GLOSSARY OF TERMS
STERLING WEB ~ Sterling Web Solutions CC – Digital Marketing Provider
CLIENT ~ Company or private individual legally bound by this Agreement
PARTY/IES ~ The Client and or Sterling Web
SLA ~ SERVICE LEVEL AGREEMENT. Contract & Agreement of Services between Sterling Web and the Client defining the level of Service & Service definitions as expected by the Client.
CMI ~ CLIENT MANDATE INSTRUCTIONS. This is a signed instruction by the Client advising Sterling Web whom we may accept instructions from within the Clients organisation for various Service or change requests.
DOA ~ DEBIT ORDER AGREEMENT.
DAS ~ DIGITAL ALIGNMENT STRATEGY
PPM ~ PRODUCT PRICING MATRIX
SEM ~ SEARCH ENGINE MARKETING OR SEARCH MARKETING
SEO ~ SEARCH ENGINE OPTIMISATION
SERVICE ~ Any Service / product provided by Sterling Web
TIMEBLOCKS ~ TimeBlocks are purchased in blocks of 2 hours each at rates as per Sterling Web’s PPM via once off debit order or EFT. Time left over after usage is carried over to the next month. All TimeBlocks are once-off non-refundable purchases and are valid for a 12 month period from date of purchase. You will be notified each month of your TimeBlock Balance together with your monthly hosting invoice. TimeBlocks may be required for a product or Service that falls outside of a specific package or for certain design/technical complexities.
VALIDITY. These T&Cs are valid for all Sterling Web Services as per signed Service level Agreement (SLA) and Debit Order Agreement (DOA)
HEADINGS & 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.
RIGHT TO CHANGE. Sterling Web reserves the right to change its rates and T&Cs with respect to all Services at any time and all such changes shall be effective immediately as published on its website, except for rates which would be effective after a one month calendar period, when published by Sterling Web.
RESPONSIBILITY. It is the Clients responsibility to frequent these T&Cs from time to time and to familiarise themselves with the terms and also to not make any assumptions but rather to request confirmation or explanation from Sterling Web in respect of any possible issues they feel the need clarification or discussion.
ENTIRE AGREEMENT. The Client warrants and agrees that a signed SLA and DOA together with these T&Cs constitutes the entire Agreement and understanding for Services between Sterling Web and the Client. A signed SLA Agreement supersedes all prior understandings and documents relating to the subject matter of this T&Cs.
COMMENCEMENT. This Agreement shall begin when both Parties sign and shall continue until all Services are complete and delivered, or until the Agreement is terminated.
TERM AND TERMINATION. Either Party may terminate this Agreement at any time, on a full calendars months’ written notice.
BREACH. 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 / ALTERATIONS. All notices must be signed by the authorised mandated signatory / business owner. 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. Notice is to be given either in writing to Sterling Webs’ domicilium address: Postnet Suite 096, Private Bag x1037, Germiston, 1400 or by fax to (+27) 086 661 5088 or by e-mail to admin@SterlingWeb.co.za.
TRANSFER OF RIGHTS. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other Party.
SOUTH AFRICAN LAW. These T&Cs shall be interpreted solely in accordance with the laws of the Republic of South Africa. Should any term or condition be declared illegal or otherwise unenforceable, it shall be removed without affecting the legality or enforceability of the remaining portions. This Agreement shall be governed by the law of the Republic of South Africa. If any provision of this Agreement is held invalid or unenforceable, the remaining portions 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.
Sterling Web is an independent company & shall determine, in its sole discretion, the manner and means by which Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither Party is authorised to act as agent or bind the other Party except as expressly stated in this Agreement. Sterling Web and the work produced or deliverables prepared shall not be deemed a work for hire as defined under Copyright Law. All rights granted to the Client are contractual in nature and are expressly defined by this Agreement.
GENERAL. Set-up fees and any once-off fees are payable together with the first month’s Service fees via Debit Order or EFT. Debit orders are to commence and continue from the time that Service is provided to the Client and from the date that the SLA is signed.
