2024 | B_LIMITLESS – Terms and Conditions

We will always do our best to fulfil your needs and meet your expectations. However, it is important to have everything clearly outlined in writing so both you and we understand our respective responsibilities, timelines, and the steps to take if any issues arise. This contract avoids complicated legal jargon and instead focuses on clear, straightforward language. We’ve no desire to trick you into signing something you might later regret. We believe in transparency and fairness, aiming for what is best for both parties now and in the future. Please note that this document forms the entire legal agreement between us, so it’s important that you fully understand and agree to its contents.

 

Definitions

The following terms and conditions document is a legal agreement between BLimitless (Pty) Ltd (hereafter referred to as “BLimitless”) and the individual or entity agreeing to these terms (hereafter referred to as the “Client”) for the provision of online web services. B_Limitless’s preferred website hosting reseller and supplier is eStart Computer Services, hereafter referred to as the “Internet Service Provider” or “ISP”. These Terms and Conditions set forth the provisions under which the Client may use the services supplied by BLimitless.

BLimitless: An Internet Web Service Provider offering a range of services, including but not limited to Domain Registration, Email Hosting, Website Hosting, Website Design, and Maintenance Services. These services are provided using WordPress CMS, Divi Theme, HTML, CSS, JavaScript, PHP, and other related programming languages.

Client: The individual or entity receiving the services provided by BLimitless as outlined in this Agreement.

Internet Service Provider (ISP): The entity providing internet hosting services, which in this case is eStart Computer Services.

Services: The services provided by BLimitless as outlined in this Agreement, including but not limited to website design, hosting, maintenance, and other related services.

Agreement: This document, including all schedules and annexes, forms the entire agreement between BLimitless and the Client regarding the provision of Services.

 

Hosting Services

1. Securing a Hosting Account:
   BLimitless will either secure an account with our preferred Internet Service Provider (ISP) on behalf of the Client, or the Client may secure the account independently. If the Client is not an advanced user of the Internet, it is strongly recommended that they utilize BLimitless’s services to secure and maintain their hosting account(s). This ensures that BLimitless can upload the website and guarantee that the hosting platform supports all required functionality. Should the Client already host a website with another hosting company but wish to move to BLimitless’s ISP Servers, BLimitless will transfer the Client’s domain(s) to and from the ISP free of charge, provided that the transfer is related to a current BLimitless web development or maintenance package.
2. Authorization for Account Access:
   The Client hereby authorizes BLimitless to access their hosting account and further authorizes the ISP to provide BLimitless with “write permissions” for the Client’s web page directory, cgi-bin directory, and any other directories or programs necessary for this project. This authorization is limited to the scope of the project and necessary maintenance.
3. Publicity and Search Engine Submission:
   The Client also authorizes BLimitless to publicize their completed website to web search engines, as well as other web directories and indexes, as deemed appropriate by BLimitless. This includes submitting the website to search engines for indexing, but does not guarantee specific search engine rankings or visibility.

 

Domain Name Registration

1. Domain Name Registration:
   BLimitless will assist the Client in registering a domain name if needed. The registration of the domain name will be subject to the terms and conditions of the relevant domain name registration authority. BLimitless does not guarantee the availability of any domain name and will not be held responsible if the domain name chosen by the Client is unavailable.
2. Domain Name Ownership:

The domain name will be registered under B_Limitless Pty Ltd to streamline the management of all services on the Client’s behalf. However, the Client retains full ownership rights to the domain name. Should the Client decide to change service providers, B_Limitless Pty Ltd will promptly transfer ownership back to the Client.

3. Renewal and Expiration:
   The Client is responsible for ensuring that domain name renewals are paid for before the domain expiration date. BLimitless will make reasonable efforts to notify the Client of impending renewals, but it is ultimately the Client’s responsibility to ensure timely payment to avoid losing the domain.

