been concluded.
12.6 No refunds shall be given when the contents of this section necessitate the removal of the account.
13.1 You may cancel the Services at any time by email or by logging into the Ticket Desk Support System (for verification) and requesting cancellation of services.
14.1 These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
14.2 Proniit Digital reserves the right to amend these Terms of Service at any time.
14.3 It is your responsibility to check these Terms of Service on occasion for any such amendments.
- PRONIIT DIGITAL SERVICES
- LATE PAYMENT
- CHANGES TO PROJECT SCOPE
- EVALUATION AND ACCEPTANCE
- CLIENT RESPONSIBILITIES
- ACCREDITATION AND PROMOTION
- CONFIDENTIAL INFORMATION
- RELATIONSHIP OF THE PARTIES
- REPRESENTATIONS AND WARRANTIES
- INDEMNIFICATION AND LIABILITY
- TERM AND TERMINATION
- RIGHTS TO FINAL ART
- RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
- SUPPORT SERVICES
- DISPUTE RESOLUTION
Proniit Digital means Proniit Online Media and Marketing cc REG NO.: 2009/146911/23 and TAX REF.: 9177/892/17/2
Agreement means the Confirmation of Engagement, Terms and Conditions and any other attached e-documents.
Project means the scope and purpose of the Client’s identified usage of the work product as described in the Confirmation of Engagement.
Services means all services and the work product to be provided to Client by Proniit Digital as described and otherwise further defined in the Confirmation of Engagement.
Final Deliverables means the final versions of Deliverables provided by Proniit Digital and accepted by Client.
Deliverables means the services and work product specified in the Confirmation of Engagement to be delivered by Proniit Digital to Client.
Client Content means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables. Content that is supplied outside of the specified requirements shall be ignored and considered to have NOT been supplied should it not fall under the specifications of Annexure A.
Third Party Materials means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
Proniit Digital Tools means all design tools developed and/or used by Proniit Digital in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
Proniit Digital shall perform the services listed the Scope of Work according to the Work Plan and Milestones schedule, provided that the client and properly completed filling in the information.
The terms of this Agreement expire 30 days after being submitted to Client. If this Agreement expires, Proniit Digital may modify the Agreement and resubmit it to Client.
Fees. Client agrees to pay Proniit Digital the fees listed in the chosen package as laid out in the Confirmation of Engagement, purchased via the website(s) and/or agreed upon.
Expenses: Client will pay Proniit Digital expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Proniit Digitals standard markup of 25% (twenty-five percent); (b) R10 reimbursement, other than normal commuting, at R12 per km; (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval.
Additional Costs: Pricing in the Confirmation of Engagement includes only Proniit Digital fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client.
Hosting Final Deliverables: Proniit Digital will host the Final Deliverables on Proniit Digitals Web Hosting Company while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Confirmation of Engagement, and the delay is not caused by Proniit Digital, Client agrees to pay Proniit Digital R200 per month for hosting until the Final Deliverables are moved to Clients server.
Payment Schedule: Payment is due when Proniit Digital completes each milestone as listed in the Work Plan and Milestones schedule, and Client accepts the Deliverables for that milestone.
Invoices: All invoices are payable immediately upon receipt. Invoices shall list any expenses and additional costs as separate items.
Late Fee: A monthly service fee of 15 per cent, or the maximum allowed by law, is payable on all overdue balances.
Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
Collection Expenses: Client shall pay all collection or legal fees caused by late payments.
Withholding Delivery: Proniit Digital may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
Withholding License: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.
Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Proniit Digital a written Change Order describing the requested changes in detail. Within 5 of receiving a Change Order, Proniit Digital will respond with a statement proposing Proniit Digitals’ availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Proniit Digital will evaluate each Change Order at its standard rate and charges.
Major Change: If Client requests are at or near 50 percent of the time required to produce Deliverables or the value of the Scope of Services, Proniit Digital shall be entitled to submit a new and separate Proposal to Client for written approval. Proniit Digital shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.
Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Proniit Digitals hourly rate of R400 per hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. Proniit Digital may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
Acceptance/Rejection: Client will have 5 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Proniit Digital will not be obligated to perform any services beyond those in the original Agreement.
Proniit Digital Delays: Proniit Digital shall use all reasonable efforts to meet the Work Plan and Milestones delivery schedule. Proniit Digital may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed 30 days.
Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labour disputes, riots, acts of war, terrorism and epidemics.
Testing: Proniit Digital will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client.
Approval Periods: Client shall, within [DAYS] business days after receiving each Deliverable, notify Proniit Digital in writing of any failure to comply with the specification of the Confirmation of Engagement or of any other objections, corrections or changes required. Proniit Digital shall, within [DAYS] business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within [DAYS] business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after [AMOUNT] corrections by Proniit Digital, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Proniit Digital, unless otherwise specified in the Confirmation of Engagement; (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties.
