Terms & Conditions

1. GENERAL
These Terms and Conditions supersede any previous Terms and Conditions distributed in any form Tonic Branding reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice. The following Terms and Conditions of Service apply to all products and services provided by Tonic Branding. All work is carried out by Tonic Branding on the understanding that the client has agreed to Tonic Branding’s terms and conditions. Copyright is retained by Tonic Branding on all design & photography work including words, pictures, ideas, visuals and illustrations unless specifically released in writing and after all costs have been settled. If a choice of design and/or photography is presented, only one solution is deemed to be given by Tonic Branding as fulfilling the contract. All other designs and/or photography remain the property of Tonic Branding, unless agreed in writing that this arrangement has been changed.

 

2. CONDUCT
Tonic Branding abides by the International Chamber of Commerce (ICC) Code of Advertising and Marketing Communication Practice (2006 Edition) and shall furnish professional standards of skill, care, diligence and professional judgment in the performance of its obligations under this Agreement.

 

3. (THE CLIENT) RESPONSIBILITIES
 

  • To prepare a clear brief for required project of task

  • To work together on the detail of the specification of the project or task.

  • To inform Tonic Branding of any factors that will interrupt the project or task.

  • To appoint one sign-off person at The Client who will be able to devote adequate time across the whole project and whose agreement will be binding.

  • To agree on any subject matter with experts from the company who will need to be involved and ensure that they offer adequate time in accordance with the project timeline.

  • Keep within the turnaround time agreement, or accept revised time, cost and quality penalties.

  • To agree that any changes made after deadlines dates or sign-off will incur time, cost and quality penalties.


The Client shall be solely responsible for providing Tonic Branding with all necessary information in connection with its goods/ services; the market and generally, Tonic Branding shall not be responsible for any shortcomings in such information.  

 

4. PROJECT ACCEPTANCE & CONFIRMATION
At the time of proposal, Tonic Branding will provide the customer with a formal quotation. The Terms and Conditions can be read on Tonic Branding’s website. A copy of the written quotation and contract is to be signed and dated by the customer to indicate acceptance and should be returned to Tonic Branding. No work on a project will commence until either document or proof of payment binding the project has been received by Tonic Branding.

 

5. QUOTATIONS
The Client shall be responsible for any increases in Tonic Branding’s costs as a result of any changes to such job parameters or other material made by The Client either directly or indirectly after the date of any quotations given by Tonic Branding, and for any increase in costs by way of overtime charges if the time and date for completing a project is brought forward by The Client either directly or indirectly. Quotations are valid for a period of thirty (30 Days) from the date of quotation.

6. CHARGES AND PAYMENT
The total cost includes value added TAX. Charges for design and/or photography services to be provided by Tonic Branding, will be set out in the written estimate that is provided to The Client. At the time of the customer’s acceptance of this quotation and acceptance of the Terms & Conditions, a deposit of 70% of the quoted fee will become immediately due. Work on the project will not commence until Tonic Branding has received this amount. Should the project be delayed or stand still by The Client without any progress for 30 (Thirty) working days from date of last proof supplied by Tonic Branding, a Milestone payment of 15% will be required. At all times, all quotations will be supplied for approval to The Client by seperately. Publication and/or release of work done by Tonic Branding on behalf of the client, may not take place before cleared funds have been received. All queries regarding invoices should be brought to the attention of Tonic Branding within 7 days of receipt of invoice.

7. REVISIONS
The Client shall be entitled for up to 3 (Three) revisions, but this might be limited to less in the event where The Client consumed the allocated time available on the project, due to major changes that did not form part of the initial brief or design and/or photography  direction. Tonic Branding shall at all times advise The Client on excess hours and when this applies. Should The Client exceed the estimated hours, the normal Agency hourly rate of R350 per hour shall apply for additional changes required. Any changes performed after artwork approval will result in an additional revised estimate being submitted to The Client i.e.  Expenses such as photography and prints, reproduction and printing, bulk postage, photostock images, advertising and advertorial costs, font files, CI manuals, translations travel outside of SA, packaging supplier consultations, if not stated in the quotation are not included in the fees and will be billed for accordingly.

