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Statement of Work

The Statement of Work or Quotation agreed upon, along with the Terms and Conditions below, make up the service agreement (the “Agreement”). The scope of work includes work to be performed, deliverables, agreed dates of deliverables and payments.

Acceptance of Terms & Conditions

It is necessary for any Client to have provided acceptance of these terms and conditions for them to apply. Acceptance of the below terms & conditions are made by submitting the digital form on this web page. The submission of this form along with the depositing of the required initial payment as stated in the Statement of Work or Quotation will be deemed as the Client agreeing to the terms & conditions below as well as the terms stated in the Statement of Work and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted these terms and conditions.

 

Interpretation & Definitions

“we, us, our”:
Daniel Skaftouros PTY LTD trading as Weaverbird Web:

“Client, you”:
The person or firm who purchases services from the supplier.

“Confidential Information”
Any information relating to or disclosed in the course of the performance of this Contract, including any information, idea, technology, know-how, inventions, algorithms, data, process, technique, program, computer software, computer code and related documents, work-in-progress, future development, engineering, present or future products, costs, sales, customers, profits, employees, key personnel, pricing policies, operational methods, technical processes, opportunities, markets, and other business affairs and methods and related information, manufacturing, marketing, business, technical, strategic, research, operating, financial, or personnel matters, whether in oral, written, graphic or electronic form.

“Services”
the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification and including any digital based services such as web design and development, content management systems, email markets, social media branding, search engine optimisation work, hosting etc.)

“Contract, SLA, agreement, this document”
The contract between the Supplier and the Client for the supply of Services in accordance with the terms & conditions, and statement of work stated in this document.

“Change Request” or “Support Request”
This is any request made by the client for work stated within the above mentioned Statement of Work.

 

Requests for “in-scope” work

An in-scope change-request is any request made by the client that falls within the statement of work specified on the invoice.

When an in-scope request is made, we will perform the request within the timeframes as stated below in these terms and conditions.

Whenever you have an in-scope request, you can submit a support ticket directly through the following method: via email at support@weaverbird.co.za, or WhatsApp on +27 72 152 3958.

You will be notified via WhatsApp or email that the request has been received, and then again once changes/edits/support are complete or ready for review.

 

Requests for “out-of-scope” work

A “Change Request” is any request for work outside the scope of the Statement of Work.

If such a request is made, Daniel Skaftouros PTY LTD T/A Weaverbird Web will notify the Client that it is an “out-of-scope” Change Request. If the Client still wants to proceed with the Change Request, Daniel Skaftouros PTY LTD T/A Weaverbird Web will bill the work on a time and materials basis, at Daniel Skaftouros PTY LTD T/A Weaverbird Web’s standard hourly rate.

Certain services, such as redesign / redevelopment services, post-launch domain or DNS issues, custom or third-party integrations, and new feature development might not be included in our monthly web maintenance package if the projected amount of time falls outside of the maintenance hours stated in this agreement, or if the technical abilities required to deliver the request fall outside of the normal scope of website maintenance functions. A quote to deliver the request will be drafted and submitted to you in such cases.

 

Response and Resolution Times

We aim to offer a response and resolution time depending on the priority weighting our team assigns to your ticket when it’s first received. Our team will communicate regularly including timeframes and progress in resolution. 99% of all tickets and support requests are responded to and resolved within the following defined timeframes:

Priority set to: Response and initial
actions taken within:
Resolution within:
Low 2 days 2 weeks
Medium 4 hours 2 business days
High 30 minutes ASAP

We will provide updates on High priority tickets at least once an hour. All other updates will be provided in a timely manner.

Examples of priorities:

  • Low: Text/ Imagery misalignment.
  • Medium: New blog post.
  • High: Contact form not working or Website not loading.

Please note: Resolution times will only be met if the fix is possible within the time window and we will keep you informed throughout the process.

 

Support and Operating Hours

We offer guaranteed response times during business hours:
9am – 5.30pm, Mon-Fri excluding Public Holidays and Weaverbird’s Christmas break.

During weekends, public holidays and Christmas break, we will still be available for emergency support.

 

Quotations

Quotations are only valid for 20 business days.

 

Payment

The timeframe of payment.
Client shall pay all invoices within 7 working days of receiving Intellectual Property.
For monthly website maintenance and monthly marketing services, the invoice for monthly services will be emailed to the client at the beginning of the month of the service, which constitutes a prepaid billing model.

