General Terms & Conditions of True North Design (Pty) Ltd t/a North VCA.

General Terms & Conditions of True North Design (Pty) Ltd t/a North VCA.


1.
All costs provided exclude VAT (where applicable) and are valid for 14 (fourteen) days from the date of the quotation.

2.
The fees agreed are based upon our scoping of the project and what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be agreed if there are significant variations to the scope or due to factors or delays outside of our control, provided the client’s prior written approval has been obtained in respect of these additional charges. Charges are unlikely to deviate from those quoted unless requirements change significantly.

3.
No creative or development work will commence until NORTH VCA has received written approval of the estimated costs/quotation (by hand or by email) and a minimum deposit of 50% (fifty percent) of the agreed costs/budget (unless otherwise agreed in writing). This ensures that NORTH VCA is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage. The parties agree that NORTH VCA shall not invoice the client or incur any costs on its behalf until a final written quotation is received and accepted in writing by the client (related to the estimated costs). Furthermore, any work not specifically covered in such written quote(s) shall require separate prior written approval by client.

4.
Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. on delivery of printed items, publishing of website, sending of e-shot etc.). Failure to make final payment at this point may result in delays in project delivery.

5.
If a quotation has been provided where a job will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before NORTH VCA is able to progress to the next stage. Where a job has been quoted in two halves (initial 50% (fifty percent) deposit and final 50% (fifty percent) balance) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of NORTH VCA.

6.
Any third-party services that are provided by NORTH VCA will require a minimum up-front payment of 75% (seventy five percent) of the agreed cost/budget. Please note that NORTH VCA will be unable to render the services referred to herein without receipt of and proof of payment.

7.
Unless otherwise stated above or previously agreed in writing, all invoices are due within seven days of invoice date. Please note paragraphs 3, 4, 5 and 6 above and how this could have an impact on timelines.

8.
Unless otherwise agreed in writing, work will usually commence within 10 (ten) working days of receipt of the agreed deposit. Any anticipated completion date provided by NORTH VCA is subject to options chosen and client co-operation in respect of the provision of information, resources (logos, images etc.) and approval of any material presented to the client. NORTH VCA will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amendments requested, or additional requirements may potentially result in delays. Timelines provided are an estimate and NORTH VCA will not be held liable if the project over-runs due to delays caused by the client and or suppliers passing information or approval processes, or any third party issues or force majeure.

9.
The estimated costs/budget provided allow for the presentation of a minimum of 2 (two) creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, NORTH ACCEVCA PwiTll dANCEevelop a further round of additional creative development and presentation. If after this second round there is still no agreement on direction, NORTH VCA reserves the right to potentially bring to an end any further discussions with the client with no refund of the deposit or other payments made previously, provided that the deposit other payments referred to herein, strictly relate to the work presented to but not accepted by the client.

10.
The estimated costs/budget provided allow for a maximum of 2 (two) sets of client amendments after which time additional charges may become payable, subject to the prior written approval of the client.

11.
At the end of each stage of the process (including - but not limited to - before sending an item to print /publishing a website/execute spatial designs etc.) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until NORTH VCA is in receipt of written approval confirmation. Any amendments to work after signed approved may incur additional charges for further time spent, provided that NORTH VCA undertakes not to incur any additional charges without the prior written approval of the client.

12.
The estimated costs/budget provided allow for occasional meetings at key stages for a reasonable period of time between NORTH VCA and the client. Some meetings may incur additional charges for time spent, subject to the client’s prior written approval.

13.
Unless otherwise specified, costs quoted exclude the following where relevant: (production) print; commissioned illustration, photography or stock images; copywriting; web hosting; couriers; other third-party costs incurred etc.

14.
NORTH VCA recommends that clients use our preferred suppliers and is able to provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. We always seek a number of quotations from our trusted suppliers and provide a complete management service. Although clients are not contract-bound to use NORTH VCA to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own supplier, NORTH VCA will do their utmost best to facilitate the process but cannot be held directly responsible for the quality of the final product/deliverables.