 

Browser Compatibility and Maintenance

1. Browser Compatibility:
   BLimitless will design websites to be viewed by the majority of visitors using the latest versions of mainstream browsers such as Internet Explorer, Google Chrome, and Mozilla Firefox. However, the Client agrees that BLimitless cannot guarantee correct functionality across all browser software or operating systems. The website may not display or function correctly in outdated or less common browsers.
2. Post-Handover Compatibility:
   The Client agrees that after the handover of the website files, any changes to browser software, domain name setup, or hosting setup may affect the functionality and display of the website. BLimitless reserves the right to provide a separate quote for any work required to update the website design or code to accommodate these changes.
3. Advanced Techniques and Plugins:
   The Client acknowledges that certain advanced web techniques may require more recent browser versions, specific brands, or plugins. As new browser versions are released, there may be compatibility issues that were not present during the original development. In the absence of a Maintenance Agreement, any time spent re-coding a site for compatibility with new browser versions will be billed separately and is not included in the original agreement.

 

Online Stores

1. Content Provision:
   The Client agrees to supply all text and graphic content for the web pages as specified in the “Website Design Intake Form.” BLimitless will execute the design and development of the online store based on the content and specifications provided by the Client. It is the Client’s responsibility to ensure that all content is accurate, legally compliant, and free of any intellectual property infringements.
2. Scope of Work:
   The quotation provided by BLimitless includes a specified number of products, categories, photos, and regular pages, as detailed in the attached quotation. This scope of work is based on the initial specifications provided by the Client. Any additions or modifications to the original scope—such as additional products, categories, or photos—will be subject to additional charges. These charges will be calculated based on the actual time spent, at the hourly rate specified below.
3. Post-Launch Changes:
   Once the online store is ready for advertising and launched to the Web, any further additions or changes to product pages, products, or photos will be billed separately. These changes will be calculated based on the actual time spent, using the hourly rate specified in this agreement.
4. Project Process:
   By agreeing to these terms, the Client is hiring BLimitless to design and develop an online store for the estimated total price outlined in the attached quotation. These terms govern how the project will proceed, including content delivery, scope management, and payment for any additional work requested by the Client.

 

Quotation

1. Validity:
   The attached quotation is an integral part of these Terms and Conditions and is valid for thirty (30) days from the date of issue. Acceptance of the quotation by the Client, indicated by their signature, signifies that the Client has read, understood, and accepted the Terms and Conditions outlined in this document.
2. Estimated Costs:
   The figures provided in the quotation are minimum estimates for the project and are based on a 12-month subscription period. These estimates do not account for additional costs that may arise due to factors such as rush fees, expenses incurred on the Client’s behalf, or any changes to the project scope. All of these potential additional costs are explained below.
3. Scope of Work and Final Costs:
   If the project scope remains unchanged, it is unlikely that the final amount payable will differ from the estimated costs provided in the quotation. However, any changes to the project scope, including but not limited to additional features, content, or revisions requested by the Client, may result in additional charges. Such charges will be communicated to the Client and will be based on the rates specified in this agreement.

 

Project Schedule

1. Project Deadlines:
   BLimitless will make every effort to meet the project deadlines outlined in the quotation. However, meeting these deadlines is contingent upon the Client providing all necessary materials, content, and feedback in the required formats and within the agreed timeframes. The Client agrees to review BLimitless’s work and provide timely feedback and approvals. While we strive to adhere to the schedule, we recognize that creativity does not always follow a strict timeline; therefore, time is not considered of the essence in this contract.
2. Subcontracting:
   BLimitless reserves the right to assign subcontractors to this project when necessary to ensure the right fit for the job and to facilitate on-time completion. BLimitless warrants all work completed by subcontractors as part of this project, ensuring that it meets the same standards as work completed in-house. When subcontracting is required, BLimitless will only engage industry-recognized professionals with the appropriate expertise for the task.

 