Expenses incurred outside of Statement of Work / Quotation.
Daniel Skaftouros PTY LTD T/A Weaverbird Web will notify the Client should any expense arise that it is outside of Statement of Work / Quotation. If the Client still wants to proceed with the extra expense, Daniel Skaftouros PTY LTD T/A Weaverbird Web will add such expense to the final project invoice.

Late Payment.
Interest of 2% per month will be charged on balances which have been outstanding for more than 30 days.

Daniel Skaftouros PTY LTD T/A Weaverbird Web reserves the right not to release or publish the service until full payment has been received.

Daniel Skaftouros PTY LTD T/A Weaverbird Web reserves the right to disable, or delete, the work produced without notice in the event that the total amount due has not been settled within the time frames stated in this agreement or the Statement of Work.

In the event of fees being outstanding for more than 60 days, Daniel Skaftouros PTY LTD T/A Weaverbird Web reserves the right to disable email and other website services until fees are paid in full. During this time Daniel Skaftouros PTY LTD T/A Weaverbird Web holds absolutely no responsibility for any impact/s this may have on the client.

 

Website Uptime

We guarantee our dedicated commitment to ensure maximum website uptime. Any website downtime will be remedied with urgent action to resolve as soon as possible, 24/7, 365 days a year.

 

Continuous Review, Monitoring, & Recommendation for Improvement

We commit to regular monitoring and review of websites that we manage on a maintenance retainer, and will notify you regarding any opportunities to improve the website. We will wait for approval before proceeding with the recommended changes.

 

Deliverables

Original Editable Files.
Daniel Skaftouros PTY LTD T/A Weaverbird Web will provide original, editable design files to the Client at the Client’s request. The files will be supplied in the industry standard design formats. These formats may include any 1, or a combination of, editable Adobe Creative Suite files such as Photoshop (.psd), Indesign (.indd), and Illustrator (.ai). The Client understands that it may need particular software and expertise to utilize the deliverables. If the Client would like its deliverables in a specific file format, the Client must request to have the format included in the Statement of Work (Quotation).

Printable Files.
Daniel Skaftouros PTY LTD T/A Weaverbird Web will supply the Client with the required printing file format only as indicated in the Statement of Work (Quotation).

Other File types.
Daniel Skaftouros PTY LTD T/A Weaverbird Web will supply the Client with the final design in all file types stated in the Statement of Work (Quotation). Any requests for the deliverable of a design in a file format not specified in the statement of Work (Quotation), other than an Original Editable File as stated above, will incur a further cost based on an hourly rate.

Purchased Stock Images.
Any stock image, font or other resource purchased by Daniel Skaftouros PTY LTD T/A Weaverbird Web on behalf of the Client will be transferred to the Client electronically during or after completion of the project along with the relevant usage license. Once this transfer takes place, the Client is responsible for adhering to the terms and conditions of the license and thereafter, Daniel Skaftouros PTY LTD T/A Weaverbird Web will under no circumstances be held responsible for any copyright disputes.

Custom images, icons, copy, and other media created by Daniel Skaftouros PTY LTD T/A Weaverbird Web outside of the Statement of Work / Quotation:
The Client has the right to use such imagery in other branding and advertising material however does not own copyright to such material. Daniel Skaftouros PTY LTD T/A Weaverbird Web reserves the right to reuse or resell such content in any way, except in such a way that will cause the Client to infringe on Copyright. For example, if Daniel Skaftouros PTY LTD T/A Weaverbird Web designs a custom icon for the Client website that is not stated specifically in the Statement of Work/quotation, Daniel Skaftouros reserves the right to use the same icon design on a different project. The transfer of such files to the Client will be made on request by the Client only in file formats and sizes created for the intended use of the content. Any further modification required on the file will incur a further cost billed at an hourly rate.

Client provided content:
In situations where the Client provides images, text, animations, layouts, or any other content for their website or other marketing material the Client is legally responsible for ensuring that this material does not infringe any copyright.

Under no circumstances will Daniel Skaftouros PTY LTD T/A Weaverbird Web be held responsible for any copyright disputes arising from content supplied by the Client.

Timeframe.
Daniel Skaftouros PTY LTD T/A Weaverbird Web will use commercially reasonable efforts to perform the Services within the schedule outlined in the Statement of Work. Daniel Skaftouros PTY LTD T/A Weaverbird Web’s delivery time frame depends upon the Client’s prompt response to any questions or requests for Client materials.