Accreditation: Proniit Digital shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Proniit Digital in the Deliverables on each page of the Final Deliverables.
Promotion: Proniit Digital retains the right to reproduce, publish and display the Deliverables in Proniit Digital’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
Client’s “Confidential Information” includes information that Proniit Digital should reasonably believe to be confidential. Proniit Digital’s “Confidential Information” includes the source code of any Proniit Digital Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement.
Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure
Independent Contractor: Proniit Digital is an independent contractor. Proniit Digital shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Proniit Digital and the work product or Deliverables prepared by Proniit Digital shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
Design Agents. Proniit Digital shall be allowed to use third party’s as independent contractors in connection with the Services (“Design Agents”). Proniit Digital shall remain fully responsible for Design Agents’ compliance with this Agreement.
No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Proniit Digital, and Proniit Digital shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Proniit Digital.
By Client. Client represents and warrants to Proniit Digital that: (a) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Proniit Digital to use Third Party Materials.
By Proniit Digital: Proniit Digital represents and warranty to Client that: (a) Proniit Digital will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Proniit Digital shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Proniit Digital Tools, sufficient for Proniit Digital to grant the intellectual property rights provided in this Agreement; (c) To the best of Proniit Digital’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Proniit Digital shall be void.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, PRONIIT DIGITAL MAKES NO WARRANTIES WHATSOEVER. PRONIIT DIGITAL EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
By Client: Client shall indemnify Proniit Digital from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Proniit Digital shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defence and any settlement of such claim or suit.
By Developer: In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Proniit Digital may at its own expense, replace any infringing content with non-infringing content.
Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF PRONIIT DIGITAL ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF PRONIIT DIGITAL, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“PRONIIT DIGITAL PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF PRONIIT DIGITAL. IN NO EVENT SHALL PRONIIT DIGITAL BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY PRONIIT DIGITAL, EVEN IF PRONIIT DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
Termination for Cause: Either party may terminate this agreement at any time, on [DAYS] days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that [DAYS] day period.
Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
Termination by Mutual Agreement: This agreement my be terminated by the mutual agreement of the parties.
Termination for Convenience: Either party may terminate this agreement at any time and for any reason on [DAYS] days prior written notice to the other party. If Client terminates the Agreement under this section, Proniit Digital shall, at Clients reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
Termination Fees: In the event of termination, Client shall pay Proniit Digital for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
Intellectual Property: If Client terminates and on full payment of compensation, Proniit Digital grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.
Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive.
License: Proniit Digital grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables.
Liquidation for unlicensed use: Additional use of any Deliverables by Client outside the scope of the license granted above requires additional fees. Proniit Digital shall be entitled to further compensation equal to [PERCENT] percent of the total original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Proniit Digital shall be entitled to pursue all remedies under law and equity.
Client Content: Client Content is the exclusive property of the Client. Client grants Proniit Digital a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Proniit Digital’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
Preliminary Works. Proniit Digital retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Proniit Digital within thirty (30) days of completion of the Services.
Proniit Digital Tools. All Proniit Digital Tools are and shall remain the exclusive property of Proniit Digital. Proniit Digital grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Proniit Digital Tools solely to the extent necessary with the Final Deliverables for the Project.
Warranty Period. During the first [MONTHS] months following expiration of this Agreement, Proniit Digital shall provide up to [HOURS] hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Proniit Digitals standard rate.
Maintenance Period. After the Warranty Period expires and at Client’s option, Proniit Digital will provide Support Services for the following [MONTHS] months for Proniit Digital’s hourly fees of [AMOUNT] per hour.
No Enhancements: The services in the Warranty Period and the Maintenance Period do not include enhancements to the Project or other services outside the scope of the Proposal.
During the Maintenance Period, Client may request that Proniit Digital develop enhancements to the Deliverables. Proniit Digital shall exercise commercially reasonable efforts to prioritize Proniit Digital’s resources to create such enhancements. Client understands Proniit Digital may have preexisting obligations that may delay requested enhancements. Proniit Digital shall provide any enhancements shall be provided on a time and materials basis at Proniit Digitals standard rate.
Alterations. Alteration of any Deliverable is prohibited without the express permission of Proniit Digital. Proniit Digital will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly.
Negotiation: Parties agree to attempt to resolve any dispute by negotiation between the parties.
Arbitration/Mediation: If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Litigation: In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of [STATE]. The parties waive any jurisdictional or venue defences available to them and further consent to service of process by mail.
Attorney Fees: The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modification/Waiver: Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Notices. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
No Assignment. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party.
Governing Law. This Agreement shall be governed by the law of South Africa.
Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
Headings: Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
Complete Agreement: This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.