PAYMENT IN ADVANCE. Fees are required to be paid in advance for Services to run / be provided to the Client. The Client agrees to pay Sterling Web in advance of Services for the required fees including VAT as listed in the SLA and DOA as per PPM. All invoices are payable upon presentation and payment is required in advance of any Service being scheduled or carried out.
LIQUIDATION OR INSOLVENCY. If a Client 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; in the event of termination, the Client shall pay Sterling Web for Services performed through the date of termination in the amount of a prorated portion of the fees due. The Client shall pay all expenses, fees, and additional costs incurred through the date of termination. The Client shall not be entitled to any refund of amounts which Sterling Web Solutions, (Sterling Web), has withdrawn while this authority is in force.
NON-PAYMENT / LATE PAYMENT. Monthly payments in advance will be required to ensure that the Client’s Services are not cancelled / placed on hold by Sterling Web. Monthly payments not received, as per the signed SLA & DOA shall be deemed to be in arrears & a minimum monthly service fee of 10% percent, or the maximum allowed by law, is payable on all overdue balances. Should a Client’s payments be in arrears for a period longer that forty-five days, Sterling Web will be entitled, (but not obliged), to cancel the SLA with the Client and to claim damages and costs from the Client, (including collection costs and attorney’s fees on an attorney and Client scale). The Client’s Service will only be reinstated once overdue monies have been paid / recovered by Sterling Web.
RIGHT TO DENY. Sterling Web reserves the right to deny Service to a Client based on late / non-payments. In this regard the Client may be requested to transfer their Services to another Service Provider.
UNPAID DEBIT ORDERS. A minimum fee calculated at 10% of the value of unpaid debit orders will be charged to a Clients account for any unpaid debit orders and these unpaid debit order fees will be added onto the client’s future debit order dates for full recovery.
TRANSFERING SERVICES AWAY. All outstanding fees including Service fees for overdue amounts need to be paid in full before Sterling Web will allow for Services to be transferred away. 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.
CHANGES TO PROJECT SCOPE
WRITTEN REQUEST. If Client wants to change the scope of work for any Service after acceptance and signature of a SLA, the Client shall send Sterling Web written requesting such change describing the requested changes in detail. Sterling Web shall within 2 days of receiving such change requests respond with a statement proposing Sterling Web’s availability, additional fees, changes to delivery dates, and any modification to the SLA / T&Cs. Sterling Web will evaluate each change request at its standard rates and charges.
PAYMENT. The Client will be billed on a time and materials basis at Sterling Webs hourly rate. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Sterling Web may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have 2 days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Sterling Web will not be obligated to perform any Services beyond those in the original Agreement and the Client will be obligated to fulfil proper payment as per original signed SLA for work / Services completed.
LIABILITY / DAY-FOR-DAY EXTENSION. Sterling Web will not be held responsible for any delays on the Client’s part regarding the completion of any Service. Any delay by the Client will result in a day-for-day extension of the due date for all relevant deliverables. 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 for 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 Agreement, power failure, fire, flood, acts of God, labour disputes, acts of war, terrorism, epidemics and riots.
PAYMENT. The Client shall use all reasonable efforts to provide needed information, materials and approvals to Sterling Web when requested. Should delays caused by the Client become excessive on Sterling Web, Sterling Web will be entitled, (but not obliged) to charge for extra time taken to complete the Service at Sterling Web’s current hourly rates. Excessive delays that have an exhausting effect on Sterling Web on completing certain Services may result in Sterling Web insisting on final / balance (of) payments be processed regardless of the expected completion of these affected services.
ACCREDITATION AND PROMOTION
Sterling Web shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Sterling Web in the designed materials on each page of the Clients website. Sterling Web retains the right to reproduce, publish and display any designed materials in Sterling Web’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 such designed materials in connection with such uses.
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 of a non-disclosure agreement.
REPRESENTATIONS AND WARRANTIES
Client represents and warrants to Sterling Web that to the best of Client’s knowledge, use of the Client content does not infringe the rights of any third Party. Sterling Web represents and warranty to Client that to the best of Sterling Web’s knowledge, the deliverables will not violate the rights of any third Parties. Except for the express representations and warranties stated in this Agreement, Sterling Web makes no warranties whatsoever. Sterling Web 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 and services.