Daniel Skaftouros PTY LTD T/A Weaverbird Web Agents.
Daniel Skaftouros PTY LTD T/A Weaverbird Web may hire third-party service providers (“Design Agents”) as independent contractors. Daniel Skaftouros PTY LTD T/A Weaverbird Web is responsible for Design Agents’ compliance with this Agreement.

Testing & Acceptance.
Daniel Skaftouros PTY LTD T/A Weaverbird Web shall use commercially reasonable efforts to test Deliverables before providing them to the Client.

If the project includes XHTML or HTML markup and CSS templates, Daniel Skaftouros PTY LTD T/A Weaverbird Web will use HTML5 markup and CSS3 for styling. Daniel Skaftouros PTY LTD T/A Weaverbird Web will test the markup and CSS in current versions of Safari, Chrome, Firefox, and Internet Explorer. Daniel Skaftouros PTY LTD T/A Weaverbird Web will not test websites in older browsers unless specifically identified in the Statement of Work.

The Client shall promptly review all deliverables and must notify Daniel Skaftouros PTY LTD T/A Weaverbird Web of any failure to conform to the Statement of Work within 5 business days of receiving Intellectual Property. If Daniel Skaftouros PTY LTD T/A Weaverbird Web does not receive a timely notification, the Deliverable will be deemed accepted. The Client’s notification must identify the problems with the Deliverable.

Client Responsibilities.
The client must promptly: (a) coordinate any decision-making activities with 3rd parties; (b) provide Client Content in a form suitable for reproduction or incorporation into the Deliverables; and (c) proofread deliverables.

 

Testing & Acceptance.

Daniel Skaftouros PTY LTD T/A Weaverbird Web shall use commercially reasonable efforts to test deliverables before providing them to the Client.

The Client shall promptly review all deliverables, and must notify us of any failure to conform to the Statement of Work within 5 business days of receiving Intellectual Property. If Daniel Skaftouros PTY LTD T/A Weaverbird Web does not receive a timely notification, the deliverable will be deemed accepted. The Client’s notification must clearly identify the problems with the deliverable.

 

Client Rights in Deliverables. Intellectual Property

Intellectual Property (Intellectual Property) Assignment.
Upon completion of the Services and full payment of all invoices, Daniel Skaftouros PTY LTD T/A Weaverbird Web shall assign Intellectual Property rights to the Client. These Intellectual Property rights include all ownership Intellectual Property rights, including any copyrights, in any artwork, designs, and software created by Daniel Skaftouros PTY LTD T/A Weaverbird Web and incorporated into a Final Deliverable, except as otherwise noted in this Agreement.

After the transfer of Intellectual Property, the Client becomes responsible for any servicing of such property/material. At this stage, Daniel Skaftouros PTY LTD T/A Weaverbird Web will not be responsible for performing any changes or maintenance of such material unless stated in the Statement of Work. For Websites, Daniel Skaftouros PTY LTD T/A Weaverbird Web will keep a backup of the Website as it appears during the transfer. The client may also wish to keep more recent backups of the website. Daniel Skaftouros PTY LTD T/A Weaverbird Web can perform restoration of the website as it appears in the most up-to-date backup of the website at the hourly rate.

Certain software used in the design/production of the website may be Open Source and therefore cannot be owned by the client, for example, the WordPress platform.

The websites we build are built using a collection of licensed images and software, each with varying usage and licensing terms. The licences are purchased on behalf of the client and so these assets cannot be owned by the client, but the licence, and terms of that licence, is owned by the client. For example, if a stock image is used in a web design, the use and ownership of that image is governed by the licence terms purchased with the asset. You cannot copyright that image or resell it. The extended use of that image may also be prohibited based on the licence terms.

 

Daniel Skaftouros PTY LTD T/A Weaverbird Web Rights in Deliverables

Preliminary Works.
Daniel Skaftouros PTY LTD T/A Weaverbird Web retains the rights to all Preliminary Works that are not incorporated into a Final Deliverable.

Daniel Skaftouros PTY LTD T/A Weaverbird Web Portfolio.
Daniel Skaftouros PTY LTD T/A Weaverbird Web may display the Deliverables in Daniel Skaftouros PTY LTD T/A Weaverbird Web’s portfolios and websites, and in galleries, design periodicals, and other exhibits for professional recognition. Likewise, Daniel Skaftouros PTY LTD T/A Weaverbird Web may publicly describe its role in the Project.