15.
Clients should be aware that due to a variety of factors there will often be variance in colours shown between colours on screen, printer’s proofs, and final printed items. The same apply for spatial design concepts & spatial technical drawings. The real space could be slightly different then on the technical drawings. For approval sign-off the client shall work with a printer’s proof. These factors are determined by the source of the print or visual (each output source e.g. NORTH VCA printer, the client’s printer, the image setter, the monitor etc. will differ from the other), the types of inks or make-up of colours, the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc.) used, individual preferences (ambient light, personal computer settings etc.) and several other reasons. As a result of this NORTH VCA is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. The same applies for the spatial design concepts & spatial technical drawings. The wall in the actual space could be slightly skew inter alia. NORTH VCA does not accept any responsibility for colour variations and or spatial technical drawings variations as a result of these indeterminate factors.

16.
Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of NORTH VCA. Full copyright and ownership of all ‘commissioned’ work will reside with NORTH VCA until full payment has been received, at which point NORTH VCA will cede, assign and make over to the client, all claims of ownership and copyright for all work produced, including alternative designs, options, files, images or documents developed throughout the process. This does not include the copyright and design ownership in any three dimensional objects created as design pieces in any brief. The copyright and design ownership of three dimensional objects is retained by NORTH VCA for its exclusive ownership and future use. This agreement is subject to appropriate credit and acknowledgment appearing and NORTH VCA.’s right to use all other work created for self-promotion in its portfolio, in presentations, in advertising, in print and online.  

17.
NORTH VCA undertakes not to infringe upon any copyright and/or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to NORTH VCA. Clients are responsible themselves for applying for the protecting of any intellectual property created by NORTH VCA on their behalf albeit trade mark or design applications. Even though NORTH VCA has taken every care to ensure their work is original, clients are advised to conduct the necessary availability searches with the Companies and Intellectual Property Commission to ensure that any trade marks created are available for use.

18.
In respect of any images or photographic material commissioned through NORTH VCA, client is hereby advised that suppliers have different terms and conditions in respect of the use and ownership of any photographic images commissioned. Client is responsible for negotiating the ongoing terms of usage or ownership of photographic material with suppliers directly once NORTH VCA True has commissioned the work and NORTH VCA cannot be held liable for any costs incurred by client once the mandate has been completed or is terminated. NORTH VCA invoices will stipulate the period of time for the usage of the photographic image included in the quote unless stipulated otherwise.

19.
Upon payment of the full amount due in terms of this Agreement, NORTH VCA will provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc.), including but not limited to original artwork and HTML code (for example an InDesign file, layered Photoshop file or HTML source file), working and development files and designs and images and documents generated throughout the project. NORTH VCA will not be entitled to retain any unused or rejected files, documents and/or designs and/or make use of the designs and/or images and/or documents at any time after payment of the full amount due in terms of this Agreement by the client.

20.
NORTH VCA will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.

21.
The client agrees to indemnify NORTH VCA and keep NORTH VCA indemnified and hold NORTH VCA harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to the work and/or services provided for herein. NORTH VCA is not liable for any loss that may occur before, during or after the development of projects undertaken, save in the event of gross negligence or wilful misconduct by any representative of NORTH VCA. NORTH VCA will not be held responsible for any delays, errors or losses arising from and/or cause through the actions of any third party.

22.
The client agrees to notify NORTH VCA in writing of any defects and/or problems of any nature in relation to the work and services provided for herein, within 30 days of the final invoice date. NORTH VCA will not be liable for any claims made after this period.

22.
Appropriate credit and acknowledgment for work produced by NORTH VCA should be attributed to NORTH VCA where reasonably possible and practical (for instance written in small text on the back of a printed item or at the bottom of a website) and may be used by NORTH VCA.’s for promotional purposes unless otherwise agreed between the parties in writing.

23.
Spatial technical drawings (done by architects or others). a) All those spatial drawings are subject to copyright and may not be reproduced, in whole or part, or in any matter whatsoever without written permission form the architect / interior designer; b) all work to comply with nation building regulations;c) all dimensions and levels to be checked on site before any work commences; d) a drawing is not to scaled and only figured dimensions are to be used; e) all work is to be carried out in accordance with local authority requirements; f) all levels unless otherwise indicated are finish floor levels; g) any discrepancies are to be reported to the architects / interior designer.

