Content Production Services Agreement

Clause 1: Acceptance of Terms

1.1. Implied Acceptance:
Notwithstanding the absence of a formal, written acceptance of these terms and conditions by the Client, the execution of a quotation by the Client shall constitute a de facto acceptance of these terms and conditions in their entirety.

1.2. Client’s Responsibility to Review:
The Client is hereby advised to peruse these terms and conditions with due diligence. Engagement of services rendered by Khay Digital shall be deemed as an irrevocable acknowledgement and acceptance of these terms and conditions.

Clause 2: Revision Policy

2.1. Included Revisions:
The agreed remuneration for services rendered by Khay Digital shall encompass a predefined number of substantial revisions or refinements, as explicitly delineated in the service packages selected by the Client.

2.2. Additional Revisions and Charges:
Any requisition by the Client for additional revisions, refinements, or concepts beyond the scope of the aforementioned provisions shall be subject to additional charges, which shall be quantified and communicated to the Client for approval prior to the commencement of said additional services.

Clause 3: Invoicing and Payment Terms

3.1. Quotation Validity and Charges:
The Client shall be liable for charges for services as delineated in the project quotation delivered via electronic mail or in a written format. Said quotations shall remain valid for a period of thirty (30) days post-issuance, after which Khay Digital reserves the right to amend or rescind any quotation.

3.2. Invoicing for Work-in-Progress:
Invoices reflecting progress in the project shall be issued contingent upon the completion of each delineated segment of the project, as applicable. In the event of cessation or suspension of the project by the Client, all accrued expenses incurred up to the point of cessation shall be due and payable by the Client forthwith.

3.3. Monthly Retainer Invoicing:
Invoices pertaining to valid monthly retainer agreements shall be issued every month, five (5) days in advance of the anniversary of the initial invoice date, in preparation for the ensuing monthly period.

3.4. Late Payment Penalties:
Accounts remaining unsettled thirty (30) days subsequent to the invoice date shall incur a service charge, the greater of twenty percent (20%) of the total amount due or three thousand five hundred Mauritian Rupees (MUR 3500) per month.

3.5. Accepted Payment Methods:
Payment for services rendered shall be acceptable solely via Direct Bank Transfer, MCB Juice, or PayPal, unless an alternative method is stipulated in the “Acceptable Payment Methods” section of this Agreement.

Clause 4: Additional Expenses

4.1. Definition of Additional Works:
“Additional Works” shall refer to any tasks, services, or materials that are beyond the scope of services detailed in the attached Schedule. This includes, but is not limited to, tasks requiring specialised expertise or resources not envisaged in the initial Agreement.

4.2. Client Approval for Additional Charges:
Khay Digital shall furnish a detailed written estimate of any additional fees for such Additional Works to the Client. The Client’s explicit written consent, which may be conveyed via email or signed document, is required before any Additional Works are initiated.

4.3. Comprehensive Examples and Provision for Unforeseen Expenses:
While examples of Additional Works include tasks outside pre-defined services and acquisition of special fonts, stock photography, stock video, stock audio, and plugins, this clause also covers any unforeseen or miscellaneous expenses that may arise during the course of service delivery. Such expenses, not explicitly mentioned herein but falling under the category of Additional Works, shall also be subject to the same approval and payment terms.

4.4. Advance Payment for Additional Materials:
To safeguard against financial liability, Khay Digital shall require the Client to provide advance payment for any additional materials or resources necessary for the completion of Additional Works. The payment must be received and cleared before any such purchases are made.

Clause 5: Copyright and Intellectual Property

5.1. Transfer of Copyright Upon Final Payment:
Khay Digital agrees to assign copyright ownership of the final approved work exclusively to the Client, effective immediately upon receipt and clearance of the final payment. This transfer encompasses all rights and interests in the completed project, with no reservations.

5.2. Comprehensive Disclosure and Rights Transfer:
Upon project completion, Khay Digital shall provide a comprehensive disclosure of all elements involved in the design and construction of the project. Following this disclosure, and contingent upon receipt of the final payment, all copyrights and ownership of the completed project will be irrevocably transferred to the Client.

