Sphere Custom Design & Installation CC - Standard Terms & Conditions
These terms and conditions set out the basis upon which the Sphere Custom Design (“SCD”) is to be engaged for provision of any services, or the supply of equipment to a third party or client. The contract between the parties will consist solely of and the order of precedence shall be:
(i) these terms and conditions;
(ii) the Workbook Proposal produced in accordance with these terms and conditions;
(iii) any drawings, schedules and like documents produced by SCD in accordance with these terms and conditions.
1. Initial services
1.1. Preliminary Meeting. SCD will meet with the client to take initial instructions for the purposes of producing a Workbook Proposal (“the Workbook Proposal”) for works to be undertaken for and on behalf of the client.
1.2. The Workbook Proposal. The Workbook Proposal will contain a sum (“the Indicative Budget”) which is the likely cost of the design, and/or installation work to be carried out and/or equipment and/or material to be supplied by SCD (“the Work to be undertaken”). In arriving at their assessment of the Indicative Budget for the works to be undertaken, SCD may produce one or more of the following: positional and/or schematic drawings, a wiring schedule and a costing sheet.
1.3. Acceptance of the Workbook Proposal. Acceptance of the Workbook Proposal is to be notified to SCD within 7 days of submission by SCD failing which the Workbook Proposal will lapse unless extended by SCD, or agreed otherwise in writing. Any Payment, Instruction or Request by the client, or on the client’s behalf, to commence the Works will constitute acceptance of the Workbook Proposal including for the avoidance of doubt, the Indicative Budget.
1.4. Indicative Budget is best estimate. The Indicative Budget represents SCD’s best estimate of the likely cost of the works to be undertaken, and SCD will use its best endeavours to complete the Works within the Indicative Budget. However, where the Indicative Budget is exceeded for any reason other than default on the part of SCD, SCD reserves the right to recover from the Client any fair and reasonable sums incurred over and above the Indicative Budget.
2. On Site Services
2.1. Attendances not included in the Workbook Proposal. From time to time SCD’s attendance at site or elsewhere may be required for the provision of additional services, over and above those described in the Workbook Proposal. Where such services are not included in the Indicative Budget, all time spent engaged in these or like matters will be charged additionally at the applicable SCD hourly rate, the amount of which will be indicated as standard in the Workbook Proposal as either part of the design or the installation rate (“the SCD Hourly Rate”). All sums referred to in or pursuant to these terms and conditions, including the sums set out in the Workbook Proposal and the SCD Hourly Rates are exclusive of VAT unless otherwise indicated.
2.2. Changes after submission of the Workbook Proposal. In the event that after submission of the Workbook Proposal changes to the design, system or Workbook Proposal are instructed orally or in writing by the client or their agent, or any circumstances arise or events occur, including for the avoidance of doubt delays not caused by SCD, which SCD could not reasonably have foreseen at the date of the Workbook Proposal, any sums reasonable and fairly incurred will be charged to the client as follows:
2.2.1. Where reasonably practicable, on the basis of an agreed lump sum price via means of an addition order, or change order
2.2.2. Alternatively, SCD will be entitled to a fair and reasonable sum for the additional work carried out, materials and time spent which in the absence of agreement to the contrary will be calculated by the SCD hourly rate plus a reasonable charge for materials and/or equipment supplied.
2.2.3. For reference, SCD continually tracks its work on sites by means of GPS location devices in vehicles used by staff, tracks time via means of programming clock on work done off site and whilst programming or wiring racks. These time schedules shall be used as basis of calculations for the aforementioned.
2.3. Substantial Completion. Where required, substantial completion is defined as the point at which final equipment has been delivered to site and final programming, system tuning, trouble shooting and client training are all that remain. All parties involved at this point are required to review the work under contract and SCD will issue of a formal certificate of substantial completion.
3.1. The Indicative Budget is payable in the instalments as set out in the Workbook Proposal, and turned into invoices pertaining to those specific sections. All sums payable under and/or pursuant to these terms and conditions are due within 7 days of the date of an invoice (“the Due Date”) unless otherwise indicated. Interest on late payments will be charged at the rate of 2% above the National Bank base rate and compounded monthly. Further, without prejudice to any other rights and remedies available to it, SCD reserves the right, if payment is not received by the Due Date, to suspend performance of all obligations under these Terms and Conditions until such time as all outstanding payments are received in full.
4.1. Copyright. The copyright in any design produced by SCD shall remain the property of SCD until full payment under these terms and conditions is received. Use of any design supplied shall be permitted only for the purpose and specific project for which it was produced by SCD as identified in the Workbook Proposal. For the avoidance of doubt, use of the SCD design for any project other than that for which it was originally produced shall attract a further fee in accordance with these terms and conditions.
4.2. Delivery and Installation of Equipment. Confirmation of delivery dates will be subject to
4.2.1. Any sums due for payment being paid at the date for delivery.
4.2.2. Acceptance in writing of the Workbook Proposal.
4.2.3. Receipt of any technical approvals from the client or their agent.
4.3. Delivery dates are best estimates. Delivery dates represent SCD’s best estimates and whilst SCD will use all reasonable endeavours to meet such dates, no liability is accepted by SCD if any date is not met, for whatever reason, unless otherwise agreed in writing and/or except insofar as SCD have failed to use reasonable endeavours as aforesaid.
4.4. Insurance. In circumstances where delivery to site is delayed beyond the original delivery date for any reason other than a reason which is in the sole control of SCD, then SCD will arrange storage and insurance for the equipment at the Client’s expense. Otherwise, any equipment will remain at SCD’s risk up to the date of delivery to site. From and including the date upon which delivery to site takes place, insurance cover will be the responsibility of the Client. SCD will not be held liable for damages arising as a result of the products damaged, abused, broken or missing from site once delivery has taken place, unless neglect can be proven on SCD’s account.
4.5. Substitution of Equipment and Materials SCD wish to provide the Client with the best and most appropriate equipment available within the Indicative Budget. They therefore reserve the right, for whatever reason, and at whatever stage of the project, to substitute any equipment and/or materials specified in the Workbook Proposal or elsewhere with equipment and/or materials of an equivalent or superior quality.
5. Ownership of equipment and materials supplied. Title of all equipment and/or materials supplied shall remain with SCD until payment is received. SCD hereby reserve the right to re-enter the site and collect or otherwise disable all equipment in respect of which payment is not received within 7 days of invoicing.
6. Guarantee of Equipment Supplied. The extent to which equipment supplied and/or installed by SCD is guaranteed will be set out in full in the Workbook Proposal. Any guarantee will be revoked automatically in circumstances where:
6.1. The equipment is damaged, modified or interfered with by any person other than a representative of SCD; and/or
6.2. Without the prior written consent of SCD, the equipment is worked upon and/or repaired by anyone other than a representative of SCD, or a person under the supervision of a representative of SCD;
7. Disputes. SCD and the Client will attempt to resolve any dispute amicably. All disputes arising under these terms and conditions shall be governed by Applicable South African Law and will be within the jurisdiction of the South African courts. Either party shall be entitled to refer any dispute to adjudication in accordance with the rules of the CEDIA governing body, of which SCD is a member.