Payment Schedule and Invoices

1. Payment Terms:
   The Client agrees to adhere to the payment schedule outlined in the quotation and to pay invoices in accordance with the terms stated on the invoice. If no specific terms are stated, payment is due within fourteen (7) business days (excluding weekends and public holidays) from the date of invoice receipt. The Client is responsible for covering any bank charges, administrative fees, and other costs associated with remitting payments to BLimitless.
2. Initial Payment:
   A first payment, equivalent to 1/12th of the total contract amount, is required before project work is scheduled to commence, unless otherwise stated or agreed upon. Upon receipt of this payment, BLimitless will officially open the project and begin the workflow process for the services requested. Payments can be made through our secure payment provider, PayFast, via EFT (Electronic Funds Transfer), Credit Card, Debit Card, SCODE, MASTERPASS, and MOBICRED. For international clients outside of Southern Africa, payments are accepted via EFT only, unless otherwise agreed. No cheque deposits will be accepted. Cash deposits will incur a 10% fee to cover bank charges.
3. Balance Payment:
   The balance of the payment is due and payable once the website is fully developed, and the contract has been signed. Both parties may agree to a 12-month installment/payment term for the website’s development. The payment terms will be clearly outlined and agreed upon before commencing the project.
4. Project Milestones and Approval:
   BLimitless will submit a ‘First Mock-up Draft’ of the website within ten (10) business days after receiving the signed agreement, the initial down payment, and direction from the Client, as provided in the Website Design Intake Form. The Client must provide BLimitless with all necessary data to complete the website, including documents, text, company logos, and images. Communication between BLimitless and the Client is crucial during this phase to ensure that the final product meets the Client’s expectations.

Upon completion of the initial design phase, the Client will be asked to confirm acceptance of the basic site design via e-mail. Once acceptance is received, work will continue to finalize the project. Upon completion of the website, an approval and review form will be sent to the Client for final sign-off.

5. Late Payments and Penalties:
   If payment is not made within seven (7) days of invoicing, a late payment penalty fee, calculated as a percentage of the outstanding amount, may be applied. If payment is not received within thirty (30) days of notification, BLimitless reserves the right to suspend all web services and content from the Internet until the outstanding balance is paid in full. In the event that collection efforts are required, the Client agrees to cover all fees incurred in the process.
6. Jurisdiction and Dispute Resolution:
   This agreement is considered to have been entered into in Plettenberg Bay, South Africa, regardless of the location of signing. Any disputes arising from this contract will be subject to litigation or arbitration in Plettenberg Bay, South Africa. The Client agrees to this venue for all legal matters.

 

Amendments / Changes to Our Work

1. Revisions:
   BLimitless offers up to two (2) rounds of revisions at no extra charge, provided that the requested changes do not substantially alter the original project scope, nature, or purpose, and that final approval has not yet been given for the work concerned. Any changes that fall outside of these parameters will be considered a change in project scope, as detailed in Section 8 below.
2. Client Collaboration:
   BLimitless is committed to delivering high-quality products and exceptional customer service. We encourage active collaboration and input from the Client during the design process to ensure the final product meets their expectations. However, BLimitless acknowledges that the Client may request significant design changes to pages that have already been built according to the original specifications.
3. Significant Page Modifications:
   Please note that our agreement does not cover “significant page modifications” or the creation of additional pages beyond the agreed maximum. Significant modifications are defined as substantial changes that deviate from the original specifications or require extensive rework. Examples of significant page modifications include, but are not limited to:

• Developing a new table or layout structure to accommodate a substantial redesign at the Client’s request.
• Recreating or significantly modifying the company logo or other graphics at the Client’s request.
• Replacing more than 75% of the text on any given page at the Client’s request.
• Creating a new navigation structure or changing link graphics at the Client’s request.
• Significantly reconfiguring the Client’s shopping cart with new products, shipping options, or discount calculations, if e-commerce has been enabled and selected by the Client.

4. Change Requests:
   If the Client requests significant page modifications after the agreed page maximum has been reached, BLimitless will submit a Change Request outlining the estimated costs for the additional work. This Change Request must be approved by the Client before any further changes are made.
5. Moderate Changes:
   Moderate changes, which do not significantly alter the page structure or exceed the scope of the original agreement, will be accommodated during the development phase of the site and are covered by our maintenance agreements.