5.3. Exclusion of Production Materials from Transfer:
Notwithstanding the foregoing, Khay Digital explicitly retains copyright ownership of any original photographs and videos produced under its directive. These materials are excluded from the transfer of rights and remain the intellectual property of Khay Digital.

5.4. Ownership of Unused Concepts and Developmental Works:
All rights, title, and interest in discarded concepts and developmental works, including but not limited to working files (e.g., Adobe Illustrator, InDesign, Photoshop, Premiere, After Effects files), shall remain with Khay Digital. These materials will be stored securely for one (1) year and can be accessed by the Client for an agreed additional fee.

5.5. Rights for Promotional Use:
Khay Digital reserves the right to utilise any final approved design concepts for its own promotional and marketing activities. Such use shall be conducted in a manner that respects the Client’s brand identity and confidentiality requirements. For Sponsored works, a subtle attribution to Khay Digital will be included.

5.6. Indemnification against Third-Party Claims:
While Khay Digital makes no representation regarding the non-infringement of third-party rights, it shall undertake due diligence to ensure that the approved design concepts do not knowingly infringe upon such rights. The Client agrees to indemnify and hold harmless Khay Digital from any claims, damages, or expenses arising from third-party copyright claims related to the approved design.

Clause 6: Default and Remedies

6.1. Declaration of Default:
An account shall be officially declared in default if it remains unpaid for fifty (50) days following the invoice date. This declaration will activate the enforcement of the remedies outlined herein.

6.2. Enforcement of Material Removal:
In cases of default, if the Client has utilised any materials produced by Khay Digital, the Service Provider reserves the unequivocal right to demand immediate cessation of use and removal of such materials from all Client platforms. Compliance with this demand is mandatory and non-negotiable.

6.3. Automatic Revocation of Rights in Default:
Upon a declaration of default, all rights previously granted to the Client, including but not limited to the use of materials and copyrights, will be automatically and indefinitely revoked until the resolution of the default.

6.4. Indemnification for Content Removal:
Khay Digital shall not be held liable for any direct, indirect, incidental, or consequential losses incurred by the Client due to the mandated removal of content. The Client shall indemnify Khay Digital against any claims arising from such removal.

6.5. Comprehensive Recovery of Outstanding Charges:
The Client shall be responsible for all reasonable expenses incurred by Khay Digital in the process of recovering outstanding charges. This includes, and is not limited to, late payment penalty fees, legal costs, court fees, and expenses related to third-party collection agency services.

6.6. Binding Agreement for Recovery Costs:
The Client, by accepting this Agreement, acknowledges their liability for and shall not contest any reasonable recovery costs, including legal and collection fees, incurred due to account default.

Clause 7: Force Majeure

7.1. Definition and Scope of Force Majeure:
‘Force Majeure’ shall be defined herein as any event or circumstance beyond the reasonable control of Khay Digital, which materially affects its capacity to fulfil its contractual obligations. Such events shall include, but are not limited to, natural disasters (such as fire, flood, earthquake, and storm), explosions, accidents, transportation disruptions, acts of war, terrorism, sabotage, epidemics, quarantine restrictions, labour disputes, shortages, and acts or omissions of third-party entities or public authorities.

7.2. Suspension of Performance:
Should Khay Digital be hindered or prevented from performing its contractual duties, in whole or in part, as a direct consequence of a Force Majeure event, its obligations under this Agreement shall be suspended for the duration of such event. This suspension shall only apply to the obligations directly impacted by the Force Majeure.

7.3. Duty to Notify and Document:
Khay Digital shall promptly and in writing notify the Client of the occurrence of a Force Majeure event, providing detailed evidence of the event’s impact on its ability to perform the contractual obligations. This notification must occur as soon as reasonably possible after the onset of the Force Majeure event.

7.4. Obligation to Mitigate and Resume Performance:
Khay Digital shall undertake all reasonable endeavours to mitigate the effects of the Force Majeure event and to limit its duration. As soon as the event ceases to prevent or hinder Khay Digital’s performance, Khay Digital shall resume the performance of its obligations with the least possible delay.