8. SUPPLY OF DESIGN ELEMENTS AND DATA
A charge may be made to cover any additional work involved where the design and/or photography elements/data supplied or specified is not clear, legible, or in the prescribed format/specification to produce satisfactory results. Where material is so supplied or specified, responsibility will not be accepted for imperfect work caused by defects in the supply, format or specification. This includes any incompatibility or defects caused by differing software versions or conflicting operating systems.

9. PRELIMINARY WORK
All work carried out, whether experimentally or otherwise, at The Client’s request shall be deemed chargeable.

10. SUB-CONTRACTING
Unless specifically requested to the contrary, Tonic Branding shall be entitled to sub-contract any work to any third parties as it thinks fit. Tonic Branding shall not be responsible to The Client for any delays occasioned by a sub-contractor failing to meet deadlines imposed upon it by Tonic Branding for completion of any job, for any reason outside the direct control of Tonic Branding.

11. PERFORMANCE, DELIVERY OR COLLECTION
Unless otherwise agreed in writing, all times quoted for performance or delivery or availability for collection are given in good faith but are not guaranteed by Tonic Branding. The time for performance or delivery or availability for collection shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from The Client. Alteration by The Client of its requirements may result in delay in performance, delivery and/or availability for collection for which Tonic Branding shall bear no liability. Tonic Branding shall not be held liable for any delay in print production and late delivery thereof. Any packaging supplied by Tonic Branding, unless otherwise expressly agreed, is intended to provide adequate protection throughout normal conditions of transport by the means specified in the agreement or as otherwise agreed. If The Client (or the intended recipient) fails to take delivery on the agreed date or to collect on the agreed collection date, or if no specific delivery or collection date has been agreed, when the goods are ready for dispatch, Tonic Branding shall be entitled to store the goods and to charge The Client the reasonable cost of doing so, and to tender its account for such charges to The Client, provided that in no event shall Tonic Branding be under any liability in respect of any loss or damage following the dispatch of any goods from the Company’s premises.

12. COPYRIGHTS AND TRADEMARKS
By supplying text, images and other data to Tonic Branding for inclusion in The Client’s business cards, flyers, pamphlets, website or other medium, the customer declares that it holds the appropriate copyright and/or trademark permissions. The ownership of such materials will remain with the customer, or rightful copyright or trademark owner. Any artwork, images, or text supplied and/or designed and/or photography by Tonic Branding on behalf of the customer, will remain the property of Tonic Branding and/or it’s suppliers. The customer may request in writing from Tonic Branding the necessary permission to use materials (for which Tonic Branding holds the copyright) in forms other than for which it was originally supplied, and Tonic Branding may, at its discretion, grant this. Such permission must be obtained in writing before it will allow any of the aforesaid artwork, images, text, or other data to be used. By supplying images, text, or any other data to Tonic Branding, the customer grants Tonic Branding permission to use this material freely in the pursuit of the design. Should Tonic Branding, or the customer supply an image, text, audio clip or any other file for use in a business cards, flyers, pamphlets, website, multimedia presentation, print item, exhibition, advertisement or any other medium believing it to be copyright and royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the customer will agree to allow Tonic Branding to remove and/or replace the file on the site. The customer agrees to fully indemnify and hold Tonic Branding free from harm in any and all claims resulting from the customer in not having obtained all the required copyright, and/or any other necessary permissions. Unless otherwise specified all fonts used in any design and/or photography material supplied by Tonic Branding will remain property of Tonic Branding.

13. IMAGES
Tonic Branding will attempt to ensure that only royalty free images are used in custom designs and/or photography. It is agreed that Tonic Branding, employees, directors and suppliers, will not be held liable for any damages, costs and expenses, including reasonable legal fees, arising out of or related issues, copyright, or trademark infringement resulting from images used upon request of the client or provided by the client.

