DSL Direct Terms and Conditions

GENERAL TERMS OF SERVICE (“TERMS“)

IN CERTAIN INSTANCES, THESE TERMS AND THE SPECIFIC TERMS MAY LIMIT DSL DIRECT’S LIABILITY. WE ASK THAT YOU PLEASE TAKE SPECIAL NOTE THEREOF AND READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY USING OUR SERVICES YOU ACCEPT THESE TERMS.

 Introduction

To the extent permitted by applicable law, we may change the Terms (applicable going forward) without first giving you notice. Changes to the Terms will be noted on the Terms and will take effect when posted on DSL Direct’s website, unless a later date is given on the revised Terms. Your continued use of the Services will be considered consent to the amended Terms, and your use will be conditional on the Terms in force at the time of use. Your only remedy, if you do not agree to the Terms, is to stop the use of the Services.

 

Services and Specific Terms

DSL Direct offers online media solutions with numerous digital strategies. Each product or service offered by us is subject to Specific Terms governing those services. The Specific Terms are in addition to these Terms. That means that both these Terms and the Specific Terms of service in respect of each product or service are applicable. If there is any conflict between the two, the Specific Terms of the relevant product or service will apply. If any of the Specific Terms are silent with regard to a specific topic/s, the terms in these Terms governing that topic will apply.

 

Acceptance and Payment Terms

3.1   Quotations: Any quotation or costs published on our Websites are only valid for 7 (seven) days. After the Customer has accepted the quotation in writing, the price will remain valid for a further 30 (thirty) days. After the 30 (thirty) days  DSL Direct may revalidate the quote, or re-quote, both at DSL Direct’s sole discretion.

3.2   The quotation is considered accepted if we receive written confirmation from you that you’ve accepted it, a signed quotation or if you make any payment to us in terms of the quotation. Attaching additional terms to your acceptance of the quotation will not amend these Terms, the Specific Terms where applicable, or to any terms on the quotation, unless they are expressly agreed to in writing by an authorised representative of DSL Direct.

3.3   All payments to DSL Direct is due/made in advance, DSL Direct will not offer any services where payment is due in arrears.

3.4   Invoices are due and payable by the 1st of every month. Interest will be charged on all overdue payments. Interest will be charged at 2% above the prime lending rate charged from time to time, per annum, by DSL Direct’s bank.

3.5   No Service will be provided until the payment reflects in our bank account. Proof of payment will not replace this requirement.

 

Project Commencement

4.1   Before a project will be scheduled or started, all payments which are due must be paid by the Customer.

4.2   Once payment is received the Customer must make sure DSL Direct receives all copy, images and other content (collectively “Content”) that may be required for the purposes of the project.

4.3   If the Customer is required to send any Content to DSL Direct but doesn’t within 30 (thirty) calendar days of its acceptance of the quotation DSL Direct may in its sole discretion terminate and archive the project.

4.4   If at any time during a project the Customer doesn’t do something required of it, like make payment, send Content or finalise acceptance of the project the project may be archived.

4.5   If a project is archived or terminated, the quotation given to the Customer will no longer be valid and DSL Direct will issue a new quote if the Customer decides it wants to continue the project or enquire about other Services at a later date.

4.6   If a project is archived in terms of clause 4.4 above because the Customer has not reviewed the project according to clause 5.1 below, then the quoted amount for the project will become immediately due and owing by the Customer.

 

Project Terms

5.1   Review: When any project is completed, the Customer will have the opportunity to review the project. The project is considered accepted/approved unless the Customer notifies DSL Direct otherwise, within 20 (twenty) calendar days of the date the project materials are made available to the Customer for review.

5.2   Electronic Formats: Unless we agree otherwise, all quotes are on the basis that the Customer will provide all information/content in a suitable electronic format. Images must be provided in jpg, gif, png, tif, psp and bmp. Text must be provided in an editable format, such as, doc, xls and txt. Acceptance of other formats is at DSL Direct’s sole discretion.

5.3   Spelling and Grammar: Unless specifically quoted for or we agree otherwise, DSL Direct does not check the grammar and spelling of Content provided by the Customer. This is the Customer’s responsibility.

5.4   Meetings: Unless specifically quoted for or we agree otherwise, the quote assumes that any meeting needed with DSL Direct designers or developers will be held at DSL Direct’s offices. If we need to meet at a Customer’s premises, that can be arranged and will be charged for at the relevant rate.