7.5. Limited Waiver of Obligations:
The waiver of obligations under this clause shall be limited to the period during which performance is rendered impossible by the Force Majeure event. This waiver does not extend to obligations that are not directly affected by the event, nor to any obligations that arose prior to the event.

Clause 8: Termination of Services

8.1. Mandatory Written Notice for Termination:
Termination of services by the Client shall only be recognized and actioned upon receipt of a formal written notice or email by Khay Digital. This written notice must explicitly state the intention to terminate the services and the effective date of termination. Verbal requests, including those made via telephone, are not valid until and unless they are confirmed through a written communication, which includes both physical and electronic formats.

8.2. Financial Obligations Upon Termination Notice:
Upon issuance of a termination notice, Khay Digital shall promptly provide the Client with an itemised invoice detailing all production and development work completed up to the date of the notice. This invoice will also include any additional costs incurred as a direct result of early termination. The Client is obligated to settle this invoice in full within thirty (30) days of its issuance.

8.3. Additional Termination Fee for Retainer Agreements:
In cases where the Client terminates an ongoing retainer agreement, an additional termination fee, equivalent to three (3) month’s service charge, will be levied. This fee is imposed to compensate for the resource allocation and potential opportunity costs incurred by Khay Digital due to the Client’s commitment. This fee will be included in the final invoice and is subject to the same 30-day payment terms.

8.4. Confirmation of Termination Process:
Khay Digital shall acknowledge the receipt of the termination notice in writing and provide the Client with a final statement of account and timeline for the cessation of services. This process ensures both parties have a clear understanding of the termination timeline and financial obligations.

8.5. Non-Waiver of Rights:
The act of terminating the services under this clause does not waive any other rights or remedies available to either party under this Agreement or at law. All other terms and conditions of this Agreement, including confidentiality and intellectual property rights, shall continue to be in effect until all outstanding obligations are fulfilled.

Clause 9: Indemnity

9.1. Lawful Use of Services Obligation:
The Client is obligated to use all services provided by Khay Digital exclusively for lawful purposes. This requirement includes adherence to all relevant local, national, and international laws, regulations, and codes of conduct. Any unlawful use of the services by the Client is strictly prohibited and will be considered a breach of this Agreement.

9.2. Comprehensive Indemnification by the Client:
The Client shall fully indemnify and hold harmless Khay Digital, including its directors, officers, employees, agents, and affiliates, against all claims, liabilities, legal proceedings, losses, damages, expenses, and costs (including, but not limited to, reasonable attorney fees and court costs) that arise from or relate to the Client’s use of Khay Digital’s services. This indemnification covers any instance of the Client’s use causing harm, loss, or damage to the Client or any third party, including breaches of intellectual property rights and data protection laws.

9.3. Immediate Notification and Client’s Responsibility in Legal Matters:
Khay Digital will promptly inform the Client of any legal claim or proceeding arising from the Client’s use of the services. The Client shall immediately assume responsibility for the legal defence of such a claim, including appointing counsel and covering all related costs. While Khay Digital retains the right to participate in the defence of the claim with its own legal representation, the primary responsibility for the legal defence, including any settlement or judgment costs, lies with the Client.

9.4. Prohibition of Admission of Liability:
Without the prior written consent of Khay Digital, the Client shall not settle any claim or admit any liability, which may negatively impact Khay Digital or imply its responsibility.

Clause 10: Standard Media Delivery

10.1. Provision of Textual Content:
Unless expressly varied within the project quotation, this Agreement assumes that the Client shall provide all textual content in a digital format. Such content is to be furnished via USB drive, electronic mail (email), or File Transfer Protocol (FTP). The Client shall ensure that the textual content is in a readily accessible format, compatible with standard word processing programs.

10.2. Photographic and Graphic Content Specifications:
The Client is required to supply all photographs and graphic content intended for use in the project in one of the following digital formats: .gif, .jpeg, .png, .eps, .pdf, or .tiff. These files must adhere to quality standards as may be specified by Khay Digital, including resolution and size specifications, to ensure suitability for the intended purpose.