14. ARTWORK
We prepare and check artwork for reproduction as carefully as possible. However, we do not accept responsibility for any errors caused by The Client or suppliers (for example typesetters, printers etc.) once artwork has been passed for print or production. Tonic Branding agrees to hold on behalf of The Client finished artwork or sketch work that has been created by Tonic Branding or used by Tonic Branding in furtherance of this Agreement and accept responsibility for any damage or loss of such artwork and sketch work held by Tonic Branding during the term of this Agreement and for one year thereafter. Artwork or sketch work kept for over one year after the termination of this Agreement will be destroyed unless claimed.

15. PRINT PROOFING POLICY
An approval to send an order to print is confirmation that you have reviewed the proofs/product completely, agree that all content in the proofs are correct, and hereby release Tonic Branding from liability of any content errors that should be discovered after production begins. Proofing is an important step. Whether you have submitted your own artwork or Tonic Branding does it for you, it is YOUR responsibility to check for any errors prior to printing. Please carefully check spelling, phone numbers, barcodes, fonts, placement and all other details.

16. ELECTRONIC PROOFS
Electronic proofs closely represent the image, colour and text placement, but is not the exact colour. This is due to your monitor’s colour settings being slightly different than that of the designers as well as the printer’s machinery. The colours of your proofs as they appear on your monitor, are only a close representation of the final printed piece. Your monitor uses a completely different system for displaying colours (RGB) to what is used in the print business CMYK or Pantone. colours may vary depending on your monitor’s brightness, contrast and colour adjustment settings. The image may appear larger or smaller than actual production size depending on the resolution of your monitor. Tonic Branding cannot be responsible for variances in final printed colours.

17. PROOFING OF FINAL PROJECT
To limit any possible errors in artwork, designs will not go to production until they have been approved by The Client. Tonic Branding will not be held responsible for errors if the client misses something in the proof, has reused a printed or digital proof, or if the client, during order placement, has requested the order go to production without proofing.

18. ALTERATIONS
The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design and/or photography will be liable to a separate charge. The Client also agrees that Tonic Branding holds no responsibility for any amendments made by any third party, before or after a design and/or photography is published.

19. INDEMNITY
The Client shall indemnify Tonic Branding in respect of all financial liability (including professional costs damages and accounts of profits) arising out of any claims made against Tonic Branding alleging infringement of any intellectual property rights if such claim arises from the use of information, inventions, ideas, designs, photography, artwork, copy or other material provided by The Client.

20. TRAVELLING
Should Tonic Branding need to travel on The Client’s business outside Gauteng but within South Africa and upon The Client’s request, Tonic Branding shall be reimbursed at a “per diem” expense per person travelling of ZAR 2,000 (ex VAT). In the event that Tonic Branding is required to travel outside of South Africa upon The Client’s request, Tonic Branding shall be reimbursed at a “per diem” expense per person travelling of USD 450 (ex VAT).

21. LICENSING
Any design and/or photography, copywriting, drawing, idea or code created for the customer by Tonic Branding, or any of its contractors, is licensed for use by The Client and may not be modified, in any way or form without the express written consent of Tonic Branding and any of its relevant sub-contractors. All design and/or photography work where there is a risk that another party make a claim, should be registered by The Client with the appropriate authorities prior to publishing or first use or searches and legal advice sought as to its use. Tonic Branding will not be held responsible for any and all damages resulting from such claims. Tonic Branding is not responsible for any loss, or consequential loss, non-delivery of products or services, of whatever cause. The Client agrees not to hold Tonic Branding responsible for any such loss or damage. Any claim against Tonic Branding shall be limited to the relevant fee(s) paid by the customer.

