Key-points summary: All your rights remain yours. You have any necessary permissions. You’ll have two weeks to give us feedback on work we deliver. You’ll pay a deposit up front and all invoices on delivery. And either of us can cancel, both settling any debts to one another.
- Copyright and licensing
- Source material and warranties
- Review of work
- On publication
- Ongoing maintenance and distribution
- Updates and revised editions
- Ending this agreement
- Assigning this agreement to others
- Contract clauses
When you accept a quote for Fire and Lion’s services, you’re agreeing to these terms and conditions as they stand when you accept the quote. They form an agreement between us. If you’d like to have a paper copy, print this page for your records. (This version of our terms is dated 31 December 2017.)
In this agreement, ‘we’ means both parties, Fire and Lion and the client together. ‘You’ means the client.
This agreement sets out the general terms and conditions of our working relationship. Its terms govern each project we undertake together. Each project should have its own specific terms and project deliverables, which will be detailed in a project specification document or a written brief from you, and costed on formal quotations. We refer to the material we create together in any given project as ‘the work’.
Copyright and licensing
You are contracting Fire and Lion to produce the deliverables noted in project specifications.
Some elements in your project are yours, and some are Fire and Lion’s:
- You retain the copyright in all material (e.g. text and illustrations) that you own and provide for the work; and you retain all overarching licenses that allow you to enter into this agreement as the owner of the work.
- Fire and Lion retains copyright in the elements it provides for the work from its own resources (e.g. design, get-up, computer code, and text and illustrations that don’t form part of the source material provided by you).
- Where Fire and Lion (or anyone we commission) creates specific deliverables or works, including composite works, (e.g. designs, images, text) that you have specified and commissioned, as detailed in the project specification, and they have been fully paid for and included in the finished work, you will be licensed to use them in their finished form on a perpetual, transferable, royalty-free basis, unless the project specification explicitly states otherwise or we sign a separate assignment agreement.
Fire and Lion may publicly display samples of the work as part of Fire and Lion’s portfolio of work, after publication and as long as those samples would not reasonably affect your interests (e.g. sales of the finished work).
Source material and warranties
By an agreed date, you will provide all the original material (including, for example, text and illustrations or clear briefs for their creation) for the work. Fire and Lion will produce project deliverables within an agreed amount of time. These dates and times are noted in each project specification and/or on shared project-management systems.
If you borrow material belonging to others, you will give Fire and Lion copies of the written permission obtained to use it. If the borrowed material can be used under an appropriate open licence (such as a Creative Commons Attribution licence), you will give Fire and Lion copies of the open-licence wording. You will keep a copy of everything you provide, and Fire and Lion will be careful to transport and store safely what they receive.
We both warrant to each other that:
- the material we provide is original (except material borrowed with permission or under an appropriate open licence)
- the material won’t impair anyone else’s rights
- the material is not defamatory or libellous
- we have the power to make this agreement.
Material may include (and is not limited to) text, images, video, domain names, trademarks and computer code.
Each of us indemnifies the other, their agents and employees, and hold them harmless, against any loss or cost, including legal fees, arising out of a breach (or a claim of breach) of these warranties.
If one of us believes the other has breached these warranties, or uses material belonging to others without their permission, or in any other way plagiarises a third party’s intellectual property in preparing the work, either of us may decide not to continue with this project. If this happens, Fire and Lion may suspend all maintenance services, and each of us may recover from the other any costs already incurred, and may use any legal measures to do so.
Review of work
In the course of producing project deliverables, Fire and Lion may provide services that include editorial support, advice, and professional proofreading and illustration. Fire and Lion may edit, add to, and delete from the work, submitting changes to you for approval. You won’t unreasonably withhold approval, and will provide feedback promptly.
You will read the laid-out work carefully before the work is made public. You are responsible for ensuring the accuracy of all information when you create and check the work.
If Fire and Lion does not receive any feedback on a project deliverable within two weeks of delivery, or another time period agreed in writing, then the project deliverable is considered accepted and complete. Fire and Lion may then charge a fee for any changes you make subsequently.
Fire and Lion is responsible for devoting its full available expertise to decisions about the production and design of the finished work. Fire and Lion will consult you about the design of the published work, but may need to make final decisions about design and production values according to what Fire and Lion reasonably believes is in your best interests.
You’ll pay Fire and Lion a deposit before we commence work. Fire and Lion may withhold finished work or source files, or suspend services, until project invoices are fully paid.