24.
These terms and conditions supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing.

25.
Both the Client and NORTH VCA agree to ACCEatt PemTpt tANCEo res olve any dispute between them by way of mediation prior to the institution of any legal action.

26.
These items and conditions constitute the entire agreement between NORTH VCA and the Client in regard to any matter dealt with herein and no other agreements (other than the Non-disclosure agreement signed which shall remain of full force and effect), representations or warranties between the parties, other than those specifically set out herein below, shall be binding on the parties.

27.
No addition to, or variation, consensual cancellation or novation of this agreement, including this clause, and no waiver of any right contained herein, or its termination shall be of any force or effect whatsoever unless reduced to writing and signed by the parties hereto or their duly signed by the parties hereto or their duly authorized representatives. If the Client deletes or amends any portion of these General Terms and Conditions, no such amendment shall be valid unless NORTH VCA has expressly agreed thereto in writing.

28.
No latitude, extension of time or other indulgence, which may be given or permitted by NORTH VCA to the Client shall operate as a waiver or novation of, or otherwise affect, any of NORTH VCA.’s rights in terms of or arising from this agreement.

29.
Each undertaking by either or both of the parties contained in this agreement shall be regarded as divisible and capable of independent interpretation.

30.
The Client shall not be entitled to cede any of its rights or delegate any of its obligations in terms of this agreement without obtaining NORTH VCA.’s prior written consent which shall not be unreasonable withheld.

31.
This agreement shall be governed and construed in strict accordance with the laws of the Republic of South Africa.

32.
A certificate signed by any director or manager of NORTH VCA showing the amount due and payable by the Client to NORTH VCA shall be prima facie evidence of the amount due by the Client and such certificate shall be sufficient for purposes of summary judgement or provisional sentence or other legal proceedings.

33.
The Client warrants to NORTH VCA that its representative is duly authorised to enter into this agreement.

34.
The Client nominates its business address set out in …………………………    as its domicillium citandi et executandi for purposes of service of all notices and legal process issued in terms hereof. 

35.
The Client hereby consents to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town for the institution of any legal proceedings herein.

 
1.
All costs provided exclude VAT (where applicable) and are valid for 14 (fourteen) days from the date of the quotation.

2.
The fees agreed are based upon our scoping of the project and what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be agreed if there are significant variations to the scope or due to factors or delays outside of our control, provided the client’s prior written approval has been obtained in respect of these additional charges. Charges are unlikely to deviate from those quoted unless requirements change significantly.

3.
No creative or development work will commence until NORTH VCA has received written approval of the estimated costs/quotation (by hand or by email) and a minimum deposit of 50% (fifty percent) of the agreed costs/budget (unless otherwise agreed in writing). This ensures that NORTH VCA is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage. The parties agree that NORTH VCA shall not invoice the client or incur any costs on its behalf until a final written quotation is received and accepted in writing by the client (related to the estimated costs). Furthermore, any work not specifically covered in such written quote(s) shall require separate prior written approval by client.

4.
Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. on delivery of printed items, publishing of website, sending of e-shot etc.). Failure to make final payment at this point may result in delays in project delivery.

5.
If a quotation has been provided where a job will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before NORTH VCA is able to progress to the next stage. Where a job has been quoted in two halves (initial 50% (fifty percent) deposit and final 50% (fifty percent) balance) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of NORTH VCA.

6.
Any third-party services that are provided by NORTH VCA will require a minimum up-front payment of 75% (seventy five percent) of the agreed cost/budget. Please note that NORTH VCA will be unable to render the services referred to herein without receipt of and proof of payment.

7.
Unless otherwise stated above or previously agreed in writing, all invoices are due within seven days of invoice date. Please note paragraphs 3, 4, 5 and 6 above and how this could have an impact on timelines.

