SEA MONSTER – STANDARD TERMS AND CONDITIONS
Terms expressly stated in an agreement take precedence over Standard Terms and Conditions contained below.
“Sea Monster” shall mean Sea Monster Entertainment (Proprietary) Limited registration number 2011/127080/07 of 9 Caxton St, District Six, Cape Town, 7925.
“Services” shall mean any work, including project or professional services performed by Sea Monster for the customer.
“Customer” shall mean the natural or juristic person who has contracted with Sea Monster for the performance of the Services.
Payment terms are strictly 30 days from date of invoice.
Sea Monster reserves the right to charge interest at the prime lending rate for any monies owing after 30 days.
Any Time and materials based Services that have been agreed in writing by the Customer will be billed monthly in arrears.
RATES AND OTHER CHARGES
All rates and charges in this document exclude taxes (including value-added tax, rates or levies which shall be payable at the then prevailing rates).
VAT at the Standard Rate of 15% will be charged on all rates and charges payable by the customer.
Unless otherwise agreed by Sea Monster in writing, the Services shall be performed by Sea Monster during its normal business hours from Mondays to Fridays, excluding public holidays. Unless otherwise agreed to by the parties, Services provided outside Sea Monster’s normal business hours shall be subject to rate increases according to those prescribed by the government and agreed to between the parties in writing.
SOLICITATION OF PERSONNEL
Unless otherwise agreed to in writing, during the Services engagement period and for a period of one (1) year thereafter, neither Sea Monster nor the customer shall employ or solicit for employment or cause employment to be offered to or cause to be employed any personnel or contractor of the other, or its subsidiaries, directly and substantively working under this Agreement.
SEA MONSTER OBLIGATIONS
Sea Monster will ensure that all employees and/or contractors have the necessary levels of skill and qualification in order to deliver the Services. Sea Monster will adhere to the customer’s design and development standards as guided by the customer. Sea Monster agrees that they enter the customer’s premises at their own risk and shall comply with the customer’s security policies and procedures.
SOLUTION SOURCE CODE
Sea Monster hereby assigns to Customer the copyright in all copyright material including, but not limited to, computer systems and computer programs and both the paper and electronic versions of memoranda, reports and other documents made by an employee of Sea Monster in the course of the employee’s employment by Sea Monster, forming part of the Project or Services detailed in this document.
Ownership and title of all intellectual property rights in all works first developed or created by Sea Monster prior to the Date of Signature and handed to Customer during the term of this Agreement, shall remain vested in Sea Monster. In respect of such works, Sea Monster hereby grants the Customer a non-exclusive perpetual free licence to use such works.
Both parties shall treat as confidential all information obtained from the other pursuant to this agreement and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to this agreement, information which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). Each party shall ensure that its employees are aware of and comply with the provisions of this clause. The foregoing obligations as to confidentiality shall survive any termination of this contract.
LIMITATION OF LIABILITIES
Although Sea Monster undertakes to perform its duties and obligations in terms of this agreement in a professional and proper manner, strictly in accordance with this agreement, Sea Monster does not accept liability for damages and claims such as loss of profit or consequential damage, arising either directly or indirectly as a result of the performance of this agreement.
Each party shall be solely responsible for and hereby indemnifies the other party and holds the other party free and harmless from any and all costs, damages and claims from or in connection with illness, injuries or the death of any of their respective personnel.
The parties shall ensure that they do not in any manner infringe or allow any infringement of a third party’s intellectual property rights (copyright, patent rights and the like) in the performance of this agreement and either party hereby indemnifies the other party against such other party as a result of any such infringement.
Should either party commit a breach of any provision of this agreement and fail to remedy such breach within thirty days of receiving written notice from the aggrieved party thereby requiring the defaulting party to do so, then the aggrieved party shall be entitled, without prejudice to the aggrieved party’s other rights in law to claim damages or specific performance, to terminate the agreement in whole or in part.
EFFECT OF TERMINATION
Termination for convenience. Either party, at their sole discretion, may terminate this agreement, upon at least 30 days prior written notice.
Effects of TerminationDuties on termination. On termination, cancellation, or expiry of this agreement we will stop providing the goods or services; and
each party will deliver to the other party, or at the other party’s option destroy all originals and copies of confidential information and proprietary materials in its or their possession or under its or their control.
Customer will pay Sea Monster for all work done to date, based on time and materials used, or a percentage of the project completed up to the date of termination.
Upon receipt of the payment from Customer, Sea Monster will hand over all completed source code, animations and other graphical elements to Customer, and will use their best endeavours (but will not be required to incur any additional costs) to ensure a smooth and orderly transition of the project to another development house.
No expectation. We acknowledge and confirm that no expectation has been created by anyone, by the agreement or any other agreement, entitling us or our personnel to expect: continued service for any period whether definite or indefinite;
the renewal or extension of the term of any agreement; or
the conclusion of any further agreements between us.
Survival. The termination, cancellation, or expiry of this agreement will not affect the enforceability of the terms that are intended to operate after expiry or termination.
OTHER TERMS AND CONDITIONS
Unless otherwise stated, proposals for Services are valid for 30 days.
The project kick-off meeting will be scheduled to start within 21 days of receiving a signed proposal, or copy of purchase order from the customer.
Either party is entitled to terminate this agreement on 60 days written notice at any time
All prices and costs quoted are exclusive of VAT and other government taxes.