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Terms of Service

I/We, the undersigned, (“the Client”) do hereby appoint CULTITHRIVE (PTY) LTD  – (hereafter referred to as “the SERVICE PROVIDER”) in connection with: 

Facilitating or Executing a process/project concerning a specific agreed Objective for the client, which entails a comprehensive process of preparation, assessment and physical execution, and any matter arising from, incidental or relating thereto as well as any subsequent matters or instructions dealt with on the client’s behalf or behalf of any other entity/person or any matter in respect of or involving an entity/person that I/we herein assisted or have any form of interest in the matter.

This appointment shall hereinafter be referred to as “the Agreement”. This AGREEMENT is given to the SERVICE PROVIDER under the terms and conditions set out hereunder.

  1. The AGREEMENT shall serve as the requisite authority to proceed to the end and determination of the matter (or matters) referred to above unless this AGREEMENT is terminated in writing before such end and determination.
  2. The terms contained herein will apply to the matter presently referred to the SERVICE PROVIDER by the Client as set out above, as well as any matter/s incidental thereto or additional/subsequent instructions the Client may give to the SERVICE PROVIDER either in their capacity or in their capacity as representative of another person or in their capacity as representative of any business and/or juristic person.
  3. If the Client signs this on behalf of a legal entity or any (other) person (whether natural or juristic), the Client warrants that s/he has the necessary authority to do so and s/he accepts that s/he will be jointly and severally liable for the due and proper payment of the SERVICE PROVIDER’ accounts, bills of cost, fees and disbursements.
  4. The SERVICE PROVIDER’s rates and fee structure are strictly based on free agreement and negotiated and agreed upon before commencement. Cultithrive (Pty) LTD is a private company and not subject to prescribed fee guidelines.
    1. The Fee negotiated for payment for services/ consultancy – to Cultithrive (Pty) LTD is the amount as per the formal invoice provided. The amount as recorded on the Service Provider invoice is not necessarily the full and final amount as it may only represent the first payment amount or may not include amendments costs during the process. A minimum first payment amount is required before commencement, free from any deductions. Depending on the scope of the project or the project cost and time, full payment may be required. (Normally small Projects)
  5. The initial first payment referred to above is not a price quotation of any kind, but a payment the SERVICE PROVIDER requires to cover the ongoing disbursements and to use based on the nature of their profession. This amount is non-refundable.
  6. .It is understood that the SERVICE PROVIDER cannot predict the course of matters, applications (including without limitation licenses, related matters) as well as matters involving negotiations, alterations or amendments and can therefore not, guarantee the exact outcome or the exact duration. Since Web Development is a fluent process alterations or increased functionality may incur an increase in cost/pricing and time.
  7. The Client acknowledges and agrees that Design work for example, but not limited to,  Logo, Colour, Cosmetic look and feel will as far as possible be discussed with the Client. The Client however acknowledges that many of these preferences with regards to the aspects in this paragraph 10 often refer more to the personal taste and preference of the Client than it refers to actual functionality. The Service provider will endeavour to accommodate the Client as far as possible. Alterations even though just cosmetic may carry a cost. If any alteration is made to a Client Approved Design by the Client this will have a cost implication. When the Client requests any printing which may involve third-party contracting the Service Provider will as far as possible conform to industry standards pertaining to that specific product or process. It is the responsibility of the Client to communicate before the activation of an order should the Client want certain material or special requests (for example specific paper or ink) to be used. This of course may carry extra cost. If a Client does not specify any special request the final product must be paid in full by the Client and any alterations or second “runs” will be for the Client’s account.
  8. The SERVICE PROVIDER may appoint service providers they deem necessary. The client will make the final decision in such appointments if such cost is paid by the client.
  9. Client agrees to and hereby indemnifies the SERVICE PROVIDER in full, against any claims, liabilities, costs and expenses paid or incurred by the SERVICE PROVIDER on his/her (the client) behalf at any time and in any way arising out of the services in connection with this or any matter the SERVICE PROVIDER may attend to on his/her behalf.
  10. The SERVICE PROVIDER may withdraw as SERVICE PROVIDER  or terminate this agreement for good cause by giving Client written notice at the last known email or physical address, inter alia, if:
    1. .Of Client’s failure to pay any account, bill of cost or fees or disbursements/payment timeous in terms of the AGREEMENT; or
    2. If the SERVICE PROVIDER determine, in their sole discretion, that they are not in a position to properly perform the AGREEMENT given by the Client; or
    3. The SERVICE PROVIDER considers, at their sole discretion, that any part of the conduct required to be undertaken by them is inappropriate.
    4. Should the client cancel this agreement the client will remain responsible and accountable for fees and cost as agreed. The SERVICE PROVIDER sells time and expertise and such calculation will be done at the SERVICE PROVIDER’s discretion. If the client accepted a preset fee such fee will be payable unless an agreed settlement is reached. The client accepts and acknowledges that the client may not be aware of the preparation and other time-consuming activities performed by the SERVICE PROVIDER or his personnel, as they may not be visible.
    5. Any correspondence via electronic form following this agreement will form part of this agreement and not supersede this agreement unless so agreed by the parties in writing. 
    6. No indulgence that any party shows to any other party will in any way prejudice or be deemed to be a permanent waiver of its rights hereunder and any extension, waiver, relaxation or suspension which is given by a party to another will be construed as relating solely to the matter for which it was given.
  11. CONFIDENTIALITY 

 Each party may be given access to Confidential Information from the other party.

  1. A party’s Confidential Information shall not be deemed to include information that:
    1. is or becomes publicly known other than through any act or omission of the receiving party;
    2. was in the other party’s lawful possession before the disclosure;
    3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure
    4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
    5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    6. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement
    7. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
    8. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party

12. The SERVICE PROVIDER shall be entitled to retain all documentation in their possession, whether prepared by them or not and/or any monies retained in their account received from Client in relation to such matter which has been retained for some other purpose than the payment of the SERVICE PROVIDER account, bills to settle any outstanding fees owed to the Service Provider.