VIRTUAL LIFE SOLUTIONS (PTY) LTD

, Registration number: Trading as Virtual Life of the one part (hereafter referred to as “Virtual Life Solutions (Pty) LTD”) AND name of client as entered on the quotation attached to this document of the other part (hereafter referred to as the “CLIENT”)

WHEREAS: -

1. The CLIENT in terms of this Agreement instructs Virtual Life Solutions (Pty) LTD to develop (or alternatively improve its existing web or mobile site) maintain and or host its web or mobile site as per quotation.

2. Virtual Life Solutions (Pty) LTD, subject to the terms and conditions as set out herein below has accepted the instructions of the CLIENT.

Virtual Life Solutions (Pty) LTD will carry out work only where an agreement is provided either by Email, telephone, mail or fax. Virtual Life Solutions (Pty) LTD will carry out work only for clients who are 18 years of age or above. An ‘order’ is deemed to be a written or verbal contract between Virtual Life Solutions (Pty) LTD and the client; this includes telephone and Email agreements.

While every endeavour will be made to ensure that the website and any scripts or programs are free of errors, Virtual Life Solutions (Pty) LTD cannot accept responsibility for any losses incurred due to malfunction, from the website or any part of it. The compiled website/mobile site, graphics and any product produced remain the property of Virtual Life Solutions (Pty) LTD until all outstanding accounts are paid in full. All intellectual property including any scripts, applications, C# scripts, or software (unless specifically agreed) written by Virtual Life Solutions (Pty) LTD remain the copyright of Virtual Life Solutions (Pty) LTD and may only be commercially reproduced or resold with the permission of Virtual Life Solutions (Pty) LTD. Virtual Life Solutions (Pty) LTD cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material. The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Virtual Life Solutions (Pty) LTD for inclusion in the web/mobile design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Virtual Life Solutions (Pty) LTD and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Any additions to the brief will be carried out at the discretion of Virtual Life Solutions (Pty) LTD and where no charge is made by Virtual Life Solutions (Pty) LTD for such additions, Virtual Life Solutions (Pty) LTD accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.

The client agrees to make available as soon as is reasonably possible and usually within 14 (fourteen) days to Virtual Life Solutions (Pty) LTD all materials required to complete the site to the agreed standard and within the set deadline.

Virtual Life Solutions (Pty) LTD will not be responsible for cross browser development or testing unless specified in writing by the client. Virtual Life Solutions (Pty) LTD uses international guidelines for development and tests only in Mozilla Fire Fox, Google Chrome and Internet Explorer using their current versions. This may change from time to time depending on industry standards and popular browser usage data.

Virtual Life Solutions (Pty) LTD will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines. If no feedback is supplied to Virtual Life Solutions (Pty) LTD on notification that the project is completed within 14 days, the final invoice will be sent to the client for payment and the project will be deemed to be completed successfully.

Virtual Life Solutions (Pty) LTD will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.

Virtual Life Solutions (Pty) LTD will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents. Virtual Life Solutions (Pty) LTD will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.

Once a web site / mobile site has been designed and completed the final balance of payment is then due in accordance with our payment terms. A signoff form will be provided at the end of the project and the project will only be made live on completion of this form together with the final payment being received. There are no exceptions to this, i.e. if the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non-payment will result in legal action being taken if necessary.

This agreement does not allow for web site / mobile site maintenance to pages. A separate service level agreement is available at for regular maintenance of web and mobile sites.

Initial Concept Delivery:

Virtual Life Solutions (Pty) LTD will begin the design development process upon receiving the initial deposit payment. The client will be notified by e-mail or telephone upon payment confirmation, thus assigning a designer and confirming the immediate start of the project.

Virtual Life Solutions (Pty) LTD will produce your initial concepts within an agreed upon amount of business days depending on the size of the project following the receipt of your payment and brief.

Revision cycles:

Revision cycles generally consist of 2-3 additional compositions that incorporate changes requested by the client in the Revision Brief. The purpose of the revision process is to create responses that move forward in a specific direction as determined by the client. The client may request significant changes in the 1st and 2nd cycles, and the responses might be quite different in nature from the original composition chosen. By the 3rd revision request, the client's requests shall be modifications of the current composition only. Revision requests that depart from the current composition will be honoured and completed in the same timely manner; however Virtual Life Solutions (Pty) LTD reserves the right to charge R650.00 per hour per person for each such Revision.

No revision work, which requires payment, will be started without authorization from Client.

Virtual Life Solutions (Pty) LTD will begin the design development process upon receiving the initial deposit payment. The client will be notified by e-mail or telephone upon payment confirmation, thus assigning a designer and confirming the immediate start of the project.

All intellectual property including any scripts, applications or software (unless specifically agreed) written by Virtual Life Solutions (Pty) LTD remain the copyright of Virtual Life Solutions (Pty) LTD and may only be commercially reproduced or resold with the permission of Virtual Life Solutions (Pty) LTD.