10.3. Video Content Delivery:
All video content provided by the Client must be in the .mp4 format. The Client shall ensure that these video files meet Khay Digital’s technical specifications, including but not limited to resolution, bitrate, and compatibility with Khay Digital’s editing and production software.

10.4. Client’s Responsibility for Compliance:
It is the Client’s responsibility to adhere to these media delivery specifications. Failure to provide content in the specified formats or of the requisite quality may result in project delays or additional processing costs, for which the Client shall be liable.

10.5. Right to Reject Non-Compliant Media:
Khay Digital reserves the right to reject any media provided by the Client that does not comply with the specified formats or quality standards. In such cases, Khay Digital shall notify the Client of the non-compliance, and the Client shall have the obligation to provide compliant media within a specified timeframe.

Clause 11: Communication and Meetings

11.1. Communication Channels:
11.1.1. The parties agree that the primary communication channels for all non-urgent matters related to this Agreement and its associated projects shall be via email and WhatsApp.

11.1.2. Both the Service Provider and the Client shall provide their respective email addresses and WhatsApp contact numbers to ensure effective communication. Any changes to these contact details shall be promptly communicated in writing to the other party.

11.2. Urgent Communications:
11.2.1. Phone calls shall be reserved for urgent matters, defined as situations that require immediate attention to prevent significant financial loss, harm to reputation, or the interruption of critical project milestones.

11.2.2. Examples of urgent situations may include but are not limited to:

Critical project delays that may result in substantial financial consequences.
Security breaches or data breaches that require immediate action to mitigate risks.
Legal or regulatory issues necessitating immediate consultation.

11.2.3. In the event of an urgent matter, the initiating party shall make reasonable efforts to contact the other party via phone and subsequently follow up with written communication via email or WhatsApp to ensure a clear record of the urgent matter.

Clause 12: Bookings and Cancellation

12.1. Express Booking Surcharge:
12.1.1. Any booking made less than four (4) days in advance of the scheduled event will incur an Express Booking Surcharge fee of MUR 500.

12.1.2. Additionally, any booking made less than two (2) days in advance of the scheduled event will incur an increased Express Booking Surcharge fee of MUR 1000.

12.2. Fixed Cancellation Fee:
In the event of a booking cancellation by the Client, the following fixed cancellation fees shall apply:

Bookings canceled within 2-6 hours before the scheduled event shall incur a fixed cancellation fee of MUR 5000.
Bookings canceled within 12-24 hours before the scheduled event shall incur a fixed cancellation fee of MUR 3000.
Bookings canceled within 24-48 hours before the scheduled event shall incur a fixed cancellation fee of MUR 2500.
Bookings canceled within 72-96 hours before the scheduled event shall incur a fixed cancellation fee of MUR 2000.
Bookings canceled within 5-7 days before the scheduled event shall incur a fixed cancellation fee of MUR 1000.
Cancellations made 7 days or more before the scheduled event shall be free of any fixed cancellation fee.

12.3. On-Site Booking/Event Cancellation:
12.3.1. In the event that the Client cancels a booking on the day of the scheduled event while Khay Digital’s team or staff members are already on the location and have commenced preparations, and such cancellation was not communicated to Khay Digital in advance, the following provisions shall apply:

12.3.2. The Client shall be obligated to remit a fixed fee of MUR 5000 or the entire quoted sum for the project, whichever amount is greater, in conjunction with any fixed cancellation charges delineated in Clause 12.1.

12.3.3. The Client shall promptly inform Khay Digital of the cancellation on the day of the event to minimize any additional costs or disruptions.

Clause 13: Liability

13.1. Exclusion of Liability:
Khay Digital, its Employees, and Agents shall be absolved of any liability arising from:

13.1.1. Inaccuracies: Loss or damage caused by inaccuracies in the services rendered under this Agreement.
13.1.2. Omissions: Loss or damage resulting from omissions in the services provided under this Agreement.
13.1.3. Client’s Artwork/Photos: Loss or damage to clients’ artwork or photos supplied for the project, regardless of the cause of such loss or damage, including negligence or any other factor.