 

Cancellation

1. Client-Initiated Cancellation:
   The Client may cancel this contract at any time by providing BLimitless with written notice at least one (1) month in advance, also taking into account that the initial contract term of 12-months has passed. If this is not true, the client will receive an invoice for outstanding payments. The notice must be sent via email or certified mail to ensure it is received and acknowledged.
2. BLimitless-Initiated Cancellation:
   Similarly, BLimitless reserves the right to cancel this contract at any time by providing the Client with written notice at least one (1) month in advance. The notice will be sent via email or certified mail to the contact details provided by the Client.
3. Obligations Upon Cancellation:
   Cancellation of this contract does not affect any rights or benefits that either party has accrued prior to the cancellation date. Upon cancellation, the Client remains obligated to pay BLimitless for any outstanding invoices and for any work already completed but not yet invoiced. This includes any deliverables that have been provided up to the cancellation date.
4. Transfer of Work and Deliverables:
   Upon receipt of all due payments, BLimitless will transfer all completed work and deliverables to the Client. If the contract is cancelled before project completion, the Client will receive all work completed up to the cancellation date. Any partially completed work will be provided “as-is” and without any warranties regarding functionality or completeness.
5. Non-Refundable Payments:
   Please note that any payments made prior to cancellation are non-refundable. This includes deposits, instalment payments, or any other fees paid to BLimitless in advance of work performed.

 

Final Delivery

1. Graphic Design Projects:
   For graphic design projects, BLimitless will deliver the final project files to the Client within seven (7) business days after receiving the Client’s approval of the deliverables and after all outstanding invoices have been paid in full. The files will be provided in PNG, JPG, and PDF formats unless otherwise specified in the project scope. Original artwork stays the intellectual property of BLimitless, but however can be arranged to be purchased.
2. Website Development Projects:
   For website development projects, all necessary files required for the proper functioning of the website will be uploaded to the Client’s server within two (2) business days after receiving the Client’s approval and after all outstanding invoices have been paid in full.
3. Timely Completion:
   BLimitless and the Client agree to collaborate efficiently to ensure the timely completion of the project. BLimitless commits to working expeditiously to complete the project no later than forty (40) business days from the date of cleared initial payment and receipt of all relevant materials from the Client. However, BLimitless cannot be held liable for delays in project completion if the Client does not provide timely feedback or required materials.
4. Client Responsibilities:
   The Client is responsible for providing all necessary content, materials, and feedback in a timely manner to ensure that the project is completed within the agreed timeframe. Any delays in providing these materials may result in a delayed final delivery date.

 

Rights and Usage of Designs After Final Payment

1. Trademark Ownership and Assignment:
   If BLimitless designed a trademark (including logos and/or taglines) as part of your project, then upon full payment of all outstanding invoices, BLimitless assigns to you all rights, title, and interest in the trademark, with the exception of our rights against false attribution as authors under the Copyright Act, moral rights, and their worldwide equivalents.
2. BLimitless Portfolio Usage:
   In exchange for the rights assigned to you, you grant BLimitless a royalty-free, perpetual license to use representations of the designs and taglines in our portfolio, across all media types. This includes but is not limited to, use in our portfolio, trade publications, educational materials, promotional materials, and competitions.
3. Responsibility for Trademark Use:
   You are solely responsible for ensuring that the designs and taglines are free for you to use and register as a trademark, and that they do not infringe on the rights of others. BLimitless cannot and does not accept any liability for trademark clearance, registration, or infringement matters. We will, however, sign any necessary documents to confirm or evidence your ownership of the designs, provided you bear any associated legal or administrative fees.
4. Additional Uses or Modifications:
   If you wish to put the deliverables to uses beyond those originally agreed upon, or if you wish to make modifications to the designs, additional fees will apply. In some cases, additional licenses from third-party vendors may be required. Please contact us to discuss terms for such additional uses. Unauthorized use of the deliverables beyond the agreed scope may result in legal action, and you will be responsible for any resulting damages, legal fees, or other consequences.
5. Ownership of Drafts and Underlying Works:
   BLimitless retains ownership of all rights in the deliverables in both draft and final form, as well as in any works used to create them, except for materials provided by you or owned by third parties. BLimitless reserves the right to use these materials for future projects or purposes, subject to the licenses granted herein.

 

Changes to the Project Scope

1. Accommodating New Ideas:
   We recognize that new ideas and requirements may arise during the course of the project, and we are happy to accommodate them. If you wish to make changes or additions to the project scope that are not covered by the existing quotation, please inform us. We will assess the new requirements and provide you with a separate quotation to cover the additional work.
2. Urgent Changes:
   We understand that some changes may need to be implemented immediately. In such cases, you may request and approve an oral quotation to authorize us to begin work on the urgent changes right away. We will proceed with the work based on your verbal approval and follow up with a formal written quotation and invoice afterward.
3. Documentation and Approval:
   To ensure clarity and mutual understanding, all changes to the project scope, whether urgent or non-urgent, will be documented and provided to you in writing for approval. This helps to avoid any misunderstandings and ensures that both parties are aligned on the new scope and associated costs.

