Project Specifications.

1.1. The Client must supply the Project Specifications to D123 for D123 to issue an accurate and binding quotation.

1.2. If the Client requires further assistance with the creation of a Project Specifications, D123 can assist the Client. This time may be billed to the Client at the discretion of D123.

Quotation.

2.1. Quotations are valid for 14 (fourteen) calendar days from the documented date on the Quotation.

2.2. Quotations do not include domain name registration or hosting fees unless otherwise.

Acknowledgment.

3.1. Upon a Client accepting the D123 Quotation, the Client acknowledges that they have read and accepted these Terms and Conditions.

Agreement.

4.1. The Client acknowledges acceptance of the Quotation and these Terms and Conditions by paying 50% of the total quoted South African Rand (ZAR) value as a deposit to D123,s stipulated bank account details as provided on the Invoices. Clients can be billed in other currencies if agreed by both parties.

4.2. Products and services as described in the Quotation will only commence, once the Client’s deposit has been confirmed as received by D123.;p[

4.3 D123 commits to work expeditiously to complete the quoted products and/or services within the Project Specifications and timeframes indicated as per the Quotation(s).

4.4. D123 cannot be held responsible for delays outside of its control, including but not limited to equipment failure, Third-Party Hosting Services, and internet connections.

4.5. D123 endeavors to make websites that perform well in up-to-date, current major browsers (Google Chrome, Firefox, Safari, Microsoft Edge), but cannot guarantee backward compatibility (i.e. functionality on older or obscure devices and software).

Deposit.

5.1. Deposit(s) are non-refundable unless D123, at their sole discretion decide otherwise. The decision by D123 is based on the factors surrounding the project in question and is non-negotiable.

Required Documentation.

6.1. Required documentation refers to all information necessary for the timeous commencement and delivery of products and/or services as described in these Terms and Conditions and indicated by the Project Specifications. This includes all material such as text copy, product details, pictures, videos, company profiles, et cetera.

6.2. The Client is to provide all Required Documentation electronically to D123, to initiate work on the aforementioned quoted products and services, unless they are to be created as part of the project.

6.3. The Client’s quoted and accepted products and/or services will only be queued and allocated accordingly, after compliance with Terms & Conditions 6.2. unless agreed otherwise in writing.

6.4. If the Client does not supply D123 with the Required Documentation within 20 (twenty) calendar days from the Invoice date, the entire amount of the Agreement becomes due and payable, should the Client choose to continue the Agreement with D123.

6.5. If the Client still has not submitted or provided all the Required Documentation within 45 (forty-five) calendar days from the Invoice date, an additional continuation fee of 15% of the total Quotation(s) will be billed for each month until the quoted products and/or services are completed.

Copyrights.

7.1. The Client must ensure they have the Copyright for all material supplied.

7.2. D123, employees, independent contractors, affiliates, agents, agencies, or any associates involved in a client products and/or services, will not be liable or held responsible for any Copyright disputes.

7.3 If and when D123 are informed that material was provided without the required Copyright, illegal content will be removed immediately, and the Client will be billed with the cost thereof.

7.4. D123 does not take any responsibility for all content supplied by the Client without proper Copyright whatsoever.

Graphic Images.

8.1. Unless otherwise specified in the Quotation, the Client shall supply all Graphic Images to be published following the specified products and/or services.

8.2. Graphic Images (including but not limited to artwork and logos) supplied by the Client, must be of high digital quality and applicable format. The format can be confirmed with the D123 team as required.

Photographs.

9.1. Photographs supplied by the Client must be of high digital quality and applicable format.

Website Hosting.

11.1. Hosting via  D123

11.1.1. Hosting via D123 allows for allocated disk space and traffic bandwidth limited to that Hosting package. Disk over-usage will be charged at the appropriate rate at that time, invoiced to the Client’s account and must be paid within 14 (fourteen) calendar days after Invoice date thereof. Overage pricing/rates are explained on the quotes.

