The following terms and conditions refer to The Techdrift ("Design Agency") and its relationship with its clients and potential clients.
We recommend that you read these Terms and Conditions in full to ensure you are fully informed. If you have any questions about these Terms and Conditions
or The Techdrift’s data collection, use, and disclosure practices, please contact us at firstname.lastname@example.org.
. Definitions And Interpretations
In these terms and conditions the following definitions apply unless otherwise stated:
'Business Day' means a day (other than a Saturday, Sunday or public holiday) when banks are open for business.
'Contract' means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.
'Client' means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.
'Force Majeure Event' means an event beyond the reasonable control of either party, including but not limited to strikes,
lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or subcontractors.
'Company' means "The Techdrift"
'Intellectual Property Rights' means all patents, rights to inventions, utility models, copyright and related rights,
trade marks, service marks, trade, business names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights
in designs, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights,
in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights
or forms of protection in any part of the world.
'Order' means the order placed by the Client through counter-signing/accepting the Company’s Quotation form.
'Order Form' means a Quotation form counter-signed/accepted by the Client which together with these terms and conditions shall form a binding contract.
'Quotation' means the written quotation prepared by the Company which contains its proposals for providing Services to the Clients.
'Services' means the services the Company will provide to the Client as specified in the Order.
'Specification' means the description or specification of the Services in the Order.
'Terms' means these terms and conditions as updated from time to time by the Company.
. The Contract
- The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms
of the Order and any relevant Specification are complete and accurate.
- The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, or when the Company has started
to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
- The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase
those Services, in accordance with these Terms.
- The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company
which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or
illustrations contained in the Company's catalogs or brochures are issued or published for the sole purpose of giving an approximate idea of
the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply
- A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 14
Business Days from its date of issue.
. License To Use Website
Unless otherwise stated, The Techdrift and/or its licensors own the intellectual property rights published on this website and materials used on "The Techdrift"
Subject to the license below, all these intellectual property rights are reserved.
You must not:
- Republish material from this website in neither print nor digital media or documents (including republication on another website);
- Sell, or sub-license material from the website;
- Reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
- Edit or otherwise modify any material on the website;
- Redistribute material from this website, except for *content specifically and expressly made available for redistribution; or
- Republish or reproduce any part of this website through the use of iframes or screenscrapers.
*Where content is specifically made available for redistribution, it may only be redistributed within your organization.
. Company Obligations and Warranties
- The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in
all material respects with the Specification.
- The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall
be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery
of the Services caused by a Force Majeure event or the Client's failure to provide the Company with adequate delivery instructions relevant to the
supply of the Services.
- The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
. Client's Obligations and Indemnities
- The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to
facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring
the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client's employees assisting in the execution
of an Order have the necessary skills and authority.
- The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the
Services, including (without limitation) advertising copy and graphic material submitted by the Company.
- In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline
(and at least within 15 Business Days of the date requested by the Company). we will assume that your project is complete and the project shall be deemed completed,
the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been
able to deliver them. At such time, we will have no further obligation to you, and you will pay us pursuant to the provisions of these Terms.
- The Client understands that the final design belongs to the Company until paid in full. In the event of termination of this Agreement,
"The Techdrift" owns the final Design and has the right to complete, exhibit, and/or sell that design (not including business name).
Furthermore, "The Techdrift" owns all the design concepts created before the final design. The client understands that once the
final invoice is paid in full, the client has the right to use the design in all media useful for business promotion and that "The Techdrift""
reserves the right to display the logo for business promotional use.
- The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by
the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order Specification, or the content of the Client's
advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights
of third parties, or for breach of confidentiality or contract or for defamation.
. Prices and Taxation
- Unless otherwise expressly stated, all prices shall be in US Dollars and shall be exclusive of taxes and other duties. In the event that duties are introduced
or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly. You shall agree that you are responsible for the collection
and/or payment of all Taxes which you may be liable for in any jurisdiction arising from the services you acquired. The Techdrift is not responsible for collecting, reporting,
paying, or remitting to you any such Taxes. 'Taxes' means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction
contemplated by this Agreement
- The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter
into a license directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights
for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third party owners and licensors.
- The price stated in the Order shall be an estimate based on a qualified estimate of the number of hours required to provide the Services. This is an estimate
only and Services shall be invoiced in accordance with the actual number of hours spent in accordance with the price set out in the Order or Quotation and in the event
that the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Company's then current price list. The Company shall be obliged to
update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.
- Our pricing policy for Clients may change; however, such change in pricing will not apply to projects submitted before we implement any such change in pricing.
- Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission
have been made.
When you register for the Services, you must pay for the Services via credit card, PayPal or other payment method expressly authorized by us. For payment processing,
we are using Payoneer and Paypal as our third party payment processors. Please refer to Payoneer
and PayPal Privacy Policies for further details.
- The Company shall invoice the Client depending on the size and scope of project, either in advance or following Services delivered. Before the Company
carry out any work Clients are usually asked to provide a 50% fees deposit upfront, then a 30% fee deposit will be charged at the completion of major
milestone (from here to onwards all the received charges are non-refundable) and remaining 20% will be charged on project completion before handing over final deliverables.
- The Client shall pay each invoice submitted by the Company within 07 Business Days of the date of the invoice and in cleared funds in accordance
with clause 7.3 below. Payments methods through Paypal, Payoneer, international Cheque and Bank Transfer are accepted.
- The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client
shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.
The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
- Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to
affirm the Contract and assert the usual remedies for breach.
- In the event that the Services cannot be delivered either in full or in part due to the Client's failure to assist or delay in assisting in the execution of
the Order, the Company shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in
accordance with the Order. The Company shall be entitled to payment on the basis of the Company's price list applicable from time to time for any additional work required
because of the Client's failure to assist or delay in assisting.
- If the Client subsequently requires the Company to complete the work within a shorter time frame than specified in the Order the Company reserves the right
to charge additional monies to prioritize such projects ahead of pre-planned work.
. Delays and Complaints
- Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter.
If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within
48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
- The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties ('Third Party Services').
The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide
any warranties in respect of the Third Party's Services and will not be liable to the Client for any delays and/or failings in respect of the same.
Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties
(where given) are acceptable for the Client's business purposes or risk management policies.
- Except as expressly stated in this Clause 9, the Company shall have no liability to the Client for any loss or damage whatsoever arising
from or in connection with the provision of the Services or for any claim made against the Client by any third party.
- Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses or damages which may be
suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
- Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances
in which such loss could arise;
- Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
- Loss of data; and
- Fraudulent clicks on any of the Client's accounts managed by the Company.
. Intellectual Property Rights
- It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text,
image or representation ('Materials') to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of
(as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.
- The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in
contravention of legislation, decency, marketing rules or any other third-party rights. The Company shall be entitled to reject and delete such material
without incurring any liability. In addition, the Company shall be entitled to cancel the Order.
- The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company as a result of the
Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials
infringe any Intellectual Property Rights of a third party.
- The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
- Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting
or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of
the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Order.
The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual
Property Rights vest in the Company.
The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity
of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through
taking legal action
The Company keeps the right to change or modify these Terms and Conditions without prior notice.