 

Expenses Paid on Your Behalf

You agree to reimburse BLimitless for any expenses we incur on your behalf in order to complete your project. These expenses may include, but are not limited to, charges for overseas calls, faxes, shipping, government fees, taxes, levies, entertainment, transportation, visas, entrance fees, usage fees, and license fees. All such expenses will be documented and included in our invoices to you, ensuring full transparency regarding the costs involved in your project.

 

Third-Party Vendors

As part of the project, BLimitless may purchase or license materials from third-party vendors, including but not limited to source code, work-up files, software programs, photographs, illustrations, and other creative assets. The intellectual property rights in any licensed materials remain the property of the respective third-party vendors. While BLimitless will secure the necessary licenses for their use in your project, these rights are typically non-transferable and may be subject to specific terms and conditions imposed by the third-party vendors.

 

Rush Fees

The attached quotation does not include any work that needs to be expedited ahead of the agreed project schedule or work outside the original project scope that must be completed on a rush basis. Rush work is defined as any task you request to be completed within one (1) or two (2) business days from your request. Please note that this does not apply to the development of entire websites within such a short timeframe.

Rush service fees are charged at a premium rate of 200% (two hundred percent) of the amount stated in the attached quotation. If no prior quotation exists for the requested work, the rush fee will be applied to our standard rate for that type of work.

 

Delays to the Project Schedule

We understand that it’s not always possible to respond to emails and messages immediately, and we don’t expect you—or us—to do so at all times. However, maintaining momentum is crucial for the successful and timely completion of the project, and it benefits both parties.

To encourage ongoing communication and progress, a delay fee of five percent (5%) of the total quoted amount will be applied for every ten (10) consecutive business days that either party goes unresponsive. This includes failing to provide necessary information, instructions, materials, or any other items required for the project to proceed.

The maximum delay fee that either party can claim under this clause is limited to an amount equal to the total quoted amount for the project.

 

An Explanation of Our Work

1. Design: We create responsive, look-and-feel designs and flexible layouts that adapt to various devices and screen sizes. Our design process is iterative, and we primarily use HTML and CSS to develop layouts, which means we don’t spend time creating static mockups for every template. Occasionally, we may use static visuals to convey the design atmosphere, including color, texture, and typography.

You will have at least two opportunities each week to review our work and provide feedback. If at any stage you are not satisfied with the direction of our work, you may terminate the contract. In such a case, you will be required to pay in full for all work completed up to that point.

2. Text Content: We offer AI-generated content and copywriting services as part of our offerings. If you require assistance with creating new content or inputting text, we can include these services in your package or provide a separate estimate based on your specific needs.
3. Photographs and Artwork: You should supply graphic files in an editable, vector digital format and photographs in a high-resolution digital format. If you require custom AI-generated artwork or need assistance in sourcing photographs, we can provide these services and offer a separate estimate. If you choose to purchase stock photographs, we can also recommend stock libraries.
4. HTML, CSS, and JavaScript: We deliver websites developed using Artificial Intelligence, HTML5 markup, CSS2.1 + 3 stylesheets for styling, and unobtrusive JavaScript for feature detection, polyfills, behaviors.
5. Browser Testing: Browser testing today involves ensuring that a design functions appropriately based on the capabilities of different browsers and devices, rather than making the website look identical across all platforms. We aim to provide a consistent experience that is tailored to the capabilities of each browser or device.

Please ensure that your website hosting specifications support the programming languages used in this project. While we strive to create websites that function well across a wide range of browsers, we cannot guarantee compatibility with all browsers in the market or future versions of browsers.

6. Software, Fonts, and Raw Files: The software and fonts used in the project remain the property of BLimitless and will not be released to you. Similarly, raw project files will not be supplied. If you require the raw files and the transfer of copyright, we can provide a separate estimate for this service.

