Terms & Conditions
Entered into by and between:
“the Client(s)” (any party partaking in a monetary transaction for services or products delivered by Studio Calibre)
and
Ruan Myburgh Films (Pty) Ltd, Trading as ‘Studio Calibre’
Registration no: 2023 / 849939 / 07
Domicile: 450 Kipa Street, Die Wilgers, 0147
“Studio Calibre”
collectively referred to as “the parties”.
- OVERALL OBJECTIVES
1.1 The Client(s) hereby appoints Studio Calibre who accepts such appointments subject to the terms and conditions as set out in this Agreement.
- DEFINITIONS
In these standard terms and conditions, the words and phrases set out below have the following meanings:
2.1 “Client(s)” means the entity/entities, or the persons, named in the written agreement to which or whom services are to be provided by Studio Calibre.
2.2 “Studio Calibre” means a company in the Republic of South Africa; any division of a Studio Calibre entity owned or managed by Studio Calibre the partners, directors, employees, agents and contractors of Studio Calibre.
2.3 The contracting element of Studio Calibre will usually be identified by our letterhead or set out in the written agreement.
2.4 “Services” means the services to be rendered by Studio Calibre as set out in the written agreement.
2.5 “Written agreement” means the service level agreement, letter of engagement, or contract, or proposal, or other document between the Client(s) and Studio Calibre setting out the services to be provided and the related terms and conditions.
- DESCRIPTION OF THE SERVICES
3.1 As outlined in the quote, invoice, proposal, service level agreement or scope of work.
PERFORMANCE STANDARDS
4.1 Studio Calibre is dedicated to commit and pursue performance standards at the highest level as client satisfaction is of utmost importance. Studio Calibre and their
Client(s) will set performance standards, lead times and deadlines in the context of anticipated workloads and business practicality.
4.2 These service levels may need to vary in the light of changes to the agreed workload during the contract and Studio Calibre management reserves the right to adjust said deliverables within reasonable means.
CONTRACT MANAGEMENT
5.1 Both the parties must keep performance of the services under review to be addressed on a periodic review basis during client liaison.
PERIODIC REVIEW AND ENGAGEMENT
6.1 This agreement period is set out by the project particulars.
SERVICE SCOPE AND AVAILABILITY
7.1 The following Services may be covered by this letter of engagement, subject to its inclusion in the client quotation:
Content creation
Ad hoc services
PAYMENT, FEES, AND TERMS
8.1 It is agreed that invoices delivered to the Client(s) at its relevant address stated below (alternatively at its email stated) will be settled within 03 days from date of receipt.
8.2 Studio Calibre will invoice the client, and payments will be made by Debit Order Mandate.
8.3 Outstanding amounts payable not paid as per paragraph 8.2 above, will incur interest at a rate of 10% per month.
8.4 The Client(s) will be invoiced by Studio Calibre on the 1st day of each month, and payments will be settled by the 3rd of each month. As agreed by both parties.
8.5 Any legal fees incurred to recover outstanding amounts will be payable by the client on an attorney and client basis. The parties select its address stated on the “Client detail form” as its relevant domicilium et citandi et executants for purposes of service of any legal correspondence.
8.6 An adhoc rate of R750 / hr will apply when the scope of work is surpassed.
8.7 A rush fee of R1300 / hr will be charged for any rush orders.
8.8 An overtime fee of R1500 / hr will be charged for any work conducted on weekends or public holiday, in accordance with South African Labor Law standards.
COMMUNICATION
9.1 Communication will take place within business hours, from 08:00 until 16:00, Mondays to Fridays.
9.2 Any communication that takes place after hours, on weekends or public holidays, will not be responded to until the next business day.
9.3 In the case of a client or project emergencies, after hours communications may be done but will be billed to the client at an additional rate of 1.5x the agreed hourly rate on weekends and weekdays, and 2x the hourly rate on Sundays and public holidays.
9.4 Communication may take place on Whatsapp and telephone conversations as well as email. We kindly ask all client parties to please refrain from engaging in one on one Whatsapp chats with the Studio Calibre team, for transparency reasons.
9.5 Please note that all communications between Studio Calibre, and the client and their team, will be kept for record purposes. Phone calls and meetings may be recorded for record keeping purposes, unless in the case where the client requests that it must not be recorded.
9.6 Non Disclosure Agreements may also be signed, and must only be signed by a director of Studio Calibre.
9.7 The Client will have 24 hours to dispute any invoice (from invoice date), thereafter the invoice will be accepted and be paid as is.
ACCOUNT MANAGER
10.1 The client will be assigned a dedicated account manager who will look over all monthly requests, tasks and communication. This account manager may change without prior notice. Should an account manager change, the client will be informed at the earliest stage possible.
LIMITATION OF LIABILITY
Our liability for services shall be limited as follows:
11.1 Studio Calibre remains responsible to the client for all the services under this written agreement including services that may be performed by a party subcontracted by Studio Calibre. Accordingly, to the fullest extent possible under applicable law, Studio Calibre will have any liability to the Client(s) and the Client(s) will not bring, and will ensure that no other member of the Client(s) group brings, any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this written agreement against any of the Studio Calibre entities.