5.5   Warranty: If an error in the product arises within 90 (ninety) days after the date of acceptance of the product by the Customer, DSL Direct will fix the error to ensure that the product meets the specifications agreed on in the relevant quotation. This warranty will not arise if the error is caused by the Customer’s (or representative) negligence or willful misconduct.

 

Backups

It is the Customers’ responsibility to ensure that all data, formats and content is properly backed up. DSL Direct uses reasonable measures to ensure that it doesn’t lose any content which you may provide or upload to our servers from time to time, but it is your obligation to keep copies and back-ups. DSL DIRECT WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGES OF ANY KIND, WHICH YOU MAY SUFFER AS A RESULT OF THE LOSS OF CONTENT, FOR ANY REASON WHATSOEVER.

 

Customer Warranties

7.1     The Customer warrants and represents:

7.1.1   that the information provided to us is and will remain accurate, true and correct;

7.1.2   that the Customer will update the information held by Engineering Media to reflect any changes as soon as possible;

7.1.3   that if the Customer is using the Services on behalf of an entity, the Customer is authorised to act on behalf of and bind the entity;

7.2     The Customer further warrants that when using the Services, you:

7.2.1   are not impersonating any person or entity; and

7.2.2   are not violating any applicable law regarding use of personal or identification information.

 

Customer Content Warranties

8.1     In submitting any Content the Customer makes the following representations and warranties:

8.1.1   all rights in and to the Content (including all rights to the reproduction and display of such Content) are owned by the Customer or have been legally obtained by the Customer;

8.1.2   all necessary license fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of the Content, if any, have been paid before you submit it to DSL Direct;

8.1.3   the Content does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;

8.1.4   the Content does not violate any law including, but not limited to, those governing export control, consumer protection, unfair competition, or false advertising;

8.1.5   By submitting Content the Customer grants DSL Direct an irrevocable, perpetual, transferable, non-exclusive, fully paid, worldwide, royalty free license (sub-licensable through multiple tiers) to utilise the Content for the purposes of providing the services as agreed on.

 

Limitations of Liability and Indemnity

9.1   DSL DIRECT’S LIABILITY IS LIMITED TO THE CORRECTION OF ERRORS OR, AT DSL DIRECT’S SOLE DISCRETION, TO REFUND THE APPLICABLE PORTION UP TO A MAXIMUM OF THE PROJECT QUOTE VALUE WITH NO FURTHER LIABILITY.

9.2   TO THE EXTENT ALLOWED BY LAW WE EXCLUDE ALL IMPLIED REPRESENTATIONS AND WARRANTIES WHICH, BUT FOR THESE TERMS, MIGHT APPLY IN RELATION TO YOUR USE OF THE WEBSITES.

9.3   TO THE EXTENT THAT THE WEBSITES AND THE INFORMATION AND SERVICES ON THE WEBSITE ARE PROVIDED FREE-OF-CHARGE, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY NATURE.

9.4   YOU INDEMNIFY (HOLD US HARMLESS) FROM ANY LIABILITY AND AGREE TO DEFEND US AGAINST LIABILITY THAT MAY ARISE FROM CIVIL OR CRIMINAL PROCEEDINGS INSTITUTED AGAINST US OR FOR ANY LOSS OR DAMAGE YOU OR A THIRD PARTY HAVE SUFFERED BECAUSE OF ANY INTERRUPTION OR UNAVAILABILITY OF THE SERVICES.

9.5   YOU INDEMNIFY US, HOLD US HARMLESS AGAINST AND AGREE TO DEFEND DSL DIRECT AGAINST ALL LOSSES YOU HAVE SUFFERED OR ACTIONS AGAINST US AS A RESULT OF: THE USE OF THE SERVICES (BY YOU OR YOUR OWN CLIENT/S), OR ANY DOWNTIME, OUTAGE, DEGRADATION OF THE NETWORK, INTERRUPTION IN OR UNAVAILABILITY OF THE SERVICES.

9.6   WE WILL NOT BE LIABLE TO YOU IN RESPECT OF ANY BUSINESS LOSSES, INCLUDING, LOSS OF OR DAMAGE TO PROFITS, INCOME, REVENUE, USE, PRODUCTION, ANTICIPATED SAVINGS, BUSINESS, CONTRACTS, COMMERCIAL OPPORTUNITIES OR GOODWILL AND ALL INDIRECT AND CONSEQUENTIAL LOSSES OR DAMAGES, FROM ANY CAUSE, INCLUDING THE NEGLIGENCE OR ANY PERSON OR ENTITY.