‘Publication’ is the moment that the work (or a first installment of a serialised work) is made available to the public. Before publication, you will have opportunities to review the work and provide feedback. Should distribution of the work be included among project deliverables, Fire and Lion may make the work publicly available once your feedback has been addressed and/or implemented.
All invoices from Fire and Lion to you, and any third parties you nominate to carry costs, must be fully paid before publication.
Ongoing maintenance and distribution
If your project requires ongoing support, these will be detailed in the project specification as maintenance services (e.g. web hosting, support, monitoring, server management, domain registration; printing and sales; distributor and retailer management, etc.). Maintenance is charged on a monthly or an annual basis.
Fire and Lion may adjust maintenance service charges and will give you reasonable notice of any changes.
Fire and Lion is entitled to suspend maintenance services (e.g. remove a work from circulation or deactivate its website) if you do not pay maintenance charges due.
The project specification will include details of how revenue from sales, if any, is distributed to you or other parties.
Web hosting explanation
If we build a website for you, it needs to be hosted somewhere. A web host is where your final website files are physically stored and available to the Internet.
You can arrange your own web hosting, or we can manage it for you. Fire and Lion is not a web-hosting company; rather we use the services of web-hosting companies we’ve come to love and rely on over the years. Instead of entering into a complex web-hosting service agreement with you, we are simply transparent about where we have your site hosted, so that our underlying service agreement with the hosting company covers your site, too. Most sites we manage are hosted at Hetzner South Africa on their shared servers. So if you notice a technical problem with your site, you call us and we’ll work with your site’s host – usually the Hetzner team – to fix it. This way, you only have to deal with us, and we can translate their technical terms into non-technical language that works for you.
Web hosting is infrastructure – like the wires that bring electricity to your home – so our managing your web hosting is limited to keeping the infrastructure working well. If you need to make changes to the content of your site, we charge for that work separately, either per hour or under a pre-arranged retainer agreement.
Updates and revised editions
An update is a small change to the work. Roughly defined, an update should take no longer than a day to implement, and should not change the work so significantly as to make it appear to a third party (e.g. a customer) to be a different product. A new or revised edition is a large change to a work, or a large number of updates implemented at once. To an outside party, a new or revised edition would appear to be a new product.
Fire and Lion will implement your updates as part of a paid maintenance service, if included in a project specification. Updates outside a maintenance agreement, and new editions, will be managed and costed as new, separate projects.
Should you choose to stop a project, you must ensure that Fire and Lion receives a written request to do so. Fire and Lion will refund payments you’ve already made (e.g. your deposit), less a pro rata amount for costs already incurred by Fire and Lion (e.g. for development, design, domain registrations, hours worked, bandwidth fees) at the time of your request to stop work.
Ending this agreement
This agreement may end in these ways:
- One of us decides to end it, and gives the other at least 30 days notice in writing.
- One of us does not fulfil our obligations, and is therefore in breach. Before the agreement ends this way, the parties must discuss the possible breach and make every reasonable effort to resolve it.
When this agreement ends:
- If Fire and Lion has excess printed copies of the work in stock, which you do not already own, Fire and Lion will offer you those copies at the most recent cost price of printing and delivery. Fire and Lion may then donate remaining copies to worthy causes of its choosing, or dispose of them.
- Any money owed between the parties must still be paid. Money paid in advance for uncompleted work must be refunded, less any direct costs incurred up to the date on which the notice of termination was received. All payments are due by the date of termination.
Assigning this agreement to others
If either of us intends to sell or transfer this agreement, we will inform each other at least 30 days before the sale or transfer. This is not required if we are selling or transferring most or all of our assets or ownership interest.
If we agree to change any of the terms in this agreement, any changes must be made in writing by both of us.
If the client comprises more than one person, each person agrees to these terms jointly and severally.
If one of us does not take action when the other does not fulfil their obligations, we are not waiving our right to take action later.
If a court decides that part of this agreement is not valid, that decision does not affect the rest of the agreement.
If we have any disputes, we will resolve them first through direct discussion, then arbitration if absolutely necessary. We will agree on the arbitrator. The dispute will be resolved finally by the arbitrator, whose decision will be binding. During a dispute, you will continue to pay for ongoing maintenance services.
This is the only agreement we have between us regarding the work, replacing and superseding any other agreements unless those other agreements are subject to this one, made in writing, and signed by both parties. In the event of a conflict between this agreement and another agreement, this agreement takes precedence.
This agreement is subject to the laws of the Republic of South Africa.
(For printed copies where necessary. These terms are also considered accepted by the client when Fire and Lion’s quotes are accepted.)
For Fire and Lion
For the client