13.2. Limitation of Liability:
Khay Digital’s overall liability to the Client for any claim or breach of this Agreement, irrespective of the grounds for such claim or breach, shall be restricted to the total charges paid by the Client for the Services under this Agreement that pertain to the specific service in which the breach or claim has occurred.

13.3. No Consequential Damages:
Khay Digital shall not be liable for any consequential, indirect, or special damages, including but not limited to loss of profits, loss of business, or loss of data, arising from the use of its services under this Agreement.

13.4. Allocation of Risk:
The Client acknowledges that the limitations and exclusions of liability specified in this Clause are reasonable and necessary elements of this Agreement. The Client further understands and agrees that these limitations allocate the risks between the parties adequately.

Clause 14: Severability

14.1. Invalidity, Illegality, or Unenforceability:
If any provision of this Agreement is determined by a competent court or authority to be invalid, illegal, or unenforceable in any respect under the applicable law, the validity, legality, or enforceability of the remaining provisions shall not be affected or impaired, and this Agreement shall remain in full force and effect.

14.2. Replacement of Invalid Provisions:
In the event that any provision of this Agreement is declared invalid, illegal, or unenforceable, the parties shall cooperate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that closely aligns with the original intent of the parties, to the extent permissible under the relevant law.

14.3. Independent Clauses:
Each provision of this Agreement shall be considered as independent and separable from the others. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision herein.

14.4. Preservation of Parties’ Intent:
The parties acknowledge that it is their mutual intention that this Agreement shall be legally valid, effective, and enforceable to the fullest extent possible. Any replacement provision shall be construed to achieve this intent.

Clause 15: Governing Law and Jurisdiction (Republic of Mauritius)

15.1. Applicable Law:
This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Mauritius.

15.2. Exclusive Jurisdiction:
The parties hereby submit to the exclusive jurisdiction of the courts of the Republic of Mauritius for the resolution of any disputes or claims arising out of or related to this Agreement.

15.3. Waiver of Venue:
The parties hereby waive any objection to the laying of venue in any such action or proceeding brought before the courts of the Republic of Mauritius and agree not to plead or claim that such action or proceeding has been brought in an inconvenient forum.

Clause 16: Confidentiality

16.1. Confidentiality Obligation:
Both parties agree to maintain strict confidentiality regarding any non-public information, data, or materials (“Confidential Information”) obtained or disclosed during the term of this Agreement.

16.2. Non-Disclosure:
Each party shall take all necessary precautions to prevent the unauthorized disclosure or use of the other party’s Confidential Information. This obligation of confidentiality shall remain in effect both during and after the termination of this Agreement.

16.3. Permitted Disclosures:
Notwithstanding the above, Confidential Information may be disclosed by either party to its employees, contractors, or agents who have a legitimate need to know such information for the purpose of fulfilling their obligations under this Agreement, provided that such individuals are bound by obligations of confidentiality similar to those set forth herein.

Clause 17: Entire Agreement

17.1. Comprehensive Agreement:
This Agreement constitutes the entire understanding and agreement between the parties, superseding all prior agreements, negotiations, and understandings, whether oral or written, relating to the subject matter herein.

17.2. Amendments in Writing:
Any amendments or modifications to this Agreement must be in writing and signed by both parties to be valid and enforceable.

17.3. No Waiver:
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it in the future.

Website Development Services Agreement

1. Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

2. Charges

Charges for services to be provided by Khay Digital are defined in the project quotation that the Client receives via e-mail and/or in writing. Quotations are valid for a period of 30 days. Khay Digital reserves the right to alter or decline to provide a quotation after expiry of the 30 days.

Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of twenty (20) percent or MUR 3,000, whichever is greater, of the project quotation total before the work is supplied to the Client for review with the remaining eighty (80) percent, or quotation minus MUR 3,000 deposit, of the project quotation total due upon completion of the work, or after 30 days from the initial payment, whichever is sooner, prior to upload to the server or release of materials.

3. Client Review

Khay Digital will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed.

Our project fees include two rounds of minor revisions/refinements to the chosen design proposal concept. Requests for further revisions/refinements or additional design concepts will be subject to additional fees.

