Terms of Trade
(Last updated June 2022)
DEPOSIT
Design work – 50% deposit payable before commencing work, balance COD. Printing is to be paid in full once proof has been signed off and before printing commences.
- Production will commence once the Client’s quote has been signed and emailed back to lesley@outloudmedia.co.za. 50% rejection fee after approval of quote is payable.
- Final artwork must be approved, or revisions requested, within three (3) working days of receipt from Designer.
- Client must appoint and indicate to Designer the name/s of person/s responsible for approval and sign-off of artwork. No correspondence will be entered into with any other parties regarding art direction, unless Client appoints another responsible person and notifies Designer accordingly in writing.
OUR BANKING DETAILS WILL BE SUPPLIED ON REQUEST.
TEXT SUPPLIED
All digital text provided must be final. Any author’s corrections and proof-reading will be charged at an hourly rate. If text needs to be rewritten or sourced, a copywriting fee will be charged. All text must be approved and signed off by Client. This ensures that mistakes can be rectified before the reproduction and print process commences. Outloud Media cannot take responsibility for any text mistakes after proof has been signed off.
OVERTIME
Overtime may be charged unless otherwise agreed in writing. Work that needs to be done at short notice and will need to scheduled ahead of pending jobs will be charged accordingly and may be subject to overtime surcharge. Overtime comes into effect if time must be allowed to work after hours to complete the project. Overtime being after 17:00 weekdays, Saturdays, or public holidays. Overtime fees are calculated at R420.00 per hour.
COPYRIGHT
Outloud Media retains copyright and intellectual property copyright on ALL working files, whether layered or vector. To keep our prices reasonable, clients will only receive artwork in either PDF, PNG or JPG files. If Client wants to own the working files, please indicate this before signing this quote so that we can requote you to include the working files. The copyright will only be transferred once agreement has been signed by both parties and full payment for copyright (additional cost) has been received as per Copyright Act No 98 of 1978 (see Sec 21). If a vector/Photoshop file is needed for signage, printing or related activities, we will gladly send the file directly to the supplier with the understanding that the supplier cannot use it or any part of it to generate new business for the client without written permission from Outloud Media. If the copyright has been purchased, this will not apply.
COLOUR MATCHING
Exact colour matching will not be guaranteed on CMYK litho or digital printing. If a company has an exact colour that needs to matched – spot colour printing in form of exact Pantone colours is recommended and this needs to be briefed before quoting. A chromalin can be requested from a bureau and is the best method of colour matching. Outloud Media cannot take responsibility for incorrect colour matching without a chromalin. The chromalins and positives will be for the Client’s own account.
DELIVERY
Courier fees are for the Client’s own account. Please note that a written go-ahead on e-mail and payment of deposit without a signed Terms of Trade deem this agreement valid.
TERMINATION
This Agreement may be terminated in the event that any of the following occurs:
- Immediately in the event that one of the Parties breaches this Agreement or one of the conditions set forth in this Agreement and does not amend the breach within a period of seven (7) days.
- This Agreement will automatically be terminated when the services are completed.
CONFIDENTIALITY
- All terms and conditions of this Agreement and any materials provided during the term of the Agreement must be kept confidential by the Designer, unless the disclosure is required pursuant to process of law.
- Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Client.
- This section will remain in full force even after the termination of this Agreement.
OWNERSHIP
- The Parties agree that all work created by the Designer in the process of performing the services will remain the exclusive property of the Client, where he/she can use it without any restrictions.
GOVERNING LAW
- This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.
REPRESENTATION AND WARRANTIES
- The Parties agree and disclose that they are fully authorised to enter this Agreement. Both Parties’ performances and obligations are not to violate the rights of any third party or else violate other, if any, agreements made between them and/or any other organisation, person, business or law/governmental regulation.
DISCLAIMER OF WARRANTIES
- The Designer warrants to complete the Services listed in this Agreement as per the Client’s requirements and specifications. However, the Designer does not represent or warrant that such services provided in this Agreement will create additional sales, exposure, brand recognition, profits or other benefits.
- In addition to the above, the Designer holds no responsibility towards the Client in the event that the delivered work does not lead to the Client’s desired results.
LIMITATION OF LIABILITY
- Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) in the event that such is not related to the direct result of one of the Parties’ negligence or breach.
AMENDMENTS
- The Parties agree that any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement.
- Accordingly, any amendments made by the Parties will be applied to this Agreement.
ASSIGNMENT
- The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party, unless consented to by both Parties in writing.
ALTERNATIVE DISPUTE RESOLUTION
- Any dispute or difference whatsoever arising out of, or in connection with, this Agreement shall be submitted to arbitration, mediation or negotiation in accordance with, and subject to the laws of the Republic of South Africa.