Where applications or sites are developed on servers not recommended by Virtual Life Solutions (Pty) LTD, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the client’s responsibility to provide a suitable testing environment which is identical to the final production environment.

The client is expected to test fully any application or programming relating to a site developed by Virtual Life Solutions (Pty) LTD before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, Virtual Life Solutions (Pty) LTD will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.

We offer a complete range of shared and server hosting services to all type of business requirements by renting servers and buying server space and bandwidth from an ISP’s. They have great customer and technical service as well as an impressive uptime histories. Hosting services may require a separate contract. The client will be solely responsible for all hosting service charges.

Training clients on using their content management systems or any custom solutions is always conducted at the Virtual Life Solutions (Pty) LTD offices. Training dates are to be confirmed after the project development has been completed and paid for in full. The training sessions are usually 1 (One) hour long and focuses only on the functions that are covered in the approved brief and technical specification document. The cost for training is as per quotation or R450.00 per hour. Manuals and Help files are not included as part of the development costs of any project. The creation of a manual is a time consuming process and billable as per quotation or R450.00 per hour.

As Virtual Life Solutions (Pty) LTD use Third Party SDK’s and Tools and is bound to their Terms. The client agrees that the client is aware of these terms and has read and understood the terms for Third Party SDK’s and Tools used in the products or solutions provided to them and is also bound to these terms by signing this agreement. References to Third Party SDK’s and Tools Terms and Conditions is included in the products or solutions once the projects have been completed or published. The location and content of the Third Party SDK’s and Tools terms may change from time to time, but will always remain enforced as per this agreement.

Virtual Life Solutions (Pty) LTD undertakes to provide services of optimising the client’s web site for submission to local and/or international search engines. This service only caters for the work detailed on the product sheet and quotation and is only performed on a project that has already been developed. The process of submitting the Client’s project to local and international search engines can take between 2 and 6 weeks to complete. Virtual Life Solutions (Pty) LTD does not guarantee that it will give you certain results e.g. search engine position improvements, increase of traffic etc. This process is very technical and controlled by each search engine.

You are entirely responsible for all information contained in your advertising. Virtual Life Solutions (Pty) LTD is not responsible for this information. Please ensure that the information you provide is legal, accurate, and meets the requirements of this Terms of Service agreement.

Under no circumstances is Virtual Life Solutions (Pty) LTD liable in any way for any content including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, or otherwise transmitted via the service. Virtual Life Solutions (Pty) LTD reserves the right to withdraw, withhold, remove and/or suspend any advertising that may breech this agreement. The client will always be given the opportunity to amend the advertising so that it meets the requirements of this agreement. Virtual Life Solutions (Pty) LTD assumes no liability for disruptions of the Service, including but not limited to vandalism, theft, Internet disruptions, extreme or severe weather conditions, or any other causes in the nature of "ACTS OF GOD" or force Majeure. Virtual Life Solutions (Pty) LTD aims to provide an exceptional advertising service to all clients. If the client are not satisfied for any reason, please contact us directly and immediately so that a remedy may be established.

Our monthly data transfer limit is calculated per Month and outlined in our hosting product sheet, if data transfer exceeds this limit it will be charged at our standard rates per MB. While Virtual Life Solutions (Pty) LTD recommends hosting companies to host websites, no guarantees can be made as to the availability or interruption of this service by Virtual Life Solutions (Pty) LTD cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.

All accounts are set up on a pre-pay basis. We accept payments via Check, Online EFT (preferred) and Cash. Setup fees are charged for all new accounts that are paid on a monthly basis and major account changes and are non-refundable. All pricing is guaranteed for the term of pre-payment. Virtual Life Solutions (Pty) LTD reserves the right to change prices at any time without prior notification. Payment is due each anniversary month or period following the date the account was established. If 5 (five) days have passed and payment has not been received, the account will be suspended until further notice. A penalty and activation fee will be charged. The customer is responsible for all money owed on the account from the time it was established to the time that the customer notifies Virtual Life Solutions (Pty) LTD to request termination of services.

A deposit is required from any new client before any work is carried out. It is the Virtual Life Solutions (Pty) LTD policy that any outstanding accounts for work carried out by Virtual Life Solutions (Pty) LTD or its affiliates are required to be paid in full, no later than 5 (five) days from the date of the invoice unless by prior arrangement with Virtual Life Solutions (Pty) LTD.

Once a deposit is paid and work completed the client is obliged to pay the balance of payment in full. We will contact clients via Email and telephone to remind them of such payments if they are not received when due.

If accounts are not settled or Virtual Life Solutions (Pty) LTD have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we will then pass such cases to our attorney and debt collection agency.

Following consistent non-payment of an invoice our Solicitors will contact the client in question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons.

