Terms and Conditions
The Fine Print
We've separated our terms and conditions into categories. Click on the tabs below to navigate between them. For example “Payment Terms” If you would like a hard copy of any of these terms, we will gladly send these to you on request. There's a form at the end of the page for you to use.
Lastly please bear in mind that by working with Limenco Design you are also agreeing to and accepting all the terms on this page. It would thus be a good idea to contact us with your questions before you consider working with us.
For ease of expression, Limenco CC is referred to as "Limenco Design". The Client is referred to as "the Client" and the full extent of the services and deliverables to be provided by Limenco Design and the Client are collectively referred to as "the Project".
- Limenco Design and the Client acknowledge that the success of the Project is the joint responsibility of both parties. Failure by either party to fulfil it's obligations may impact the other's ability to meet it's own obligations on the Project.
- Limenco Design and the Client recognizes that they must both use all reasonable endeavors to meet agreed deadlines.
- Limenco Design may appoint sub-contractors at their own discretion to assist in meeting its obligations on the Project.
- Limenco Design will agree with the Client that where it's needs for appropriate involvement of Client personnel, reasonable working accommodation, communications and access to equipment and information, such shall be made available.
- During the Project the Client is likely to have access to the confidential information of Limenco Design, including (but not limited to) Limenco Designs past, present and future research, products, services, development, technical knowledge, and business activities. Similarly Limenco Design is likely to have access to the confidential information of the Client.
- Accordingly, each party (the "Recipient") agrees and undertakes in favor of the other party ("the Protected Party") that this confidential information of the Protected Party may be used by the Recipient only in connection with the Project and will be kept in the strictest confidence and will not be disclosed to any third party except with the prior signed written approval of the Protected Party or pursuant to a court order, directive or subpoena issued by any competent court or authority. The Client agrees that the Memorandum of Agreement (including annexes) constitutes confidential information of Limenco Design as contemplated in this paragraph.
Scope of Project
- The scope of the Project is described in the Memorandum ("the invoice" and or "the proposal") of Agreement. With the understanding that elements of the scope may necessarily change over time, Limenco Design will have no obligation to proceed with any change proposed by the Client until the cost and schedule impact has been agreed upon. Limenco Design will develop the cost and schedule impact of proposed changes within a reasonable period of having receiving instructions from the Client. If the project is reliant on the Client facilities, personnel or skills, Limenco Design reserves the right to treat absences of such as a proposed change in scope even if caused by circumstances beyond the Clients control.
Intellectual Property Rights
- Limenco Design will retain the intellectual property rights and copyright of any work performed by it's personnel, save for all such work as is paid for in full and exclusively by the Client, Limenco Design may yet retain copies of outputs and deliverables as are necessary for it's reference purposes. Limenco Design may re-use concepts and other outputs of the Project provided the Clients confidential information is safeguarded.
Remedies and Liabilities
- Limenco Design’s objective is to provide the Client with the stated business objective of the Project. If, in doing so, the Client suffers damages resulting from an act or omission of a Limenco Design director or employee, Limenco Design will recognize this, as it's responsibility. A monetary value up to but not exceeding the amount of fees received from the Client for that phase of work will be credited to the client.
- The Client agrees that Limenco Design shall be given a reasonable opportunity to remedy any failure or shortcoming in the delivery of the services / deliverables due to the Client. Limenco Design undertakes, at it's own expense, to use all reasonable efforts to implement such remedy as soon as reasonably possible after any such failure is reported in writing to Limenco Design. The time frame for this opportunity is initially set as being up to 6 months from written notice date. Any changes to this time frame will be agreed to in writing by both parties. Subject to the financial limits set forth above, the Client agrees that this provision shall be the exclusive remedy available to the Client in the event of any failure or shortcoming in the project.
- Limenco Design shall not be liable for any loss or damage both indirect or consequential, of any kind under any circumstances including negligence (whether arising under contract, common law, or otherwise) including but not limited to loss of profits, loss of operation time, loss of contracts or loss or corruption of data, whether caused by it's directors, employees, agents or other for whom in law it may be liable.
- Limenco Design’s liability under paragraphs 9 and 10 takes priority over any stated warranty or term of any kind relating to the Project.
- Limenco Design shall not be liable for failure to perform or any any delay in performing it's obligations, if such failure or delay is as a result of causes outside it's reasonable control.
Infringement and Copyright
- Limenco Design will defend, at it's own expense, a third party claim that any service or deliverable Limenco Design has provided infringes a South African copyright. In the event that any damages are finally awarded against the Client in respect of such a claim, these will be paid by Limenco Design. This indemnity will not apply if the infringement is the result of the Client modifying, misusing or providing deliverables or services to a third party or failure to use enhancements supplied by Limenco Design. Neither will this cover information, facilities, documents, or products which are supplied by the Client for the purposes of the Project. This indemnity constitutes the Clients sole and exclusive remedy and Limenco Designs entire liability with respect to any deliverable or service infringing any third party rights.
- Limenco Design reserves the right to meet it's responsibilities through the allocation of appropriate available skilled personnel, without a guarantee that specific individuals will be assigned to the Project.
- In the event of a Limenco Design employee resignation, Limenco Design will endeavor to replace that person within a reasonable period of time or otherwise agree to a reallocation of personnel resources.
- Neither party shall for the duration of the Project, or for one year thereafter, employ any person engaged by the other in connection with the Project.
Termination of Agreement
- The Client may restrict or terminate Limenco Design’s services at any time. In this case the Client will be liable for all work done at Limenco Design’s standard billing rates, which may be higher than proposed rates contracted for the Project. Since proposed rates will have included assumptions on the volume of work and levels of staffing at various stages of the Project. The Client will also be liable for any cancellation charges incurred by Limenco Design.
- Limenco Design may terminate it's participation in the project if it's fees remain unpaid for sixty (60) days from date of invoice or if the Client commits significant or repeated breach of agreement.
- The economics of Limenco Design’s proposal are based on timeous payment of invoices to balance expenditures on salaries and office costs. As a consequence, all invoices for fees and expenses will be payable within 7 days of presentation or as scheduled in the Memorandum of Agreement.
- Should a payment not be made within the agreed upon seven (7) days Limenco Design will at it's own discretion either continue with the agreement for a further seven (7) days or place the Project on hold. Should the Project be placed on hold all aspects under the control of Limenco Designs will be stored and maintained, until such time as either payment or termination of contract occurs. Any third party costs incurred as a result of this Project will be for the Clients account.
- Any sum which remains unpaid beyond thirty (30) days will result in the Project being placed on hold. Should that sum remain unpaid for a further thirty (30) days the agreement will be terminated (Refer point 19) and recovery procedures instituted.