ENTIRE AGREEMENT
- This Agreement contains the entire agreement and understanding among the Parties to it with respect to its subject matter, and supersedes all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to its subject matter. The express terms of the Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of its terms.
SEVERABILITY
- In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain in force in accordance with the Parties’ intention.
EFFECTIVE DATES
- This Agreement will begin upon receipt of acceptance of our quote in writing and continue until delivery of final approved work, as detailed in Quote.
The term of this Agreement may be extended if both the Client and the Editor agree in writing.
STATEMENT OF WORK
PROJECT DESCRIPTION
- Scope of the work will be according to accepted quote, and include title of project, number of pages/words, purpose of finished project,intended audience, format of final product (eg. print, magazine, hardcover book, newsletter) or electronic (PDF, ebook, HTML)
3. Type and level of editing (eg, heavy, light) to be carried out as envisaged in the quote, and may include structural editing, stylistic editing, copy editing and proofreading.
4. Client must provide Editor with text written in Client’s own words. Any text copied from other published materials, whether online or in print, may be quoted according to the “fair use” principle and the author/writer of such text credited accordingly. Refer to Clause 24 below for further clarification on copyright.
5. The Editor will deliver the completed product to the Client by email or uploaded HTML on or before agreed completion date.
CHANGES AND ADDITIONS
6. Any additions or changes to the project will modify the Statement of Work, may change the due date, and may be billed as additional work. Changes made to material that has already been submitted to the Editor for editing will be considered additional work.
7. The Editor will keep the Client informed of additional work that is required or recommended and request the Client’s approval for any additional work, associated expenses, and changes in the project deadline.
8. The Client and Editor agree that requests for additional work and renegotiated deadlines or fees will be notified in writing.
DEADLINE
9. The work plan requires that both the Client and the Editor meet the agreed milestones. Adjustments to the work plan may be required if the agreed milestones are not met.
DELIVERY DETAILS
10. Editing or copywriting work will be done in MS Word (using track changes and comments) or directly on Client’s website (subject to Client approval before site goes live).
11. Inherent Qualities: Digital files may become corrupted or erased with improper use, and storage media (eg, DVDs) may degrade over time. It is the Client’s responsibility to ensure the safekeeping and stability of the files once the Editor has released them to the Client.
FINANCIAL DETAILS
Fees/Rate
Deposit: A non-refundable deposit of 50% is required before work will begin on the project. This amount will be credited toward the total amount owing for the project.
12. Expenses: The Client will reimburse the Editor for expenses incurred in fulfilling this agreement [Expenses to be billed may include photocopying, printouts, long-distance calls, parking, couriers and postage, or travel (mileage or meals)].
13. Invoicing: The Editor will invoice the fees when the project is complete. All work, including edits, drafts, notes, and research, is the exclusive property of the Editor until the Client’s account is paid in full. Once the Client pays all fees due under this Agreement, any copyright the Editor may have in the product developed under this Agreement will transfer to the Client.
14. Copyright in an original work automatically belongs to the person who created the work. Editing that work does not change the author’s copyright in the original work.
If the project exceeds 30 days, the Editor will send interim invoices bi-weekly for work completed. The Editor has the right to stop work on the Client’s project if any interim invoice remains unpaid for more than seven (7) days.
15. Overdue Payments: The Client will pay the Editor within five (5) working days of receiving the Editor’s invoice. Any payment after the due date is subject to late fees of 2% per month (26.8% per year).
OTHER TERMS AND CONDITIONS
EDITOR’S STATUS
16. The Editor is an independent contractor. Nothing in this Agreement will be understood to create a partnership, joint venture or co-venture, agency, or employment relationship between the Client and the Editor.
17. The Editor is free to provide services to other clients as long as there is no interference with the Editor’s obligations to the Client as outlined in this Agreement.
18. Sub-Contracts: The Editor may act on behalf of the Client to contract, at the Client’s expense, with other individuals or companies to provide additional services, such as writing, photography, illustration, pre-press services, printing, fabrication, programming, or manufacturing. The Client agrees to pay these expenses and to be bound by the terms and conditions of these sub-contracts.
19. At the option of the Editor, the Client may credit the Editor for the work developed under this Agreement.
CONFIDENTIALITY & NON-DISCLOSURE
20. The Client will provide all information that has a direct bearing on the successful outcome of the project and will inform the Editor in writing of any portion of the work or related information that is confidential. The Editor will hold in confidence and not disclose the confidential information to any third party, except with the Client’s written consent or as required by law with prior notice to the Client.
