This page contains our standard Terms and Conditions for trading.
All services and goods provided by Denka Design Consultancy cc. (herein referred to as Denka), are subject to these Terms and Conditions. These Term and Conditions, Quotations, Project Briefs and/or Project Specifications can only be changed in a written document signed by you (“The Client” / i.e. the person accepting the Quotation) and Denka.
Quotations are based on the description of the project as described in the Project Brief or Project Specification accepted by Denka. All additional items not detailed in the Quotation, Project Brief or Project Specification, and all variations in services and goods detailed in the Quotation, Project Brief or Project Specification will be charged for accordingly. If so required, the Project Brief or Project Specification can be drawn up Denka on behalf of the client at an additional charge. Denka reserves the right to withdraw from contracts any time prior to acceptance. So too, additional phases of projects once previous phase developments have been met.
Terms of Payment
Unless otherwise provided for in the Quotation: 50% of the total cost in the Quotation (“Cost”) is payable to Denka immediately upon acceptance of the Quotation by Client; 30% of the Cost is payable to Denka on completion of design development before prototypes commencement; and the final 20% of the Cost is payable to Denka on completion of prototypes, before hand over to Client. Interest calculated at 16% nacm is payable on all outstanding payments hereunder. Furthermore, all collection charges including debt collectors’ expenses and legal fees incurred in collecting any outstanding payments will be for the Client’s account. If a project is discontinued or cancelled, the Client will be held responsible for payment of all recorded work in progress and hard cost expenses for all authorised stages of the project, regardless of whether the work relates to the current stage at the time of discontinuation or cancellation. A 10% handling fee will be charged for any goods or services obtained by Denka on behalf of the Client or this project.
Ownership of Goods
Denka retains title to any goods, designs, materials, results and related intellectual property (items) from projects or other activities funded by the Client until full payment has been made of the Cost and other amounts payable to Denka hereunder, where after Denka shall transfer and assign such assets to the Client.
Tooling for Production
If Client appoints Denka to manage production tooling manufacturing (i.e. ensuring that all tooling is to specification and produces quality products), such appointment will continue in force for a period of no less that 5 years from the completion of the tooling. On appointment of such period, Client shall pay Denka: 30% of the cost of the production tooling, where the cost of production tooling is below one hundred thousand Rand (exclusive of VAT); 25% of the cost of the production tooling where the cost of production tooling is between one hundred and one thousand Rand and two hundred thousand Rand (exclusive of VAT); 20% of the cost of the production tooling where the cost of production tooling is above two hundred and one thousand Rand (exclusive of VAT). Component production margins are negotiated on the completion of the tooling and once final production and assembly costs are known.
Denka will use reasonable efforts to meet development schedules. Denka will not be held responsible for any losses, damages or expenses incurred by the Client, Client’s agents or other parties brought about by any delay.
The accuracy of all information provided to Denka as detailed in the Project Brief, letter of agreement or Project Specification and as supplied during the project, is solely the Client’s responsibility.
Denka undertakes to keep confidential all data, reports, recommendations, conclusions or other materials generated as a result of its involvement in the project, except where such information is required to provide the goods or services hereunder, or to correspond with other businesses or individuals who are involved in the project. Obligations of confidentiality will not extend to information that is or falls into the public domain. Denka reserves the right to publish images and information of all work done by Denka for promotional purposes.
Denka will not knowingly create designs that violate the intellectual property of third parties. However it is the Client’s responsibility to ensure that none of the designs and goods developed or delivered by Denka infringe such intellectual property. The Client indemnifies and holds Denka harmless against any actions, damages, costs, or losses that may arise from infringement of third party intellectual property, regardless of how it may have arisen.
The Client will, at its own cost, be responsible for registering and protecting any patents, designs, trademarks or other intellectual property that may generated from services supplied by Denka. Denka will provide any reasonable information required to assist in this procedure. Additional services required to fulfil such requests for information will be for the Client’s account.
All property belonging to the Client and supplied to Denka by or on behalf of the Client (including goods in transit and materials created at Denka’s premises) will be held at the Client’s risk. Denka accepts no responsibility for loss of or damage to such property. The Client indemnifies and holds Denka harmless against any actions, damages and costs relating to such property.
The Client indemnifies and holds Denka harmless against any claims, damages, costs, or losses relating to services performed or goods supplied by Denka for this project (but excluding a breach of this agreement by Denka). The Client assumes, at its own cost, full responsibility for testing and certification of any or all designs to determine and ensure product safety, reliability and adequateness for purpose. Although Denka will use reasonable efforts to ensure that final prototypes are made to specification, the Client accepts that they are prototypes which do have certain limitations in functionality, appearance and material aesthetic.
Denka uses reasonable efforts to maintain job records, drawing and artwork archives, as well as electronic document libraries. Whilst Denka has a policy of ongoing storage of such items, Denka will not be held responsible for the deterioration, destruction or discarding of such items. Furthermore, Denka reserves the right to discard electronic or hard copies of job records, artworks, drawings and documents without being required to notify the Client after one year from the last recorded date in Denka’s job timelines.
The production of printed material involves various subjective decisions including, but not limited to, colour, density, fit and finish. Where the Client does not personally attend and review all such print production stages, the decisions that Denka makes will be deemed to be the Client’s decisions. The Client indemnifies and holds Denka harmless should any aspect of the printed material be regarded as cause for rejection of such material by the Client, the Client’s agents or any other party. While Denka will strive to ensure information included in printed materials is correct, it is ultimately the Client’s responsibility to proofread all materials and ensure that there are no errors or omissions. Where estimates for delivered quantities of items (such as, without limitation, printed matter) are given, a variation of ±10% will apply.
This agreement is subject to the laws of South Africa, and the Client agrees to the jurisdiction of the High Court of South Africa for adjudication of disputes hereunder.
This project or agreement may be terminated by the Client or Denka with 14 days’ written notice. Following termination, the Client will remain responsible for payment of all amounts that accrued to Denka hereunder prior to termination (including, without limitation, related legal, accounting and collection fees incurred incurred by Denka.
Death of Client
The death of the Client does not terminate this agreement. The rights and accountabilities of the Client shall be considered to have been passed on to the Client’s executor or successors in title.
If any of these terms and conditions is or becomes fully or partly invalid, that term or condition will to the extent of the invalidity be removed without affect to the continuing soundness of the remaining terms and conditions.
Denka Design Consultancy