Terms and Conditions
Last updated: July 21, 2023
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Country refers to: South Africa
Company (referred to as either "Freelancer", "the Freelancer", "the Company", "We", "Us" or "Our" in this Agreement) refers to Robin Louw, POSTNET SUITE 63, P BAG X9190, CAPE TOWN 8000.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Service refers to the Website or Services offered by the Company.
Deliverables refers to items paid for by the Client.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. This Terms and Conditions agreement has been created with the help of the Terms and Conditions Generator.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Robin Louw - Feelance Visual Designer, accessible from http://roblouw.com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable (referred to as "Client" in this Agreement).
Intellectual Property Rights
Ownership of Deliverables
Subject to Freelancer and third-party rights in Pre-Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Client, and Freelancer hereby assigns such rights to Client. Freelancer agrees that Client will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Freelancer for additional compensation and without challenge, opposition or interference by Freelancer and Freelancer will, and will cause each of its Personnel to, waive their respective moral rights therein. Freelancer will sign any necessary documents and will otherwise assist Client in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.
No Rights to Client Intellectual Property
Except for the limited license to use materials provided by Client as may be necessary in order for Freelancer to perform Services under this Contract, Freelancer is granted no right, title, or interest in any Client Intellectual Property.
Confidentiality
Confidential Information
For purposes of this Contract, "Confidential Information" shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Freelancer hereunder). Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independently of any information originating from the Disclosing Party.
Client Confidential Information
The following constitute Confidential Information of Client and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, "know-how", marketing techniques and materials, marketing and development plans, Client names and other information related to Clients, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract. Freelancer will not use Client’s name, likeness, or logo (Client’s “Identity”), without Client’s prior written consent, to include use or reference to Client’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.
Non-Disclosure
The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentation, and records which in any way incorporate Confidential Information.
Right to Disclose
With respect to any information, knowledge, or data disclosed to Client by the Freelancer, the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and that Client shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Client’s use of any information, knowledge, or data disclosed by Freelancer must be made known to Client as soon as practicable and in any event, agreed upon before the start of any work.
Termination
Rights to Terminate
Client may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon prior written notice to Freelancer.
Freelancer may terminate this Contract upon thirty days prior written notice provided there are no open projects at the time notice is given.
Client may terminate this Contract and/or any open projects immediately for cause if the Freelancer fails to perform any of its obligations under this Contract or if Freelancer breaches any of the warranties provided herein and fails to correct such failure or breach to Client’s reasonable satisfaction within ten (10) calendar days (unless extended by Client) following notice by Client. Client shall be entitled to seek and obtain all remedies available to it in law or in equity.
Upon termination of any project or work given Freelancer hereunder, Freelancer will immediately provide Client with any and all work in progress or completed prior to the termination date. As Client’s sole obligation to Freelancer resulting from such termination, Client will pay Freelancer an equitable amount as determined by Client for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination
Upon termination or expiration of this Contract or a project performed by Freelancer hereunder, whichever occurs first, Freelancer shall promptly return to Client all materials and or tools provided by Client under this Contract and all Confidential Information provided by Client to Freelancer.
Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract.
Limitation of Liability
Except as set forth in the section below, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor loss of data, profits or revenue, cost of capital, or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages.
Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to Contractor’s obligation under the indemnification of confidential information sections of this agreement of either party’s liability to the other for personal injury, death, or physical damage to property claims.
Miscellaneous
Assignment
Freelancer shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Client. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.
Severability
The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.
Independent Contractor
Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Freelancer and Client. Client and Freelancer agree that Freelancer is, and at all times during this Contract shall remain, an independent contractor.
Force Majeure
Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay, the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Freelancer and Client. If the delay remains in effect for a period in excess of thirty days, Client may terminate this Contract immediately upon written notice to Freelancer.
Payment
Amounts owed to the Company by the Client are Payable by Bank Transfer or PayPal.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Governing Law
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
Translation Interpretation
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
By email: rob@roblouw.com