8.
Unless otherwise agreed in writing, work will usually commence within 10 (ten) working days of receipt of the agreed deposit. Any anticipated completion date provided by NORTH VCA is subject to options chosen and client co-operation in respect of the provision of information, resources (logos, images etc.) and approval of any material presented to the client. NORTH VCA will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amendments requested, or additional requirements may potentially result in delays. Timelines provided are an estimate and NORTH VCA will not be held liable if the project over-runs due to delays caused by the client and or suppliers passing information or approval processes, or any third party issues or force majeure.

9.
The estimated costs/budget provided allow for the presentation of a minimum of 2 (two) creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, NORTH ACCEVCA PwiTll dANCEevelop a further round of additional creative development and presentation. If after this second round there is still no agreement on direction, NORTH VCA reserves the right to potentially bring to an end any further discussions with the client with no refund of the deposit or other payments made previously, provided that the deposit other payments referred to herein, strictly relate to the work presented to but not accepted by the client.

10.
The estimated costs/budget provided allow for a maximum of 2 (two) sets of client amendments after which time additional charges may become payable, subject to the prior written approval of the client.

11.
At the end of each stage of the process (including - but not limited to - before sending an item to print /publishing a website/execute spatial designs etc.) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until NORTH VCA is in receipt of written approval confirmation. Any amendments to work after signed approved may incur additional charges for further time spent, provided that NORTH VCA undertakes not to incur any additional charges without the prior written approval of the client.

12.
The estimated costs/budget provided allow for occasional meetings at key stages for a reasonable period of time between NORTH VCA and the client. Some meetings may incur additional charges for time spent, subject to the client’s prior written approval.

13.
Unless otherwise specified, costs quoted exclude the following where relevant: (production) print; commissioned illustration, photography or stock images; copywriting; web hosting; couriers; other third-party costs incurred etc.

14.
NORTH VCA recommends that clients use our preferred suppliers and is able to provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. We always seek a number of quotations from our trusted suppliers and provide a complete management service. Although clients are not contract-bound to use NORTH VCA to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own supplier, NORTH VCA will do their utmost best to facilitate the process but cannot be held directly responsible for the quality of the final product/deliverables.

15.
Clients should be aware that due to a variety of factors there will often be variance in colours shown between colours on screen, printer’s proofs, and final printed items. The same apply for spatial design concepts & spatial technical drawings. The real space could be slightly different then on the technical drawings. For approval sign-off the client shall work with a printer’s proof. These factors are determined by the source of the print or visual (each output source e.g. NORTH VCA printer, the client’s printer, the image setter, the monitor etc. will differ from the other), the types of inks or make-up of colours, the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc.) used, individual preferences (ambient light, personal computer settings etc.) and several other reasons. As a result of this NORTH VCA is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. The same applies for the spatial design concepts & spatial technical drawings. The wall in the actual space could be slightly skew inter alia. NORTH VCA does not accept any responsibility for colour variations and or spatial technical drawings variations as a result of these indeterminate factors.

16.
Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of NORTH VCA. Full copyright and ownership of all ‘commissioned’ work will reside with NORTH VCA until full payment has been received, at which point NORTH VCA will cede, assign and make over to the client, all claims of ownership and copyright for all work produced, including alternative designs, options, files, images or documents developed throughout the process. This does not include the copyright and design ownership in any three dimensional objects created as design pieces in any brief. The copyright and design ownership of three dimensional objects is retained by NORTH VCA for its exclusive ownership and future use. This agreement is subject to appropriate credit and acknowledgment appearing and NORTH VCA.’s right to use all other work created for self-promotion in its portfolio, in presentations, in advertising, in print and online.  

17.
NORTH VCA undertakes not to infringe upon any copyright and/or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to NORTH VCA. Clients are responsible themselves for applying for the protecting of any intellectual property created by NORTH VCA on their behalf albeit trade mark or design applications. Even though NORTH VCA has taken every care to ensure their work is original, clients are advised to conduct the necessary availability searches with the Companies and Intellectual Property Commission to ensure that any trade marks created are available for use.