At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Khay Digital otherwise within ten (10) days of the date the materials are made available to the Client.

4. Turnaround Time and Content Control

Khay Digital will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon Khay Digital receiving initial payment, unless a delay is specifically requested by the Client and agreed by Khay Digital.

In return, the Client agrees to delegate a single individual as a primary contact to aid Khay Digital with progressing the commission in a satisfactory and expedient manner.
During the project, Khay Digital will require the Client to provide website content; text, images, movies and sound files etc. to populate the website.

5. Failure to provide required website content

Khay Digital is a small business, to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information at least one (1) week prior to the agreed completion date. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as a result, we reserve the right to impose a surcharge of up to 25%. If your project involves Search Engine Optimisation we need the text content for your site agreed in advance so that the SEO can be planned and completed efficiently.

If you agree to provide us with the required information and subsequently fail to do it before the agreed time, one (1) week prior to the project completion date we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all the above conditions say do not give us the go ahead to start until you are ready to do so.

NOTE: Text content should be delivered as a Microsoft Word, pdf file, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.

If you are commissioning a CMS website you will be provided with a content management system, namely WordPress, so that you are able to keep your content up to date yourself.

6. Invoice & Payments

Work-in-progress will be invoiced based on the completion of each segment (if any) of the project. In the event of cancellation or suspension of the project by the client, all costs incurred to date will be invoiced.

Invoices will be provided by Khay Digital upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a late payment penalty charge in the amount of the higher of ten percent (10%) of the total amount due or MUR 750 per day, whichever is greater.

We accept payment by way of Direct Bank Transfer, MCB Juice or Paypal (where applicable). Payment details will be included in invoices.

7. Default

Accounts unpaid forty (40) days after the due date of invoice will be considered in default. If the Client in default maintains any information or files on Khay Digital’s Web space, Khay Digital will, at its discretion, remove all such material from its web space. Khay Digital is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Khay Digital reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Khay Digital in enforcing these Terms and Conditions.

8. Additional Expenses

Any additional works that do not form part of this agreement will be subject to additional charges. Khay Digital will notify the client of any additional fees prior to commencing the additional work. Examples would be purchase of special fonts, stock photography, stock video, plugins etc. This payment will be required prior to the purchase of the additional required materials.

9. Web Browsers

Khay Digital makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Microsoft Edge, Google Chrome, etc.). The client agrees that Khay Digital cannot guarantee correct functionality with all browser software across different operating systems.

Khay Digital cannot accept responsibility for web pages which do not display acceptably in obsolete versions or new versions of browsers released after the website have been designed and handed over to the Client. As such, Khay Digital reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

10. Termination

Termination of services by the Client must be requested in a written notice or email and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing or email. The Client will be invoiced for design and/or development work completed to the date of first notice of cancellation for payment in full within thirty (30) days.

11. Indemnity

All Khay Digital services may be used for lawful purposes only. You agree to indemnify and hold Khay Digital harmless from any claims resulting from your use of our service that damages you or any other party.

12. Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Khay Digital the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Khay Digital permission and rights for use of the same and agrees to indemnify and hold harmless Khay Digital from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for website design and/or development shall be regarded as a guarantee by the Client to Khay Digital that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

13. Standard Media Delivery

Unless otherwise specified in the project quotation, this agreement assumes that any text will be provided by the Client in electronic format (text files delivered on USB drive or via e-mail or FTP) and that all photographs and other graphics will be provided in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Khay Digital to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.

14. Design/Development Credit

A link to Khay Digital will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 20% of the total development charges will be applied. When total development charges are less than MUR 60000, a fixed fee of MUR 5000 will be applied. The Client also agrees that the website developed for the Client may be presented in Khay Digital’s portfolio.

15. Access Requirements

If the Client’s website is to be installed on a third-party server, Khay Digital must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

16. Post-Placement Alterations

Khay Digital cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

17. Domain Names

Khay Digital can purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Khay Digital. The loss, cancellation or otherwise of the domain brought about by non or late payment by the client is not the responsibility of Khay Digital. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

18. Web Hosting

Hosting is an annual charge which must be paid in advance for the whole year. Except if the client is under one of our Maintenance packages.

