KAZAM CREATIVE (herein referred to as the “Designer”).
The Designer is, and will perform their agreed upon services as an independent contractor for the client. No part of this Agreement shall be construed as to render the Designer an employee, agent, representative, part of a joint venture or partner of the Client. Neither party shall enter into any contracts, agreements or other obligations with any other parties which bind, or are intended to bind, the other party. The Designer and Client shall each maintain sole and exclusive control over their respective personnel and operation.
All services provided under this Agreement shall be performed in a professional manner consistent with the current industry standards. Services will be performed to the specifications included in written and verbal correspondence between the Designer and the Client. The Designer does not make any other guarantee as to the results of the Designer’s services. The Designer does not guarantee that any particular outcome will occur as a result of the services, that an increase in the Client’s customers/income will occur, or that the website pages will operate uninterrupted or error free. Occasionally, technical issues can arise within website hosting or the website itself, which the Designer cannot be held accountable for. The Designer does not guarantee that the Client’s exposure on the internet will be increased. OTHER THAN EXPRESSLY PROVIDED HEREIN, THE DESIGNER MAKES NO OTHER WARRANTY WITH RESPECT TO THE SERVICES TO BE PERFORMED UNDER ANY AGREEMENT WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
The Client agrees that no work shall be done on the website while the Designer is performing the agreed upon services, without the Designer’s knowledge and previous written/verbal warning. The Designer shall not be responsible for delays, costs or errors that the Designer determines are attributable to unauthorised changes to the site.
The Designer can terminate at any time, without notice, for non-payment or, in the Designer’s sole opinion, if the Client is not granting the access or information needed by the Designer to fully perform the agreed upon services. Upon such termination, the Client shall pay to the Designer a proportionate amount (as determined by the Designer) for all services performed up to and including the date of termination.
The Client represents and warrants to the Designer that the Client is the legal owner of the website and has the right to grant the Designer access to all webpages necessary to perform required services, and owns all materials of any kind provided to the Designer for use under this Agreement and that the Client has full right, title and interest to such website and materials. The Client represents and warrants that the website and any materials provided to the Designer shall be free of any claim of trade secrets, trademarks, trade names, copyright, or patent infringement or other violations of any intellectual property rights of any person.
The Client shall defend, indemnify and hold harmless, the Designer, it’s agents, employees, successors and assigns from and against any and all liability, damages, losses, claims, demands, actions, causes of action and costs, including but not limited to reasonable attorney’s fees and expenses, arising out of any and all claims arising out of, or related to the services performed, or to be performed under this Agreement including, but not limited to, claims that the Designer’s access or use of the website or materials provided by the Client infringes upon any trade secrets, trademarks, trade names, copyright, patents or other intellectual property rights.
LIMITATION OF LIABILITY
THE DESIGNER WILL NOT BE LIABLE TO THE CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF OR UNDER-UTILISATION OF LABOR OR FACILITIES, LOSS OF ANY REVENUE OR ANTICIPATED PROFITS, OR CLAIMS FROM CUSTOMERS, RESULTING FROM THE DESIGNER’S PERFORMANCE OR NON-PERFORMANCE OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, OR IN THE EVENT OF SUSPENSION OF THE SERVICES OR TERMINATION OF THIS AGREEMENT.
Right and title to all ideas, trade secrets, business processes, inventions and other intellectual property (collectively referred to as “Inventions”) used or developed by the Designer in the performance of the services shall remain with the Designer. Upon payment of all fees due hereunder, the Client is hereby granted a license for non-exclusive use of any of these Inventions used on the Client’s website. The Client agrees to keep confidential any and all Inventions not publicly known such as source code or other Inventions utilised by the Designer under this Agreement.