18.
In respect of any images or photographic material commissioned through NORTH VCA, client is hereby advised that suppliers have different terms and conditions in respect of the use and ownership of any photographic images commissioned. Client is responsible for negotiating the ongoing terms of usage or ownership of photographic material with suppliers directly once NORTH VCA True has commissioned the work and NORTH VCA cannot be held liable for any costs incurred by client once the mandate has been completed or is terminated. NORTH VCA invoices will stipulate the period of time for the usage of the photographic image included in the quote unless stipulated otherwise.

19.
Upon payment of the full amount due in terms of this Agreement, NORTH VCA will provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc.), including but not limited to original artwork and HTML code (for example an InDesign file, layered Photoshop file or HTML source file), working and development files and designs and images and documents generated throughout the project. NORTH VCA will not be entitled to retain any unused or rejected files, documents and/or designs and/or make use of the designs and/or images and/or documents at any time after payment of the full amount due in terms of this Agreement by the client.

20.
NORTH VCA will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.

21.
The client agrees to indemnify NORTH VCA and keep NORTH VCA indemnified and hold NORTH VCA harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to the work and/or services provided for herein. NORTH VCA is not liable for any loss that may occur before, during or after the development of projects undertaken, save in the event of gross negligence or wilful misconduct by any representative of NORTH VCA. NORTH VCA will not be held responsible for any delays, errors or losses arising from and/or cause through the actions of any third party.

22.
The client agrees to notify NORTH VCA in writing of any defects and/or problems of any nature in relation to the work and services provided for herein, within 30 days of the final invoice date. NORTH VCA will not be liable for any claims made after this period.

22.
Appropriate credit and acknowledgment for work produced by NORTH VCA should be attributed to NORTH VCA where reasonably possible and practical (for instance written in small text on the back of a printed item or at the bottom of a website) and may be used by NORTH VCA.’s for promotional purposes unless otherwise agreed between the parties in writing.

23.
Spatial technical drawings (done by architects or others). a) All those spatial drawings are subject to copyright and may not be reproduced, in whole or part, or in any matter whatsoever without written permission form the architect / interior designer; b) all work to comply with nation building regulations;c) all dimensions and levels to be checked on site before any work commences; d) a drawing is not to scaled and only figured dimensions are to be used; e) all work is to be carried out in accordance with local authority requirements; f) all levels unless otherwise indicated are finish floor levels; g) any discrepancies are to be reported to the architects / interior designer.

24.
These terms and conditions supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing.

25.
Both the Client and NORTH VCA agree to ACCEatt PemTpt tANCEo res olve any dispute between them by way of mediation prior to the institution of any legal action.

26.
These items and conditions constitute the entire agreement between NORTH VCA and the Client in regard to any matter dealt with herein and no other agreements (other than the Non-disclosure agreement signed which shall remain of full force and effect), representations or warranties between the parties, other than those specifically set out herein below, shall be binding on the parties.

27.
No addition to, or variation, consensual cancellation or novation of this agreement, including this clause, and no waiver of any right contained herein, or its termination shall be of any force or effect whatsoever unless reduced to writing and signed by the parties hereto or their duly signed by the parties hereto or their duly authorized representatives. If the Client deletes or amends any portion of these General Terms and Conditions, no such amendment shall be valid unless NORTH VCA has expressly agreed thereto in writing.

28.
No latitude, extension of time or other indulgence, which may be given or permitted by NORTH VCA to the Client shall operate as a waiver or novation of, or otherwise affect, any of NORTH VCA.’s rights in terms of or arising from this agreement.

29.
Each undertaking by either or both of the parties contained in this agreement shall be regarded as divisible and capable of independent interpretation.

30.
The Client shall not be entitled to cede any of its rights or delegate any of its obligations in terms of this agreement without obtaining NORTH VCA.’s prior written consent which shall not be unreasonable withheld.

31.
This agreement shall be governed and construed in strict accordance with the laws of the Republic of South Africa.

32.
A certificate signed by any director or manager of NORTH VCA showing the amount due and payable by the Client to NORTH VCA shall be prima facie evidence of the amount due by the Client and such certificate shall be sufficient for purposes of summary judgement or provisional sentence or other legal proceedings.