Credit / Attribution.
If Daniel Skaftouros PTY LTD T/A Weaverbird Web incorporates credits/attribution into the Deliverables, any use of the Deliverables shall continue to bear the credits in the same form, size, and location.

 

Website support after Delivery

Website future support.
The website will be handed over as a fully functioning, completed work. Unless it has been agreed beforehand, Daniel Skaftouros PTY LTD T/A Weaverbird Web is not responsible for future support. Support can be provided upon request for an agreed fee. When Daniel Skaftouros PTY LTD T/A Weaverbird Web hands over to the Client the back-end website credentials Daniel Skaftouros PTY LTD T/A Weaverbird Web will no longer be held responsible for any errors that may occur when the Client updates/manages/amends the website without the assistance or advice of a professional.

Future Website Problems:
Problems caused by malicious software, spyware, viruses, and website hacking are a fact of life on today’s Internet, and any website can be a target. Daniel Skaftouros PTY LTD T/A Weaverbird Web will endeavor to protect it from this as much as Daniel Skaftouros PTY LTD T/A Weaverbird Web can during its creation, but after the website is handed over, Daniel Skaftouros PTY LTD T/A Weaverbird Web cannot be held responsible for problems caused by illegal activity or the actions of others. If there is any malicious activity on the website once it has been completed and handed over, then there will be additional costs to amend any issues with the website.

Website compliance with e-commerce, Accessibility, or Other Regulations:
Daniel Skaftouros PTY LTD T/A Weaverbird Web will aim to produce any web design in accordance with the client’s specifications. It is the client’s responsibility to ensure that the website and its content comply with current online trading laws and regulations.

Daniel Skaftouros PTY LTD T/A Weaverbird Web cannot accept responsibility for any failure to comply with laws and regulations related to accessibility, selling online, or those related to a specific business or trade. Daniel Skaftouros PTY LTD T/A Weaverbird Web can research this on the client’s behalf upon request, but in any business where complex compliance issues may exist, Daniel Skaftouros PTY LTD T/A Weaverbird Web recommends that the client takes legal advice from their company lawyer.

You are responsible for the content you publish on your website and agree to monitor the site to ensure its content is appropriate and does not pose a risk to either of us.

 

Search Engine Optimisation (SEO)

If Search Engine Optimisation has not been agreed as part of the web design or maintenance statement of work the client must be aware that Daniel Skaftouros PTY LTD T/A Weaverbird Web is not responsible for ongoing website promotion or other SEO services.

Any website, or web page developed for the client shall be developed in line with current best practice for search engine optimisation (SEO). We will use reasonable endeavours to ensure that:

The website is technically SEO-compliant, all metadata for social sharing is included where available; and, 301 redirects from any previously existing website pages are created to point to the new relevant web pages. The content will be inserted into the website using standard H1 to H6 tags, and images uploaded will have appropriate meta tags added, where relevant.

We will also submit the website to Google Search Console.

Should the client require the site to be promoted, or Search Engine Optimised on an ongoing basis a separate contract must be agreed. The order in which websites are ranked in the natural search results is controlled by the search engines. While during the web design, Daniel Skaftouros PTY LTD T/A Weaverbird Web can optimize the site initially for this by making it search engine friendly, it is impossible to make any guarantees on ranking position.

 

Printing

Daniel Skaftouros PTY LTD T/A Weaverbird Web will supply the Client or printer with the required printing specifications as indicated by the Client or printer. The printable file will be created with industry standards to ensure the best printing quality. Daniel Skaftouros PTY LTD T/A Weaverbird Web is not liable for any printing errors, text errors, image errors, or any other errors that may occur. The Client will be sent the approved Print Ready PDF and will be responsible for sending such files to the printer.

 

Confidentiality

Confidential Information.
Each party shall maintain Confidential Information in strict confidence, and shall not use Confidential Information except (a) as necessary to perform its obligations under the Agreement, or (b) as required by a court or governmental authority. Confidential Information includes proprietary technical and business information, Preliminary Works, and any other information marked “Confidential.”

Exception.
Confidential Information does not include (a) any information that is in the public domain, (b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the receiving party before obtaining access to it under this Agreement or properly received from a third party without an obligation of confidentiality.