9.7   YOU INDEMNIFY US AND UNDERTAKE TO KEEP US INDEMNIFIED AGAINST ANY LOSSES, DAMAGES, COSTS, LIABILITIES AND EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL EXPENSES AND ANY AMOUNTS PAID BY US TO A THIRD PARTY IN SETTLEMENT OF A CLAIM OR DISPUTE ON THE ADVICE OF OUR LEGAL ADVISERS) INCURRED OR SUFFERED BY US ARISING OUT OF ANY BREACH BY YOU OF ANY PROVISION OF THESE TERMS OR ARISING OUT OF ANY CLAIM THAT YOU HAVE BREACHED ANY PROVISION OF THESE TERMS.

 

Termination

10.1 The Customer may terminate its contract / a project with DSL Direct by giving no less than 30 (thirty) days’ written notice of the intention to terminate. DSL Direct may, where applicable, charge a reasonable cancellation or settlement fee for the early termination of the contract.

10.2 The Customer agrees to pay DSL Direct any amounts owed for Services which have already been rendered as well as costs that DSL Direct will be liable to pay as a result of the early termination.

10.3 The Customer further agrees that DSL Direct is allowed to withhold all login details and password to access any user account related to any services offered by DSL Direct should any monies be outstanding.

10.4 The Customer also agrees to pay outstanding amounts for hours worked (hours are based on DSL Direct’s internal timesheets) x the current website designer rate up to a maximum of the full package cost if any work has started on the deliverables to the Customer.

10.5 The Customer agrees that all campaign setup/design work rendered to The Customer will be removed upon cancellation as this is and remains the Intellectual Property of DSL Direct.

 

Breach

11.1 Without prejudice to our other rights under our Terms, if you breach our Terms, we may take the action we deem appropriate.

11.2 Any account that remains unpaid 30 (thirty) days after the date of invoice will be considered in breach of our Terms. If the Customer commits a breach, services may be suspended without notice. If the overdue account has not been settled within 60 days, the contract may be terminated at DSL Direct’s discretion and the Customer will be liable for the cancellation fee. Any information or files may be removed in DSL Direct’s sole discretion. We will not be liable for the loss of any content in this regard. Suspension of services or removal of any content will not relieve the Customer of its payment obligations.

11.3 If DSL Direct institutes legal action to recover any money due by a Customer, or for any other lawful purpose, the Customer in question will be liable for the legal costs of DSL Direct on the attorney and own client scale unless applicable legislation states otherwise.

 

General

12.1    These Terms constitute the entire agreement, read together with the quotation and Specific Terms.

12.2    Any claims, legal proceeding or litigation arising in connection with these Terms will be subject solely to the jurisdiction of the courts of the Republic of South Africa.

 

Notices

All notices and other communications required under these Terms will be in writing and will be addressed to the Parties at the following addresses:

 

DSL Direct

As detailed on our quotation and invoice

User

To the address you have provided to us.

 

 

WEBSITES

SPECIFIC TERMS OF SERVICE (“SPECIFIC TERMS”)

 

Specific Terms

These Specific Terms apply to Websites and are in addition to the General Terms of Service.

 

Monthly Packages

Monthly Packages are a grouping of website features. These features can be found in the quote detail. The monthly cost for the package is stated on the quote under “Monthly Package Cost” with the “Contract Period” indicated.

 

Payment Options

3.1  Lump Sum Payment Option:

3.1.1   DSL Direct requires payment of 50% of the quoted amount as an advance payment before a project will be scheduled. This will be invoiced on acceptance of the quote.

3.1.2   When the Customer receives the first submission from DSL Direct for review, payment of 40% of the invoiced amount must be made by the Customer to DSL Direct.

3.1.3   The remaining 10% is due once the project has been completed or loaded live or in terms of clause 4.4 of the General Terms of Service, whichever comes first.

3.2  Monthly Option (Contract):

3.2.1   The monthly option is a contract, for the period specified on the quote “Contracted Period (Months)”.

3.2.2   DSL Direct must receive the first 3 months installment before the Customer’s project will be scheduled.

3.2.3   If it is agreed, a Debit Order Authorisation Form must be fully completed and signed before the project will be scheduled.