Payments must be made promptly based on the agreed schedule. Delinquent bills may be assessed a penalty charge if payment is not received within 5 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty may be added for each month of delinquency. Virtual Life Solutions (Pty) LTD reserves the right to remove any project from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by an authorised representative of Virtual Life Solutions (Pty) LTD. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this agreement was entered into in Pretoria, Gauteng, South Africa and any dispute will be litigated or arbitrated in Pretoria, Gauteng, South Africa.

All payments will be made in ZAR R funds unless agreed upon in writing by both parties.

1. For projects under R50, 000.00; payment on order.
2. For projects over R50, 000.00; 50% on order and 50% on completion
3. For projects over R300, 000.00; agreed in writing a down payment and balance of payments by milestones.

Once all amounts due to Virtual Life Solutions (Pty) LTD from the client are paid and cleared the client is assigned the rights to use, as applicable, the products and services, including, the web or mobile site which includes the text, graphics, animation, audio components and digital components contained within the finished web site, in accordance with these terms and conditions, the Project Agreement and any applicable agreement, terms or licence but no rights of ownership are conveyed unless specifically stated in the Project Brief or Contract.

Once a deposit is paid and work completed the client is obliged to pay the balance of payment in full. We will contact clients via Email and telephone to re

No such rights as described in above will pass until all amounts due to Virtual Life Solutions (Pty) LTD from the client are paid. This means that Virtual Life Solutions (Pty) LTD will have a lien over any service, products, data or information. If the client has not paid the invoice in full within 1 (one) month from the date of the invoice the client agrees that they will forfeit their rights. The rights to photographs, graphics and any third party items such as source code, always remain the property of their respective owners.

Unless the client has Virtual Life Solutions (Pty) LTD’s specific written agreement in the Project Brief or Contract, all intellectual property, products, including Content Management Systems, interfaces, navigational devices, menus, menu structures or arrangements, icons, help, all operational instructions, scripts, applications, software, programming/source code, and all other components of any source or object computer code that comprises the Website, all Literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content and design elements used or developed and all software, and our products and results of our services remain Virtual Life Solutions (Pty) LTD’s property and Virtual Life Solutions (Pty) LTD retain full ownership rights and all intellectual property rights. The client specifically agrees not do anything that may in any way infringe upon or undermine Virtual Life Solutions (Pty) LTD’s rights, title, or interest in the Web or mobile site or Virtual Life Solutions (Pty) LTD’s products and services. This includes, but is not limited to, any sale, transfer or gift of the whole or of any part of any item, data or anything whatsoever that Virtual Life Solutions (Pty) LTD owns. The client fully understand that Virtual Life Solutions (Pty) LTD may reproduce, reuse, develop and use in any other way Virtual Life Solutions (Pty) LTD choose, anything within Virtual Life Solutions (Pty) LTD’s ownership.

Informal procedure

Anyone who experiences a problem with their service provided by Virtual Life Solutions (Pty) LTD should raise the matter directly via Email to office@virtual-life.co.za, giving sufficient information to locate the material (such as a URL) and clearly outlining the grounds for complaint.

Virtual Life Solutions (Pty) LTD will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.

Formal complaints procedure

The formal complaints procedure should only be used where the complainant feels that the nature of the complaint is too serious to be dealt with informally, or where a satisfactory conclusion has not been reached after following the informal procedure. A formal complaint should be made in writing to Virtual Life Solutions (Pty) LTD, who will acknowledge receipt and ensure that the matter is looked into as soon as possible. An initial response to any complaint can be expected within 7 (seven) days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.

Virtual Life Solutions (Pty) LTD does not warrant that the functions contained in the project will be uninterrupted or error-free. The entire risk as to the quality and performance of the project is with the client. In no event will Virtual Life Solutions (Pty) LTD be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, the client or site visitor's computer or Internet software, even if Virtual Life Solutions (Pty) LTD has been advised of the possibility of such damages.

This document constitutes the sole record of the Agreement between the parties, and no addition, variation or agreed cancellation of this Agreement, shall be of any force or effect unless in writing and signed by or on behalf of the parties.

No party shall be bound by any express or implied term, representation, warranty or the like which is not recorded in this Agreement.

No extension of time or indulgence which one party (the grantor) may grant to the other (the grantee) shall constitute a waiver of any of the rights of the grantor who shall not be precluded from exercising any past or future rights against the grantee.

The ownership of the domain and web site, including intellectual rights remains the property of VIRTUAL LIFE SOLUTIONS (PTY) LTD until the full contract amount including any interest due or late payments has been settled in full.

If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of South Africa finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.

The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

If either VIRTUAL LIFE SOLUTIONS (PTY) LTD or the CLIENT breaches any term of this Agreement and fails to remedy such breach within 7 (seven) days of written notice requiring it to do so, then the party not in breach shall be entitled, but not obliged, without prejudice to any rights or remedies which it may have, to cancel this Agreement, or to claim immediate performance and/or payment by the party in breach.

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