11.1.2. Monthly Hosting & Yearly Domain Fees must be paid on or before the last working day of each month, unless committed to payment by means of a stop order payment, in which instance the last calendar day is applicable.

11.1.3. Hosting fees are payable from date of domain registration, transfer to D123 hosting and if applicable, from start of website development by  D123.

11.1.4. Payments not received by the 1st of each month automatically suspends the Client’s Hosting service, thus risk deactivating the Client’s website. This can be waved at the sole discretion of  D123, without giving up any rights as per the terms and conditions.

11.1.5. A reactivation fee, at the appropriate rate at that time, will be billed to the Client, based on time spent correcting the suspended account.

11.1.6. Hosting fees not received for 3 consecutive calendar months irrevocably terminates the linked website with the host. The Client’s domain registration remains for the balance of the yearly domain fee paid, but no software, design and/or development work associated with the domain is recoverable by reactivation hereafter.

11.1.7. D123 reserves the right to suspend the Client’s services due to non-payment and charge fees, at the appropriate rate at that time, on all arrears in accordance with these Terms and Conditions.

11.1.8. Hosting cancellations are only accepted in writing or e-mailed to info@ d123.co.za, on or before the 1st of the new month as it carries a calendar month notice period.

11.1.9. All outstanding payments must be paid up to date before the Client’s Hosting services will be terminated with  D123, thus enabling release to transfer to a Third-Party Hosting Service Provider.

11.1.10. All hosting provided by D123 is via a 3rd party and is also subject to the terms & conditions of the 3rd party. It is the customer’s responsibility to read the 3rd party’s terms and conditions. Please view the terms at https://xneelo.co.za/legal/terms-of-service/

11.1.11 Should the hosting be cancelled as outlined in 11.1.8, the onus will be on the client to migrate/transfer the site and all its content. Should the client prefer that this be managed by  D123, this can be arranged. Time spent by D123 will be billed to the client.

11.2. Hosting via a Third-Party Service Provider.

11.2.1. If the Client uses a Third-Party Service Provider, the Client will enter into an agreement directly with that Third-Party Service Provider.

11.2.2. D123 will not be held liable or have any responsibility for the Client’s Hosting Services via a Third-Party Service Provider as we do not have control over the status of hosting, domain renewals or e-mail when not hosted with D123.

11.2.3. All technical aspects of websites must be referred to the Client’s Third-Party Hosting Service Provider.

11.2.4. D123 will however assist the Client upon request with Third-Party Hosting Service Provider(s). This time may be billed to the Client at the discretion of D123.

Search Engine Optimization (SEO).

12.1. D123 cannot guarantee search positions or rankings of websites but include Search Engine Optimisation (SEO) in the form of Google webmaster tools submission, Google analytics integration, meta tags and descriptions, structure and basic content recommendations for all websites developed. D123 can assist with the Client’s SEO if and when required and will issue the Client a Quotation accordingly.

Monthly Maintenance

Monthly Maintenance has two components:

13.1 Software Maintenance as follows:

13.1.1 Website plugin monitoring and updates. Updates usually include Security, Structure and PHP updates.

13.1.2 Theme monitoring and Updates. Updates usually include Security, Structure and PHP updates.

13.1.3 WordPress updates. Updates usually include Security, Structure, PHP Updates. Website security check.

13.2 Content Maintenance as follows:

13.2.1 Includes all additions, edits and deletes to existing content up to the quantity of pages specified in the quote.

13.2.2 Covers basic content and image changes or updating of information that has been provided. It does not include creation of artwork and content.

13.2. 3 It does not include additional pages or forms; this will be quoted for separately and added to your monthly maintenance as an additional page, if accepted.

E-Commerce

14.1. D123 will load up to 10 products on the website on the Client’s behalf. However, the Client will be able to load unlimited products subject to fair usage of the hosting package.

14.2. Should the Client require D123 to load more than the aforementioned 10 loaded products D123 will issue the Client a Quotation accordingly.