 

Data, Password & IT Security:

All web development and web maintenance are produced & managed by full-time members of the Weaverbird team. If any project is required to be outsourced to a 3rd party, the client will be informed, and the 3rd party will be provided with only essential access.

Password Security:
Each member who has access to the backend of the website requires 2FA to log in to the website.
All website passwords and access are shared privately with the relevant team members as required. The passwords are not stored on the cloud but may be stored on the work devices of the relevant member. Passwords are shared via a combination of Email and WhatsApp. For example, if we need to share a username and password for a client profile, we will send the username through one secure communication platform, and the password via another secure communication platform.

2 Factor Authentication:
Each member who has access to the backend of the website requires 2FA to log in to the website. All website profiles are created only using business emails: @weaverbird.co.za

All Weaverbird staff members are required to use 2FA on all work and personal profiles and on all devices.

Regular Security Workshops and Training:
Weaverbird engages in regular security meetings with all staff present to make all staff members aware of security practices and updates.

Website Security:
Weaverbird keeps updated with weekly roundups on compromised WordPress plugins and themes. During website development, Weaverbird installs a premium Malware prevention and removal service which adds a firewall. This service is removed upon completion of a website project unless a website maintenance agreement is accepted.

No Guarantee of full security:
Although Weaverbird implements the above-stated practices, Weaverbird does not offer a guarantee on client website data security.

Full Disclosure:
Weaverbird will fully disclose to the client any security issues that arise.

 

Termination

Discretionary Termination by Client.
IF: Client uses this discretionary termination provision, THEN: Daniel Skaftouros PTY LTD T/A Weaverbird Web will retain all payments already made as of the notification date, and Client shall pay Daniel Skaftouros PTY LTD T/A Weaverbird Web (a) for all expenses incurred as of the date of notification of termination, (b) an early termination fee equal to 25% of the total project fee, and (c) No Intellectual Property rights will be transferred.

Discretionary Termination by Daniel Skaftouros PTY LTD T/A Weaverbird Web.
IF: Daniel Skaftouros PTY LTD T/A Weaverbird Web uses this discretionary termination provision, THEN: (a) Daniel Skaftouros PTY LTD T/A Weaverbird Web will retain (or, if not paid in advance, will be due) all costs already incurred and a prorated portion of the fees for services performed up to the termination date, (b) Daniel Skaftouros PTY LTD T/A Weaverbird Web will assist Client in transferring the project to a new company, and (c) Daniel Skaftouros PTY LTD T/A Weaverbird Web will assign sufficient Intellectual Property rights to Client to allow Client to continue the project.

Termination for Bankruptcy.
Subject to any restrictions imposed by law, either party may immediately terminate this Agreement, if the other party either: (1) ceases to do business in the normal course; (2) becomes insolvent; (3) admits in writing its inability to meet its debts or other obligations as they become due; (4) makes a general assignment for the benefit of creditors; (5) has a receiver appointed for its business or assets; (6) files a voluntary petition for protection under the bankruptcy laws; (7) becomes the subject of an involuntary petition under the bankruptcy laws that is not dismissed within 60 days.

Termination for Breach.
If a material breach of this Agreement is not cured within 10 business days after a party’s receiving notice of the breach, then the non-breaching party may terminate this Agreement immediately upon notice.
Termination Procedure. Upon expiration or termination of this Agreement: (a) each party shall return (or, at the disclosing party’s request, destroy) the Confidential Information of the other party, and (b) other than as expressly provided in this Agreement, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

 

LIMITATION OF LIABILITY

The services and the work product of Daniel Skaftouros PTY LTD T/A Weaverbird Web are sold “as is.” In all circumstances, Daniel Skaftouros PTY LTD T/A Weaverbird Web’s maximum liability to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to Daniel Skaftouros PTY LTD T/A Weaverbird Web’s net profit.
In no event shall Daniel Skaftouros PTY LTD T/A Weaverbird Web be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Daniel Skaftouros PTY LTD T/A Weaverbird Web , even if Daniel Skaftouros PTY LTD T/A Weaverbird Web has been advised of the possibility of such damages.

 

LIMITED WARRANTY

Except for the express representations and warranties stated in this agreement, Daniel Skaftouros PTY LTD T/A Weaverbird Web makes no warranties whatsoever. Daniel Skaftouros PTY LTD T/A Weaverbird Web explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

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