33.
The Client warrants to NORTH VCA that its representative is duly authorised to enter into this agreement.

34.
The Client nominates its business address set out in …………………………    as its domicillium citandi et executandi for purposes of service of all notices and legal process issued in terms hereof. 

35.
The Client hereby consents to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town for the institution of any legal proceedings herein.


1.
All costs provided exclude VAT (where applicable) and are valid for 14 (fourteen) days from the date of the quotation.

2.
The fees agreed are based upon our scoping of the project and what we anticipate the creative, time and production requirements to be based on previous experience and on typical processes, plus client co-operation in provision of content, meeting deadlines and approval. Within reason, additional charges may be agreed if there are significant variations to the scope or due to factors or delays outside of our control, provided the client’s prior written approval has been obtained in respect of these additional charges. Charges are unlikely to deviate from those quoted unless requirements change significantly.

3.
No creative or development work will commence until NORTH VCA has received written approval of the estimated costs/quotation (by hand or by email) and a minimum deposit of 50% (fifty percent) of the agreed costs/budget (unless otherwise agreed in writing). This ensures that NORTH VCA is fully equipped to provide the very highest levels of service and expertise, from project inception through to completion. This also applies if a project is delivered in ‘stages’, whereby a deposit will be required before proceeding to each new stage. The parties agree that NORTH VCA shall not invoice the client or incur any costs on its behalf until a final written quotation is received and accepted in writing by the client (related to the estimated costs). Furthermore, any work not specifically covered in such written quote(s) shall require separate prior written approval by client.

4.
Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. on delivery of printed items, publishing of website, sending of e-shot etc.). Failure to make final payment at this point may result in delays in project delivery.

5.
If a quotation has been provided where a job will be approached in ‘stages’, each stage will need to be paid in full on completion of each stage, before NORTH VCA is able to progress to the next stage. Where a job has been quoted in two halves (initial 50% (fifty percent) deposit and final 50% (fifty percent) balance) the balance of payment may be charged in full either on completion of the project or over a number of further staged payments at the discretion of NORTH VCA.

6.
Any third-party services that are provided by NORTH VCA will require a minimum up-front payment of 75% (seventy five percent) of the agreed cost/budget. Please note that NORTH VCA will be unable to render the services referred to herein without receipt of and proof of payment.

7.
Unless otherwise stated above or previously agreed in writing, all invoices are due within seven days of invoice date. Please note paragraphs 3, 4, 5 and 6 above and how this could have an impact on timelines.

8.
Unless otherwise agreed in writing, work will usually commence within 10 (ten) working days of receipt of the agreed deposit. Any anticipated completion date provided by NORTH VCA is subject to options chosen and client co-operation in respect of the provision of information, resources (logos, images etc.) and approval of any material presented to the client. NORTH VCA will do its very best to ensure that agreed timelines are adhered to, but please be aware that circumstances, amendments requested, or additional requirements may potentially result in delays. Timelines provided are an estimate and NORTH VCA will not be held liable if the project over-runs due to delays caused by the client and or suppliers passing information or approval processes, or any third party issues or force majeure.

9.
The estimated costs/budget provided allow for the presentation of a minimum of 2 (two) creative options per brief for the client to choose from. In the unlikely event that the client is not satisfied with the first round of presented work, NORTH ACCEVCA PwiTll dANCEevelop a further round of additional creative development and presentation. If after this second round there is still no agreement on direction, NORTH VCA reserves the right to potentially bring to an end any further discussions with the client with no refund of the deposit or other payments made previously, provided that the deposit other payments referred to herein, strictly relate to the work presented to but not accepted by the client.

10.
The estimated costs/budget provided allow for a maximum of 2 (two) sets of client amendments after which time additional charges may become payable, subject to the prior written approval of the client.

11.
At the end of each stage of the process (including - but not limited to - before sending an item to print /publishing a website/execute spatial designs etc.) the client will need to ‘sign-off’ their approval either in person or by email. No further development can be undertaken until NORTH VCA is in receipt of written approval confirmation. Any amendments to work after signed approved may incur additional charges for further time spent, provided that NORTH VCA undertakes not to incur any additional charges without the prior written approval of the client.