22. DATA FORMATS
The Client agrees to Tonic Branding’s definition of acceptable means of supplying data to the company. Text is to be supplied to Tonic Branding in electronic format as standard text (.txt), MS Word (.doc) on a memory stick, or CD-ROM, or via e-mail. Images which are supplied in an electronic format, are to be provided in a format as prescribed by Tonic Branding via a memory stick, CD-ROM, or e-mail. Images must be of a quality suitable for use without any subsequent image processing, and Tonic Branding will not be held responsible for any image quality which the client later deems to be unacceptable. Tonic Branding cannot be held responsible for the quality of any images which the client wishes to be scanned from printed materials. Additional expenses may be incurred for any necessary action, including, but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services.

23. PROJECT DURATION
Any indication given by Tonic Branding of a design and/or photography project’s duration is to be considered by The Client to be an estimation. Tonic Branding cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by Tonic Branding for the initial payment or by date confirmed in writing by Tonic Branding.

24. PROJECT COMPLETION
Tonic Branding considers the design and/or photography project complete upon receipt of The Client review and formal approval. Other services such as printing, display panel production, film work, website uploading, publishing etc., either contracted on The Client’s behalf constitute a separate project and can be treated as a separate charge.

25. DEFAULT
An account shall be considered default if it remains unpaid for 30 days from the date of invoice. Tonic Branding shall be considered entitled to remove Tonic Branding and/or The Client material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, business cards, flyers, pamphlets, hosting, domain registration, search engine submission, design and/or photography and maintenance, sub-contractors, printers, photographers and libraries. Removal of such materials does not relieve the customer of its obligation to pay the due amount. Client’s whose accounts become default agree to pay Tonic Branding reasonable legal expenses and third-party collection agency fees in the enforcement of these Terms and Conditions.

26. WEBSITES


WEBSITE DESIGN ONLY
Once web design is complete, Tonic Branding will provide The Client with the opportunity to review the resulting work. Tonic Branding will make one set of minor changes at no extra cost within 14 days of the start of the review period. Minor changes include small textual changes and small adjustments to placement of items on the page. It does not include changes to images, colour schemes or any navigation features. Any minor changes can be notified to Tonic Branding by e-mail. Tonic Branding will consider that the client has accepted the original draft, if no notification of changes is received in writing from The Client, within 14 days of the start of the review period.
 
RIGHTS OF ACCESS FOR WEBSITE CONSTRUCTION
The Client agrees to allow Tonic Branding all necessary access to computer systems and other locations, as required, in order to complete a website project and until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The Client also agrees to allow Tonic Branding access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions. The Client agrees to supply Tonic Branding with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.

HOSTING WEBSITES
Tonic Branding does not offer in-house hosting services. Tonic Branding can only suggest possible sub-contractors and does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. Tonic Branding may request that clients change the type of hosting account used if that account is deemed by Tonic Branding to be unacceptable because of poor service, lack of bandwidth or in any other way insufficient to support the website. Fees due to the hosting organization are the responsibility of the client and Tonic Branding are not liable for their payment.

DOMAIN REGISTRATION
Tonic Branding cannot guarantee the availability of any domain name. Where Tonic Branding is to register a domain name on behalf of a client it will endeavor to do so but the client should not assume a successful registration.
 
SEARCH ENGINE SUBMISSION
Due to the infinite number of considerations that search engines use when determining a site’s ranking, Tonic Branding cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted, the time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
 


27. KIDS’ PRIVACY
Our Website is intended for the use of adults and individuals 13 years of ages and older. Our Website is not directed to children under the age of 13. Users under the age of 13 must have the permission and/or assistance of an adult while using or visiting our Website.

 

28. CREDITS
The Client agrees to allow Tonic Branding to place a small credit on printed material exhibition displays, advertisements and/or a link to Tonic Branding own website on the customer’s website. This will usually be in the form of a small logo or line of text placed towards the bottom of the page. The Client also agrees to allow Tonic Branding to place designs and/or photography on Tonic Branding’s own website and social media for demonstration purposes and to use any designs and/or photography in its own publicity. This includes cancelled projects, and projects not been finalised within an 8-month period.