The Parties agree to attempt to resolve any dispute by negotiation between the Parties. If the 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. The prevailing Party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation. The Client hereby agrees to the use of these T&Cs subject to South African Law and the Parties to any dispute or action hereby submit to the exclusive jurisdiction of the South African Courts in the Ekurhuleni Metropolitan District.
CMI – CLIENT MANDATE INSTRUCTIONS
This is a signed instruction by the Client advising Sterling Web whom we may accept instructions from within the Clients organisation for various Service or change requests. Typically the Mandate would refer to a person that would be authorised to change the digital strategy of a SEM campaign right down to a person who may request new email accounts or simple text changes on a Client’s website / Service. It is the Clients’ responsibility to ensure that Sterling Web are updated of any changes to the signed mandate. Should Sterling Web receive instruction from within the Clients organisation that are not on the mandate then Sterling Web will notify the mandate holder.
It is the Client’s responsibility to advise Sterling Web in writing of any changes to their contact details such as, business name, address, and telephone numbers etc in order for Services to be updated accordingly. Same day updates are on a best efforts basis and will only be considered if received electronically before 1pm each day. Otherwise updates are based on a two day turnaround time, excluding weekends and public holidays. The Client takes full responsibility to ensure that email addresses listed on website pages or response / contact forms are routing email to the relevant email address and that they have these email accounts configured to receive mails accordingly. It is the client’s responsibility to ensure that their company products / services / prices / rates and all other information is up to date and displayed correctly.
E-COMMERCE. Shop websites such as our Monarch plan Sterling Web will upload and configure 25 products into the online shop integrated with either PayPal. PayFast, PayGate or any other industry best payment gateway system. It is the Clients responsibility to open the merchant account with the relevant authority.
WORDPRESS DESIGN CHANGE. All plans on Sterling Web’s packages allow for limited theme changes within the confines of the relevant templates to maximise speed and minimise vulnerability. Should a Client require custom development then TimeBlock purchases may be required.
GOOGLE CHROME COMPATIBILITY. Google Chrome is the only browser that Sterling Web builds to be compatible on. No other browser is fully supported.
HTTPS. SSL certificates are only included on ecommerce packages where full shop hosting is being paid or where a full Plan / Package was purchased such as the Monarch Plan as per PPM.
DOMAIN NAME REGISTRATIONS. Subject to payment & availability. Registration with relevant domain name authorities may require legal company proof / ownership. Renewal fees must be paid 60days prior to expiry via DOA
EMAIL PRIMARY SETUP. All Emails must be set up as pop3 accounts primarily. Secondary setups may be configured as IMAP accounts. Email Messages must be set to delete after 14 days or less as Sterling Web does not store emails on servers for longer than 14 days once downloaded. It is the Client’s responsibility to perform email backups once they have downloaded their mail. (eg pst backup files within Microsoft outlook etc).
BULK MAIL. Sterling Web strictly prohibits the sending of bulk mails from its server. Clients are not permitted to use our servers for sending out newsletters to distribution lists via our servers. Clients need to make use of third-party mail software for bulk mail sending only after they have consulted with Sterling Web to ensure their mail lists are clean. Should it be found that a client is not adhering to the rule Sterling Web may request the client to transfer its services to another Host.
BANDWIDTH. Bandwidth and server space limits & fair usage best practise standards are applicable to all Clients. Sterling Web provides generous limits on both bandwidth and server space in order to alleviate unnecessary billing. However fair usage conditions apply. Should it be found that a Client’s account or Service is being abused Sterling Web reserves the right to suspend Services and charge the Client accordingly for bandwidth or server space overused.
BACKUPS / WORDPRESS WEBSITES. Sterling Web performs website backups fortnightly. In the event of the Client having access to their website and certain pages / plugins are deleted in error by the Client, Sterling Web will then be able to roll back the Clients website to the last available backup and any changes or enhancements to the site since the last backup will be lost and irrecoverable.