 

Materials Provided by You

1. Ownership and Permissions:
   When you provide materials to BLimitless for use in the course of the project, you guarantee that you either own these materials or have been granted permission to use them. Ownership of these materials will remain with you or the original rights holders (e.g., licensors) at all times. By providing these materials, you grant BLimitless a royalty-free license to use them solely for the purposes of the project and to retain copies in our business records for archival and reference purposes.
2. Responsibility and Indemnity:
   BLimitless will not be held responsible for any damages, losses, or legal consequences that arise from the use of materials you provided if they infringe on the rights of others, or are unlawful or illegal. You agree to indemnify BLimitless and cover all damages, costs, fees, expenses, and legal fees (on an indemnity basis) that we may incur as a result of using materials that infringe on third-party rights or are deemed unlawful or illegal in any jurisdiction.

 

Non-Payment

We understand that timely payment is crucial, especially for a small business like ours. While we rarely encounter late payment issues with our clients, it is essential for us to protect our business interests.

1. Late Fees:
   In the unlikely event that any of our invoices are not paid on time, we reserve the right to charge a late fee as specified in the Terms and Conditions. This fee will be applied for every thirty (30) days that the invoice remains unpaid.
2. Project Suspension or Cancellation:
   If payment is not received within the agreed-upon timeframe, BLimitless may choose to take the following actions:

• Suspend Work: We may suspend all ongoing work until full payment is received. This includes halting any current development, removing unpaid material, and taking down the website if applicable.
• Project Cancellation: We may cancel the project immediately if payment is not forthcoming, with no obligation to continue any further work.
• Legal Action: We reserve the right to take legal action to recover any outstanding fees, including any legal costs or attorney fees incurred in the process of collection.

3. Reinstatement of Services:
   If services are suspended due to non-payment, they may be reinstated at BLimitless’s discretion once all outstanding invoices and any applicable late fees have been paid in full.

 

Our Rights Before Payment of the Final Project Invoice

All originally created deliverables, including but not limited to trademark logos, taglines, and other creative assets, whether in draft or final form, are wholly owned by BLimitless until full payment of the final project invoice is received.

This means that if the project is cancelled before completion or if the final invoice remains unpaid, BLimitless retains full ownership of all deliverables, and no rights are granted to you to use, reproduce, or distribute any of the materials. Any unauthorized use of these materials before full payment will be considered a breach of this agreement.

 

Errors and Omissions

BLimitless will use its best efforts to ensure the accuracy and completeness of the information presented on your website. However, in the event that errors or omissions do occur, please notify us promptly, and we will correct them at no additional cost to you.

This correction will constitute the full extent of our responsibility and liability for any errors or omissions in the web page information. BLimitless shall not be liable for any indirect, consequential, or other damages arising from such errors or omissions.

 

Confidential Information

“Confidential Information” refers to any information that is marked as secret or confidential, or which, based on the circumstances of its disclosure, should reasonably be treated as confidential.

During the course of this project, BLimitless and the Client may exchange Confidential Information. If either party receives Confidential Information from the other, the receiving party agrees to:

1. Maintain Confidentiality: Keep the Confidential Information strictly confidential and ensure that its employees, agents, and representatives do the same.
2. Non-Disclosure: Not disclose the Confidential Information to any third party, organization, or entity, unless absolutely necessary for the execution of this project and with prior consent from the disclosing party.

However, the receiving party may disclose Confidential Information if:

• It is required to comply with a court order, law, or regulation, or the direction of a governmental or statutory authority.
• The Confidential Information enters the public domain through no fault of the receiving party.
• The Confidential Information was lawfully disclosed to the receiving party by another source without any obligation of confidentiality.

This obligation of confidentiality will continue for a period of 2 years after the completion of the project, unless otherwise agreed in writing by both parties.