12.
The estimated costs/budget provided allow for occasional meetings at key stages for a reasonable period of time between NORTH VCA and the client. Some meetings may incur additional charges for time spent, subject to the client’s prior written approval.

13.
Unless otherwise specified, costs quoted exclude the following where relevant: (production) print; commissioned illustration, photography or stock images; copywriting; web hosting; couriers; other third-party costs incurred etc.

14.
NORTH VCA recommends that clients use our preferred suppliers and is able to provide competitive quotations to ensure high quality and service is maintained until delivery of the final product. We always seek a number of quotations from our trusted suppliers and provide a complete management service. Although clients are not contract-bound to use NORTH VCA to provide this service, it is highly recommended for quality control and peace of mind. If a client prefers to use their own supplier, NORTH VCA will do their utmost best to facilitate the process but cannot be held directly responsible for the quality of the final product/deliverables.

15.
Clients should be aware that due to a variety of factors there will often be variance in colours shown between colours on screen, printer’s proofs, and final printed items. The same apply for spatial design concepts & spatial technical drawings. The real space could be slightly different then on the technical drawings. For approval sign-off the client shall work with a printer’s proof. These factors are determined by the source of the print or visual (each output source e.g. NORTH VCA printer, the client’s printer, the image setter, the monitor etc. will differ from the other), the types of inks or make-up of colours, the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc.) used, individual preferences (ambient light, personal computer settings etc.) and several other reasons. As a result of this NORTH VCA is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. The same applies for the spatial design concepts & spatial technical drawings. The wall in the actual space could be slightly skew inter alia. NORTH VCA does not accept any responsibility for colour variations and or spatial technical drawings variations as a result of these indeterminate factors.

16.
Until payment is received in full, all designs, artwork and rights to design and artwork (whether in digital or printed format) remain the intellectual property of NORTH VCA. Full copyright and ownership of all ‘commissioned’ work will reside with NORTH VCA until full payment has been received, at which point NORTH VCA will cede, assign and make over to the client, all claims of ownership and copyright for all work produced, including alternative designs, options, files, images or documents developed throughout the process. This does not include the copyright and design ownership in any three dimensional objects created as design pieces in any brief. The copyright and design ownership of three dimensional objects is retained by NORTH VCA for its exclusive ownership and future use. This agreement is subject to appropriate credit and acknowledgment appearing and NORTH VCA.’s right to use all other work created for self-promotion in its portfolio, in presentations, in advertising, in print and online.  

17.
NORTH VCA undertakes not to infringe upon any copyright and/or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to NORTH VCA. Clients are responsible themselves for applying for the protecting of any intellectual property created by NORTH VCA on their behalf albeit trade mark or design applications. Even though NORTH VCA has taken every care to ensure their work is original, clients are advised to conduct the necessary availability searches with the Companies and Intellectual Property Commission to ensure that any trade marks created are available for use.

18.
In respect of any images or photographic material commissioned through NORTH VCA, client is hereby advised that suppliers have different terms and conditions in respect of the use and ownership of any photographic images commissioned. Client is responsible for negotiating the ongoing terms of usage or ownership of photographic material with suppliers directly once NORTH VCA True has commissioned the work and NORTH VCA cannot be held liable for any costs incurred by client once the mandate has been completed or is terminated. NORTH VCA invoices will stipulate the period of time for the usage of the photographic image included in the quote unless stipulated otherwise.

19.
Upon payment of the full amount due in terms of this Agreement, NORTH VCA will provide the client with end-artwork in its final form (e.g. print-ready PDF; DVD master; outlined EPS file etc.), including but not limited to original artwork and HTML code (for example an InDesign file, layered Photoshop file or HTML source file), working and development files and designs and images and documents generated throughout the project. NORTH VCA will not be entitled to retain any unused or rejected files, documents and/or designs and/or make use of the designs and/or images and/or documents at any time after payment of the full amount due in terms of this Agreement by the client.

20.
NORTH VCA will not at any time or in any manner, either directly or indirectly, use for our personal benefit or divulge, disclose or communicate in any manner any information that is proprietary to the client. We will act reasonably to protect such information and treat it as strictly confidential.

