Service Agreement and Intellectual Property Transfer

This Service Agreement and Intellectual Property Transfer (hereinafter referred to as the “Agreement”) establishes the terms and conditions under which DsignSpot (Pty) Ltd (“DsignSpot”), located at 179 Rahima Moosa, JHB, Gauteng, South Africa, will provide specified services and deliverables (referred to as “Work”) to you or the entity you represent (“Client”). This Agreement becomes effective upon your acceptance by clicking “I Accept” or a similar action, or upon your use of any Work, whichever occurs first (the “Effective Date”).

1.1 Scope of Services

DsignSpot agrees to perform services for the Client as a “work made for hire,” as detailed in one or more Statements of Work (“SOW”) that reference and are governed by this Agreement. The term “Work” encompasses all services, materials, inventions, designs, concepts, techniques, discoveries, or improvements created by DsignSpot under this Agreement or any SOW. Specific details of the Work, including pricing, delivery timelines, and specifications, will be outlined in each SOW. DsignSpot is not obligated to commence any Work until a SOW is signed by both parties and an initial deposit, as specified in Section 2.1, is received.

1.2 Acceptance of Work

Unless otherwise stated in the SOW, the Client has three (3) business days from the delivery of any Work to inspect and determine if it materially complies with the specifications outlined in the SOW. If the Client identifies any nonconformities, they must provide written notice to DsignSpot detailing the issues. DsignSpot will promptly address and correct any deficiencies. If no notice is provided within the three-day period, the Work will be deemed accepted.

1.3 Initial Deposit Requirement

DsignSpot requires an initial deposit, as specified in the applicable SOW, before commencing any Work. This deposit is non-refundable and will be deducted from the total fees for the Work.

1.4 Website Development Timeline

For website development projects, the Client agrees that DsignSpot has one (1) week from the date of final approval to complete and deliver the Work. If the Client causes delays or fails to provide necessary approvals within this timeframe, DsignSpot reserves the right to temporarily take down the website until the Work is finalized.

2.1 Fees and Payment

The Client agrees to pay DsignSpot the fees specified in the applicable SOW (“Fees”) as full compensation for the Work. Payment is due upon receipt of the invoice, and all rights granted to the Client under this Agreement are contingent upon full payment. DsignSpot may suspend Work or withhold deliverables if payment is not received.

2.2 Late Payments

If payment is not received within fifteen (15) days of the due date, DsignSpot may charge interest on the overdue amount at a rate of 10% per month or the maximum rate allowed under South African law, whichever is lower. DsignSpot may also suspend further Work until payment is made in full.

2.3 Currency

All payments must be made in South African Rand (ZAR). Credit card payments will incur a surcharge of up to 4% to cover processing fees.

3.1 Ownership of Work Product

All works of authorship, inventions, designs, concepts, and other materials created by DsignSpot specifically for the Client under this Agreement (“Work Product”) will be considered a “work made for hire” under applicable copyright law. To the extent the Work Product does not qualify as a work made for hire, DsignSpot assigns all rights, title, and interest in the Work Product to the Client.

3.2 License to Background Materials

DsignSpot retains ownership of any pre-existing materials, concepts, or technologies (“Background Materials”) used in the Work. The Client is granted a non-exclusive, royalty-free license to use these Background Materials solely in connection with the Work.

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the term of this Agreement. Confidential information does not include information that is publicly available or independently developed without reference to the disclosing party’s information.

DsignSpot’s liability under this Agreement is limited to the total fees paid by the Client for the Work. In no event will DsignSpot be liable for indirect, consequential, or punitive damages arising from this Agreement.

This Agreement is governed by the laws of the Republic of South Africa. Any disputes will be resolved through arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA), with the arbitration taking place in Johannesburg, South Africa.

Both parties agree to comply with the Protection of Personal Information Act (POPIA) and any other applicable data protection laws. Personal information will be processed in accordance with POPIA, and appropriate security measures will be implemented to protect such data.

8.1 Non-Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without DsignSpot’s prior written consent.

8.2 Amendments

Any changes to this Agreement must be in writing and signed by both parties.

8.3 Entire Agreement

This Agreement, including any attached SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.