21. The Editor will take all reasonable steps to safeguard and prevent the loss, destruction, or unauthorised access, use, or disclosure of the confidential information using a reasonable degree of care and no less than the same degree of care used to protect the Editor’s own
confidential information. The Editor will promptly return to the Client or destroy, as directed by the Client, confidential information and any other Client property requested by the Client at any time.
22. The Editor will not make any unauthorised use of any of the Client’s trade secrets, confidential information, proprietary property, trademarks, or copyrighted materials.
23. The Client agrees that the Editor may use the product completed under this Agreement as part of the Editor’s portfolio (including websites, galleries, and other media) solely for the purpose of showcasing the Editor’s work but not for any other purpose. The Editor agrees not to publish any confidential or non-public work without the Client’s prior written consent.
USE OF COPYRIGHTED WORK
24. The Editor will endeavour to flag elements of a work that may require copyright permissions and, depending upon the terms specified in this Agreement, may assist the Client in obtaining the necessary permissions. However, unless otherwise specified in this Agreement, the Client accepts responsibility for complying with copyright laws and obtaining the necessary permission to use any elements of provided text, graphics, photos, music and song lyrics, designs, trademarks, or other created work to be included in the final product.
WARRANTIES
25. Editing is a process of offering advice and suggestions to the Client. While the Editor will make every effort to identify and bring questionable material to the Client’s attention, it is not possible to guarantee error-free content.
26. The Editor’s responsibility is limited to notifying the Client of any suspected or unresolved issues within the edited work. The Client is responsible for accepting (or rejecting) the Editor’s suggestions and resolving any issues identified by the Editor (eg, suspected plagiarism).
27. Rejecting or disliking the Editor’s suggestions is not a basis for refusing to pay the fees outlined in this Agreement.
INDEMNITY & LIABILITY
28. The Editor will comply with all applicable laws in the course of performing the services.
29. The Client agrees to indemnify the Editor from any and all claims or demands, including legal fees, that arise out of any alleged libel, copyright infringement, or other legal or contractual issues created by the Client in writing, revising, publishing, or otherwise using the work.
30. Failure to Perform: If the Editor cannot perform the duties outlined in this Agreement for reasons beyond the Client’s or Editor’s control, the Editor will refund any amount paid by the Client for services not delivered, including any portion of a deposit, if paid. The Client will not have any further liability with respect to the Agreement.
31. The Editor will not be liable for any amount in excess of the fees due under the Agreement. This limitation on liability also applies if information or materials are damaged or lost without fault on the part of the Editor.
TERMINATION
32. This Agreement may be terminated by the Client or the Editor in writing. If the Agreement is terminated, the Client will pay the Editor, as specified under Financial Details, for work done and expenses incurred up to the date of termination. Subject to the terms for a deposit, any fees advanced will be credited against the amount due.
33. Kill fee. If the project is rescheduled, postponed, or cancelled, or if there is a breach of contract by the Client, the deposit is non-refundable. The Client also agrees to pay all of the Editor’s costs and fees incurred up to the time of rescheduling, postponing, or cancelling.
34. The provisions of this Agreement that by their nature are intended to extend beyond its termination will survive and remain in effect despite the completion of the services or the termination of the Agreement. This includes the sections of this Agreement required for its interpretation and enforcement.
NOTICE
35. Notice by one party to the other under or for the purposes of this Agreement (including for the purpose of modifying it) will be in writing and will be sent by email to the address used in regular correspondence under this Agreement.
36. Communications by fax or email will be considered to have been given and received at the time of delivery or transmission if that delivery or transmission occurs prior to 4 pm on a business day, failing which the communication will be considered to have been given and received on the next business day. For the purposes of this Agreement, a business day means any weekday that is not a holiday.
DISPUTE RESOLUTION
37. The Client or the Editor may request that any dispute arising out of this Agreement be submitted to binding arbitration before a mutually agreed-upon arbitrator in accordance with the arbitration legislation of the governing province or territory. The arbitrator’s decision or award will be final.
APPLICABLE LAW
38. This Agreement will be governed and interpreted in accordance with the laws of the Republic of South Africa.
39. If any part of this Agreement is found to be unlawful, void, or for any reason unenforceable, it will be considered separate from this Agreement and will not affect the validity and enforceability of the remaining Agreement. If either the Client or the Editor waives a breach or default under this Agreement, the waiver will not apply to a repeat of the same breach or to a breach or default of another clause in the Agreement.
MODIFICATION OF AGREEMENT
40. Any modification of this Agreement must be in writing and acknowledged in writing by both the Client and the Editor.
SIGNATURES
41. The Client and the Editor each confirm that they have full power and authority to enter into this Agreement and acknowledge that their electronic signatures are sufficient proof of accepting the terms of this Agreement.