11.2 The maximum liability of Studio Calibre, its partners, employees, and agents in respect of any and all claims which may arise in respect of the services shall be limited to two times the fees charged for these services individually. This maximum liability shall be an aggregate liability for all claims howsoever arising, whether by contract, delict, negligence or otherwise.
11.3 Studio Calibre will not be liable for any delays resulting from circumstances or causes beyond its reasonable control, including without limitation, fire or other casualty, strike or labour dispute, war or other violence or cause through any law, order or requirement of any governmental agency or authority.
11.4 Studio Calibre shall not be held liable whether in contract, delict, or otherwise for any loss of profits, contracts or goodwill, any incidental, indirect or consequential damages, losses or expenses incurred by the other Party pursuant to the performance by either Party of its obligations in terms of any authorised
agent, unless such damage or loss was occasioned by fraud, gross negligence, or willful misconduct of Studio Calibre.
11.5 Should this agreement be terminated by prior written notice of 2 (two) calendar months, the appointed Public Officer will cease to act as Public Officer with immediate effect.
11.6 Studio Calibre is hereby indemnified against any liability arising from any loss or damage to each party’s physical property (including data) pertaining to any authorised agent.
TERMINATION AND CHANGES
12.1 Performance standards and deliverables are subject to review in accordance with the aforesaid contract management principles and may thus be amended to changing needs accordingly, by agreement and in writing between the parties.
12.2 In an agreement of any (length or complexity) it is inevitable that changes will be made to the services provided to our Client(s).
12.3 Both parties may terminate this agreement, by prior written notice of 2 (two) calendar months.
UNDERTAKINGS BY CLIENT
The Client(s) represents and warrants to Studio Calibre that:
13.1 It shall in all times act in good faith and will not conduct its business or represent Studio Calibre or any of its agents in any way so as to tarnish the reputation of Studio Calibre.
13.2 It acknowledges that once the correct Profile information has been entered and submitted to Studio Calibre or any agent, through Studio Calibre or the agent’s profile, Studio Calibre shall accept all instructions, irrespective of whether the Profile information may have been entered incorrectly or otherwise without the Client(s) authority.
13.3 Any and all information, (including but not limited to, employee information, banking details, salary payment amounts etc.) supplied to Studio Calibre or any of its agents, is true and correct, as Studio Calibre shall not be liable whether in contract, delict or otherwise for any incorrect payments or otherwise due to negligence on the part of the client.
13.4 It will be responsible for the actions of its employees and ensure that it does not present any Transactions that it did know or should have known were fraudulent.
13.5 In the event of it terminating this agreement, it shall not directly or indirectly, engage or attempt to engage with any of the employees currently employed by Studio Calibre for the purposes of either directly or indirectly acquiring or using the skills or engaging in any contract pertaining to the scope of work delivered under this agreement.
13.6 In the event of it engaging with any of Studio Calibre’s employees as stipulated in paragraph 11.5, without the prior written consent of the Managing Director of Studio Calibre, the Client(s) shall be liable to compensate Studio Calibre, the annual amount of the current monthly retainer (i.e., current monthly retainer amount x 12) within a period of 07 days after it terminates this agreement.
BREACH
14.1 The Client(s) agree and acknowledge that in the event of them breaching any condition contained in this document, or the Client(s) passing away or the Client’s estate being placed under any order of provisional or final sequestration, provisional or final winding up, or provisional or final judicial management, or any similar provision in its country of origin, then Studio Calibre shall, without prejudice to any other remedies it may have in law, be entitled to summarily cancel this contract with the Client(s) without notice to the Client and to repossess those materials already delivered to the Client(s); or to claim specific performance of all of the Client’s obligations whether or not such obligations would otherwise have fallen due for performance, in either event without prejudice to Studio Calibre’s right to claim damages.
14.2 In the event of the Client(s) breaching any condition contained in this document, the relevant party consents to the payment of all legal costs, including the payment of collection commission and tracing agent’s fees.
GOVERNING LAW
15.1 The services, written agreement, any related matters and its termination shall be governed by and construed in accordance with the laws of the Republic of South Africa.
15.2 Both Studio Calibre and the Client(s) agree that all legal action based on any claim arising under or out of this agreement must be determined in accordance with South African Law and filed and prosecuted in a court of competent jurisdiction located in the Republic of South Africa and each of them hereby consents and irrevocably submits to the jurisdiction of such court in respect of all legal action or proceedings arising out of or in connection with this agreement, its implementation, interpretation and/or termination.
SERVICE FEES
- 1 Set out in invoice, quotation, proposal, service agreement or other documents
ACCEPTANCE
17.1 By the Client(s) signature hereto it is agreed that the terms and conditions set out herein are the only terms and conditions applicable between the parties and that any variation, addition or deletion hereof must be recorded in writing and signed by the duly authorised representatives.
17.2 By making payment on any invoice or quotation, the client automatically agrees to the terms and conditions set out on this page.