29. CONFIDENTIALITY AND EXCLUSIVITY
It is Tonic Branding’s duty not to disclose any confidential information of The Client during or after Tonic Branding’s appointment without The Client’s permission. However, this does not apply to the information already in the public domain or which subsequently comes into the public domain. The Client acknowledges that it is Tonic Branding’s right to use any general marketing and advertising intelligence, which Tonic Branding has gained during this appointment. The Client views any breach by Tonic Branding of its confidential business information as serious and reserves the right to enforce the confidentiality of such information by any legal means available to it, including but not limited to, injunctive relief. Tonic Branding agrees not to work with any competitive business without the prior consent of The Client.

30. RIGHTS OF REFUSAL
Tonic Branding will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Tonic Branding also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that Tonic Branding does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow Tonic Branding to remove the contravention without hindrance, or penalty. Tonic Branding is to be held in no way responsible for any such data being included.

31. TERMINATION
A termination notice can also be served at any time before the end of the term of this contract by either party sending the other a written notice. The termination period shall be no less than a thirty (30) day calendar month. The Client agrees to settle Tonic Branding’s dues from the last date of the notice period. Any cancellation must be in writing and must be sent or delivered to Tonic Branding and shall be deemed effective only as at the date received by Tonic Branding. These include a recalculation of the fees based on the new delivery period and the delivered scope of work. All ideas, designs and/or photography, concepts, original compositions, finished advertisements, radio and television commercials and all other works and material prepared or acquired by Tonic Branding will be assigned and given to The Client after termination of contract and settlement of all payments to Tonic Branding due for services actually performed, and subject to the terms of any license or permission pursuant to which Tonic Branding may have obtained the use of such material and to such material being in the public domain.

32. SOUTH AFRICAN LAW
This Contract and any other matters concerning the relationship between Tonic Branding and The Client shall be governed by and construed in accordance with the Law of South Africa.

33. JURISDICTION
Any dispute that might arise between the Parties shall be finally settled by the competent courts in South Africa.

34. TONIC BRANDING STAFF
The Client agrees not to employ Tonic Branding’s personnel during the tenure of the contract and for a subsequent period of two years from the date of its termination.

35. DISCLAIMER
Tonic Branding makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. Tonic Branding will not be held responsible for any and all damages resulting from products and/or services it supplies. Tonic Branding is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold Tonic Branding responsible for any such loss or damage. Any claim against Tonic Branding shall be limited to the relevant fee(s) paid by The Client.


Tonic Branding reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. Tonic Branding will not knowingly perform any actions to contravene these and the client also agrees to be so bound. Tonic Branding and its clients agree to comply with Printers Terms and Conditions which include disclaimers for non-completion on time and the flexibility to supply quantities within 10% of the total ordered. Tonic Branding recommend that if an exact quantity is required, then 10% extra is added to the quantity and extra time made available should the job be delayed.


Tonic Branding’s content is based on sub-contracting basis. Tonic Branding does not check content for violations of trademark or other rights.
The Client shall indemnify Tonic Branding in respect of all financial liability (including professional costs damages and accounts of profits) arising out of any claims made against Tonic Branding alleging infringement of any intellectual property rights if such claim arises from the use of information, inventions, ideas, designs and/or photography, artwork, copy or other material provided by third parties.


The customer agrees to fully indemnify and hold Tonic Branding free from harm in any and all claims resulting from a third party in not having obtained all the required copyright, and/or any other necessary permissions. Unless otherwise specified all fonts used in any design and/or photography material supplied by Tonic Branding will remain property of Tonic Branding.


The Client agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design and/or photography will be liable to a separate charge. The Client also agrees that Tonic Branding holds no responsibility for any amendments made by any third party, before or after a design and/or photography is published.