It is the client’s responsibility to renew the hosting in time ie. before the expiry date. Failure to renew in time can lead to loss of files, data, emails, backups etc. All unpaid hostings are disabled or deleted from the server.

All renewals must be paid by seven (7) working days prior to the expiry date. Khay Digital will not be responsible for issues relating to delayed payment.

Hosting are on shared and non-shared servers hosted via third party providers. Khay Digital ensures best to our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.

Client is solely responsible for the content stored on and served by the hosting service purchased and the activity of any scripts or email services created under the hosting service. The Customer must maintain the security of all account passwords and applications or scripts and ensure all scripts under the hosting service are free from malicious content that may harm any part of the Server, other client accounts hosted, or the external systems of visitors viewing the hosted content.

In case of a malware attack, Khay Digital reserves the right to delete files on the hosting service without giving any prior notice.

19. Web Hosting – Cancellation/Termination

Hosting Cancellation requests must be sent in writing or by email one month prior to the expiry of the same. Once the hosting has been renewed, it cannot be cancelled and must be paid for the full year.

If the hosting is not paid and renewed before the expiry date. We reserve the right to disable the hosting and all associated services including emails and DNS records. Additional charges will be applicable to re-enable the hosting. Khay Digital will not be responsible for any loss of data, files, emails, backups, restoration costs etc.

If a hosting has been cancelled / disabled then all files, emails, databases and backups will be deleted from the server without any notification to the client.

20. Web Hosting – Emails

All emails are to be downloaded on the client’s computer periodically. Email boxes must be kept within their quota limits. Periodical maintenance may be carried out on the email box and emails older than 6 months are deleted.

Client’s must not use the email hosting for inappropriate content and other undesired emails which can result in spamming or infecting the server. Under such circumstances, immediate action will be taken and the required files and data will be deleted without any prior notice.

Khay Digital offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.

21. Website Maintenance – Web-Care

Khay Digital shall provide Client with maintenance to the website for mentioned time period within this contract. Our maintenance plan includes all the task listed earlier in this proposal. Any additional tasks that do not form part of this agreement will be subject to additional charges. Khay Digital will notify the client of any additional fees prior to commencing the additional task.

During the duration of this contract, the Client agrees that Khay Digital will be the sole provider of maintenance services for the web site, and no other party will have access to or rights to change the web site. If a party other than Khay Digital makes changes to the web site, any errors that are created must be repaired and will be charged for at the hourly rate specified above. Minor changes should not exceed more than 20% of the content on any single site page.

22. Website Maintenance – Web-Care – Payments

The subscription will be paid on a monthly, quarterly or yearly basis with the 1st payment due as soon as initial work is complete or at the start of the maintenance work or period in order for the retainer to be considered as valid and each payment due around the date of 1st payment of each month or period.

23. Website Maintenance – Web-Care – Cancellation/Termination

Termination for web-care/maintenance requests by the client must be sent in writing or by email one month prior to the expiry of commitment period.

Termination within the commitment period for monthly & quarterly will result in termination fees equivalent to one extra month or half of the quarterly fee.

Termination for yearly subscriptions before half of the period will result up to a 50% refund of that remaining period. Termination for yearly subscriptions after half of the period has been served will result in a refund of of up to 30% of the remaining period.

In case of unsettled invoices into the period of maintenance/web-care plans has exceeded more than 7 days for monthly subscription, 14 days for quarterly subscription and 28 days for yearly subscriptions respectively; and the client failed to update or provide written notice that payment for renewal will be delayed, Khay Digital reserves the right to terminate the subscription plans and collect payment for the number of days mentioned for each subscription period respectively.

24. General

These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s acceptance via email, text or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.

25. Governing Law

This Agreement shall be governed by The Constitution of the Republic of Mauritius.

26. Liability

Khay Digital hereby excludes itself, its Employees and or Agents from all and any liability from:

Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the website;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.

The entire liability of Khay Digital to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

27. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid clause.

Terms of Service

Content Production Services Agreement

Website Development Services Agreement