IT SUPPORT – RESOLVING EMAIL ISSUES. The Client acknowledges that Sterling Web provides authenticated email account Services and further management of email accounts is for the Client’s IT department to handle and assist. The Client acknowledges that Sterling Web is not an ISP (Internet Service Provider) but a HOSTING Service provider. It is the Client’s responsibility to trouble shoot and resolve with their IT department or IT Support Company the reasons for mail errors and sending / receiving errors. Sterling Web will troubleshoot any problems reported by a Client with regard to email errors / problems. If the problem is due to an omission by Sterling Web then no charge will be made to the Client. If the problem is not due to an omission by Sterling Web then the Client will be charged in accordance with TimeBlock rates for time spent on each instance.
SEARCH MARKETING SERVICES (SEM). The Client understands that the commencement of an SLA for SEM Services is based on one full month calendar payment in advance including relevant setup fees as quoted. Sterling Web agrees to provide the Client with SEM Services as per SLA using specific keywords relevant to the Client’s industry as per Digital Alignment Strategy (DAS) meetings / insight meetings. Client agrees that Sterling Web owns all proprietary and intellectual property rights (including copyright), registrable or not, for all SEM deliverables including documents, presentations, reports, software provided or prepared by Sterling Web to provide Services including the source code and SEM tactics used by Sterling Web to optimise any websites. The Client acknowledges that Search Engines are third Party systems with numerous variables, algorithms and indexing processes and that SEM including SEO is controlled by numerous factors outside the direct control of Sterling Web. Sterling Web will apply best practice skills & techniques which are accepted industry standards to improve the Client’s SEO Rankings but Sterling Web cannot guarantee the Client of any specific placements or rankings on any Search Engine whatsoever unless the Client expressly indicated that he or she is prepared to increase their budget and bid to 1st page positioning using Google AdWords.
GOOGLE ADWORDS® IMPLEMENTATION. The Client confirms that they have given permission to Sterling Web to create a Google AdWords™ account on their behalf. The Client’s account will be deemed active once Google™ has approved the campaign. Sterling Web is not liable if Client’s account is rejected and fees will not be refundable for work carried out. All payments to Sterling Web with regard to the SEO Services are non-refundable. Furthermore the Client understands that in order for SEM Services to be fully effective and noticeable in certain industries (competition / supply and demand dependent) a minimum period of 4 months would be required for Services to run. SEM monthly management fees are subject to an inflationary linked (CPI) increase every 12 months from commencement of Services. The Client fully understands that all Services set up by Sterling Web, remain the property of Sterling Web in respect to AdWords Campaign specifics and analytical reporting specifics. This is due to the intellectual property that is invested into the success of the Service. The Client may not under any circumstances transfer any accounts created by Sterling Web for the purpose of transferring Services away from Sterling Web. The Client would need to have the new Service provider set up new SEM services. The Client will only be entitled to his website file in a RAR backup should he transfer his site away from Sterling Web or should he decide to cancel Services. The Client cannot hold Sterling Web responsible for anything negatively affecting the Client’s business sales, operations, turnover or profitability that the Client may claim as a result of SEM Services offered by Sterling Web.
NO LEGAL REASON. The Client agrees that there exists at the commencement of this Agreement, and for all periods hereunder, no legal reason that Sterling Web should refuse Services to the Client and that the Client’s use of the Service is not for any illegal, immoral or injurious purposes. Sterling Web reserves the right to remove any illegal, immoral or offensive material from the Client’s website / Service at any time.
LIABILITY. Sterling Web shall not be liable for failures or delays in performance causing any Service to be interrupted or suspended, resulting directly or indirectly from any cause or circumstance beyond Sterling Web’s reasonable control. In no event shall Sterling Web 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 Sterling Web, even if Sterling Web has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
INDEMNIFICATION. The Client indemnifies and holds Sterling Web, its officers & employees harmless from and against any loss, claims, demands, expenses (including attorney’s fees), or liability of whatever nature or kind (including without limitation, negligence and copyright claims), of the Client or of third Parties arising out of the use of the Service provided under these T&Cs.
CHANGES TO RATES AND T&CS. Sterling Web reserves the right to change its rates and T&Cs of this Agreement with respect to the Service at any time and all such changes shall be effective immediately, except for rates which would be effective after a one month’s calendar notice period, when published by Sterling Web.