21.
The client agrees to indemnify NORTH VCA and keep NORTH VCA indemnified and hold NORTH VCA harmless from and against any claims, actions, proceedings, losses, liabilities, damages, costs, or expenses suffered or incurred in relation to the work and/or services provided for herein. NORTH VCA is not liable for any loss that may occur before, during or after the development of projects undertaken, save in the event of gross negligence or wilful misconduct by any representative of NORTH VCA. NORTH VCA will not be held responsible for any delays, errors or losses arising from and/or cause through the actions of any third party.

22.
The client agrees to notify NORTH VCA in writing of any defects and/or problems of any nature in relation to the work and services provided for herein, within 30 days of the final invoice date. NORTH VCA will not be liable for any claims made after this period.

22.
Appropriate credit and acknowledgment for work produced by NORTH VCA should be attributed to NORTH VCA where reasonably possible and practical (for instance written in small text on the back of a printed item or at the bottom of a website) and may be used by NORTH VCA.’s for promotional purposes unless otherwise agreed between the parties in writing.

23.
Spatial technical drawings (done by architects or others). a) All those spatial drawings are subject to copyright and may not be reproduced, in whole or part, or in any matter whatsoever without written permission form the architect / interior designer; b) all work to comply with nation building regulations;c) all dimensions and levels to be checked on site before any work commences; d) a drawing is not to scaled and only figured dimensions are to be used; e) all work is to be carried out in accordance with local authority requirements; f) all levels unless otherwise indicated are finish floor levels; g) any discrepancies are to be reported to the architects / interior designer.

24.
These terms and conditions supersede any previous versions and apply to all present and future projects unless otherwise agreed in writing.

25.
Both the Client and NORTH VCA agree to ACCEatt PemTpt tANCEo res olve any dispute between them by way of mediation prior to the institution of any legal action.

26.
These items and conditions constitute the entire agreement between NORTH VCA and the Client in regard to any matter dealt with herein and no other agreements (other than the Non-disclosure agreement signed which shall remain of full force and effect), representations or warranties between the parties, other than those specifically set out herein below, shall be binding on the parties.

27.
No addition to, or variation, consensual cancellation or novation of this agreement, including this clause, and no waiver of any right contained herein, or its termination shall be of any force or effect whatsoever unless reduced to writing and signed by the parties hereto or their duly signed by the parties hereto or their duly authorized representatives. If the Client deletes or amends any portion of these General Terms and Conditions, no such amendment shall be valid unless NORTH VCA has expressly agreed thereto in writing.

28.
No latitude, extension of time or other indulgence, which may be given or permitted by NORTH VCA to the Client shall operate as a waiver or novation of, or otherwise affect, any of NORTH VCA.’s rights in terms of or arising from this agreement.

29.
Each undertaking by either or both of the parties contained in this agreement shall be regarded as divisible and capable of independent interpretation.

30.
The Client shall not be entitled to cede any of its rights or delegate any of its obligations in terms of this agreement without obtaining NORTH VCA.’s prior written consent which shall not be unreasonable withheld.

31.
This agreement shall be governed and construed in strict accordance with the laws of the Republic of South Africa.

32.
A certificate signed by any director or manager of NORTH VCA showing the amount due and payable by the Client to NORTH VCA shall be prima facie evidence of the amount due by the Client and such certificate shall be sufficient for purposes of summary judgement or provisional sentence or other legal proceedings.

33.
The Client warrants to NORTH VCA that its representative is duly authorised to enter into this agreement.

34.
The Client nominates its business address set out in …………………………    as its domicillium citandi et executandi for purposes of service of all notices and legal process issued in terms hereof. 

35.
The Client hereby consents to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town for the institution of any legal proceedings herein.

Studio 042
21 Pepper Street 

Cape Town 
hello@northvca.com

Studio 042
21 Pepper Street 

Cape Town 
hello@northvca.com

Studio 042
21 Pepper Street 

Cape Town 
hello@northvca.com

Studio 042
21 Pepper Street 

Cape Town 
Email us

Studio 042
21 Pepper Street 

Cape Town 
Email us