 

Limits on Liability

While our goal is to deliver top-quality work and achieve client satisfaction, there are certain limitations to our liability that we must establish:

1. As-Is Basis:
   The deliverables provided by BLimitless are delivered on an “as-is” basis. We make no promises or guarantees that the deliverables will be fit for, or achieve, any particular purpose or outcome.
2. Third-Party Products and Services:
   BLimitless cannot and does not guarantee that services or products purchased or licensed from third-party vendors will be free from interruption or failure, or that they will remain available for any specific period. We will not be liable for any issues arising from third-party products or services.
3. Limitation of Liability:
   BLimitless will not be liable for any lost profits, special, indirect, incidental, or consequential damages of any kind. We will not be liable for direct damages unless such damages are caused by our gross negligence or fraud. In any event, the maximum damages payable to you will not exceed the total fees actually invoiced and paid by you to us in connection with the project in question.
4. Specific Exclusions:
   BLimitless will not be responsible or liable for any damages or losses arising from:

• Your use of the designs and deliverables in ways not covered by the licenses we grant to you;
• Actions taken by us based on your instructions or using materials you provided to us;
• Any breach of these terms and conditions by you;
• Any legal, governmental, contractual, or other approvals required for the project that you failed to obtain.

5. Indemnification:
   You agree to indemnify and hold BLimitless harmless from all damages, costs, fees, expenses, and legal fees (on an indemnity basis) that we may incur as a result of any of the above specific actions or omissions.

 

Force Majeure

Neither you nor BLimitless shall be liable for any failure or delay in performing our respective obligations under this contract if such failure or delay is caused by events beyond our reasonable control (“Force Majeure Events”). Force Majeure Events include, but are not limited to:

• Fire, flood, earthquake, storm, hurricane, or other natural disasters;
• War, civil war, invasion, act of foreign enemies, hostilities, rebellion, or terrorist activities;
• Government sanctions, changes in law, or other governmental actions;
• Strikes, lockouts, or other industrial actions;
• Embargoes, sabotage, or acts of vandalism;
• Interruption or failure of electricity services, transport networks, or other public utilities;
• Interruption or failure of Internet services, communication networks, or other technological services.

In the event of a Force Majeure Event, the affected party shall notify the other party as soon as reasonably possible and shall use all reasonable efforts to mitigate the impact of the event. The obligations under this contract shall be suspended for the duration of the Force Majeure Event, and both parties shall resume performance as soon as the event is resolved.

 

No Transfer of this Contract

1. Client Transfer:
   You may not transfer, assign, or novate this contract, any licenses granted under or in connection with it, or any other parts of this contract to any third party without our prior written consent. Such consent may be granted at our discretion and may be subject to additional conditions.
2. BLimitless Transfer:
   BLimitless may not transfer, assign, or novate this contract without your prior written consent, except in the case of a transfer to a company or business in which BLimitless or its ultimate owners hold a majority ownership interest.

 

Other Legal Provisions

1. Independent Contractor Status:
   BLimitless operates as an independent contractor and not as your employee. Therefore, any laws that automatically transfer ownership of copyright in works created by an employee to the employer do not apply to this contract.
2. Governing Law and Jurisdiction:
   This contract, and any matters arising from it, are governed by the laws of South Africa. The courts of South Africa are deemed the most appropriate and convenient courts for settling any disputes connected with this contract, including disputes regarding its validity, existence, or termination. The courts of South Africa shall have exclusive jurisdiction over any such disputes.
3. Amendments to Terms and Conditions:
   BLimitless (Pty) Ltd reserves the right to amend these terms and conditions at any time without prior notice. However, any such amendments will not apply retroactively to contracts already in place unless expressly agreed by both parties.
4. Severability:
   If any provision of this contract is found to be unenforceable or invalid, the remainder of the contract will remain in full force and effect. The unenforceable or invalid provision will be deemed modified to the extent necessary to make it enforceable and valid.
5. No Waiver:
   A failure or delay by either party in exercising any right or benefit under this contract does not constitute a waiver of that right or benefit. Any waiver must be explicitly stated in writing to be effective.
6. Binding Effect:
   This contract will be binding upon and will inure to the benefit of the parties’ respective legal personal representatives, successors, and permitted assigns.
7. Third-Party Rights:
   Except where expressly stated otherwise in this contract, no person who is not a party to this contract shall have any right to enforce any term of this contract. This does not affect any right or remedy that exists or is available to a third party under any applicable law apart from this contract.

 

By signing this contract or making payment(s), you acknowledge and agree to all the terms of service and terms and conditions outlined herein. These terms become effective as of the most recent date indicated on the signing page or the date of payment, whichever occurs first.