3.2.4   Monthly invoicing will start on the date the project is approved and ready to load live or in terms of clause 4.4 of the General Terms of Service, whichever comes first.

 

Scope

The project cost will be based on the scope defined in writing in the project quote. Any changes to the scope must be agreed to in writing. DSL Direct reserves its right, in its sole discretion, to revise the project cost due to changes to the scope.

 

End of Contract

At the end of the contract period, the Customer has the option to continue with the monthly hosting, content maintenance and search engine optimization. The continuation of the contract will be on a month to month basis at the rates applicable at that time.

 

Commencement

No project will start before a contract is duly signed, payment of the deposit is received, and a signed debit order authority (if applicable) and all content is received by DSL Direct.

 

Hosting

DSL Direct prefers providing the hosting for the website. The Customer will be responsible for any additional costs and time spent by DSL Direct if a Customer uses alternative hosting.

 

Domain Transfer

If the parties have included domain transfer in the project quote, DSL Direct’s responsibility is limited to facilitating the transfer. The Customer will be responsible for arranging release and the necessary actions to enable transfer. Any transfer that requires DSL Direct to utilize more than 1 (one) hour will be charged for whether the transfer is successful or not, provided DSL Direct is not at fault for the unsuccessful transfer.

 

Design Reviews

The Customer will receive a temporary link to access the design for review. The project quote includes 3 rounds of changes to the design. Additional rounds of changes to the design will be charged at the hourly website design rate given by DSL Direct.

 

Termination

  • The Customer may terminate the contract at any time by giving DSL Direct 30 days written notice. The Customer agrees to pay DSL Direct any amounts owed for Services which have already been rendered as well as costs that DSL Direct will be liable to pay as a result of the early termination.
  • The Customer further agrees that DSL Direct is allowed to withhold all login details and password to access any user account related to any services offered by DSL Direct should any monies be outstanding.
  • The Customer also agrees to pay outstanding amounts for hours worked (hours are based on DSL Direct’s internal timesheets) x the current website designer rate up to a maximum of the full package cost if any work has started on the deliverables to the Customer.
  • The Customer agrees that all campaign setup/design work rendered to The Customer will be removed upon cancellation as this is and remains the Intellectual Property of DSL Direct.

 

GOOGLE ADS & Social Media

SPECIFIC TERMS OF SERVICE (“SPECIFIC TERMS”)

 

Specific Terms

These Specific Terms apply to Google Ads managed by DSL Direct on the Customer’s behalf. These terms are in addition to the General Terms of Service.

 

Payment

The campaign setup will only be scheduled once DSL Direct has received payment of the full setup fee and first month’s management fee (“Management Fee”).

 

Management Fee

The Management Fee accrues from the day on which the campaign launches. The Management Fee will be charged even if there are no available funds in the Customer’s Google Ads and even if the campaign cannot run, for reasons not attributable to DSL Direct’s negligence or willful misconduct.

 

Google Ad/Social Media Spend

It is the Customer’s responsibility to ensure that their Google Ads and/or Social Media account is always loaded with sufficient funds. DSL Direct may agree to pay the Customer’s Google Ads/Social Media accounts on the Customer’s behalf. DSL Direct will invoice the Customer and once full payment is received, DSL Direct will pay the Customer’s Google Ads/Social Media account. Please take note that the Customer remains directly liable to Google for their Google Ad spend.

 

Termination

  • The Customer agrees that 30 days’ written notice to DSL Direct is required to cancel the monthly contract.
  • Should The Customer not be able to afford his/her agreed to monthly contract, which includes DSL Direct’s Management Fees and the agreed to Google Ads/Social Media budgets, The Customer remains liable for the Management Fee, in full, for the cancellation month and that no further services will be rendered to The Customer with relation to his/her Google Ads/Social Media accounts.
  • The Customer further agrees that DSL Direct is allowed to withhold all login details and password to access any user account related to any services offered by DSL Direct should any monies be outstanding.
  • The Customer also agrees to pay outstanding amounts for hours worked (hours are based on DSL Direct’s internal timesheets) x the current website designer rate up to a maximum of the full package cost if any work has started on the deliverables to the Customer.
  • The Customer agrees that all campaign setup/design work rendered to The Customer will be removed upon cancellation as this is and remains the Intellectual Property of DSL Direct.