Balance of Payment.

15.1. The Client is required to e-mail the Proof of Payment to D123.

15.2. All work remains the property of D123 until the full and final payment is received.

Completion Date.

16.1. Activation of the Client’s website is conditional to the Terms & Conditions 14 above.

16.2. The Completion Date of a project is affected by feedback and received content from the Client. Timeframes will be adjusted within reason, notwithstanding these Terms & Conditions.

Additional Work

17.1 Additional Work requested and agreed to, or any other work in progress for the Client’s website after the Completion Date of the original Agreement, will be billed in accordance to these Terms and Conditions, quoted and agreed to.

17.2. All payment(s) and timeframe(s) as set out in these Terms and Condition shall apply.

16.3. Scope creep will not be tolerated, and setting clear goals, objectives and specifications in the initial negotiations and Project Quote with D123 remain the responsibility of the Client.

17.4. D123 may suggest Additional Work for the Client’s project, including but not limited to graphic design, software etc. to enhance the Client’s website functionality and appearance, and reserves the right to do so free of charge or D123 will issue the Client a Quotation accordingly.

Service Agreement.

18.1. The Client may request that D123 access their website’s Content Management System to make requested changes. Upon doing so, the Client indemnifies D123 from any changes made by the Client or any Third-Party to the website, which includes but is not limited to any content changes, software updates, added software, or loss of information.

18.2. D123 commit to respond to any technical error, which may be the result of their Hosting services, design software or any plausible fault, omission, or neglect on their part within this

Invoices and Statements.

19.1. D123 is not a credit service provider and does not grant any credit facilities whatsoever.

19.2. Client Statements and accounts does not imply negotiable payment terms, and are issued in accordance with the nature of D123 being a month-to-month service provider.

19.3. All Invoices are billed to the Client’s account and e-mailed to the Client in accordance with these Terms and Conditions, and payments made by the Client are allocated to Invoices on the Statement upon D123 having confirmed receipt of said funds.

19.4. Invoices, corresponding payments received, and due balances will reflect on the Client’s Statement.

19.5. Due to the nature of the business, additional Client Statements will be issued and e-mailed for all overdue balances and additional fees Invoiced as required.

Consultations.

20.1. Telephonic, or e-mail queries will be responded to free of charge for confirmed Clients according to Terms & Conditions 4.1.

20.2. Meetings and consultations will be charged at the discretion of D123, in accordance to these Terms and Conditions, quoted and agreed to.

Legal Costs.

21.1. Failure to comply with these Terms and Conditions regarding payments and fees will result in legal action from D123 legal representative(s), and the full outstanding balance becomes payable.

21.2. All legal costs resulting of non-payment will be accrued to the Client’s outstanding balance.

Cancellations.

22.1. Should the Client cancel the project at any time, all fees up to that point of work will be calculated. Any amount greater than the 50% deposit will be billed to the Client. This is payable within 14 (fourteen) calendar days of Invoice date.

22.2. D123 will only refund Client’s amounts paid, for products and/or services not delivered in accordance with the initial Agreement(s), or balance thereof in accordance to Terms & Conditions 22.1.

22.3. Hosting and Domain Fees are non-refundable, as these are paid in advance.

22.4. D123 reserves the right at its discretion to cancel this Agreement should the Client breach any of the Terms and Conditions stated herein.

Security.

23.1. D123 will not be held liable for any viruses, hacking, malicious content, or any Security breaches pertaining to any Third-Party applications or to the Client’s website.

23.2.  D123’s Hosting service provider may at any time suspend a domain should any viruses or malicious content be exposed through hacking or security breaches to any Third-Party application or website.

General.

24.1. D123 reserves the right to make changes to these Terms and Conditions at any time without prior consent of any or all of their clients, employees, independent contractors, affiliates, agents, agencies or any other Third-Party agreements.

24.2. These Terms and Conditions are legally binding in accordance with the publishing date hereof, as incorporated on  D123’s own website.