TERMS AND CONDITIONS OF SERVICE

These Terms apply to all quotations, estimates, invoices, and services issued or rendered on or after 10 February 2026.

1. DEFINITIONS AND INTERPRETATION
   “Agent Orange Design”, “AOD”, “we”, “us”, or “our” refers to Agent Orange The Publisher CC t/a Agent Orange Design, Registration No. 2000/071971/23.“Client”, “you”, or “your” refers to any individual or legal entity engaging services from Agent Orange Design.“Services” refers to any design, branding, graphic design, website development, hosting, domain registration, content creation, consulting, maintenance, printing coordination, or related services provided by Agent Orange Design.
   
   These Terms apply to all Services unless expressly varied in writing by Agent Orange Design.
   
   
2. ACCEPTANCE OF TERMS
   Acceptance of any quotation, approval of any estimate, instruction to commence work, or payment of any invoice at any time constitutes acceptance of these Terms.These Terms apply to the exclusion of any client terms or conditions unless expressly agreed in writing by Agent Orange Design.
   
   
3. PAYMENT TERMS
   1. RETAINER SERVICES
      
      • Monthly and quarterly retainers are billed in advance.
      • Invoices are issued on the 14th of each month and must be settled in full before the last day of the month to ensure uninterrupted service.
      • If payment is not received by the final business day of the month, scheduled production, content creation, and related services may be paused until the account is brought up to date.
      • A minimum commitment period of three (3) months applies to all retainers unless otherwise agreed in writing.
      • After the minimum commitment period, thirty (30) days’ written notice is required to cancel.
        
        
   2. WEB DESIGN, GRAPHIC DESIGN AND BRANDING
      • A fifty percent (50 percent) upfront non-refundable deposit is required.
      • The remaining fifty percent (50 percent) is payable before final files, assets, or deliverables are released.
        
        
   3. PRINTING AND BRANDED MERCHANDISE
      • A seventy percent (70 percent) upfront non-refundable deposit is required.
      • The remaining thirty percent (30 percent) is payable before delivery.
        
        
   4. HOSTING AND DOMAIN REGISTRATION
      • Hosting, CDN, domain registration, and renewal services are billed on receipt of invoice.
      • All hosting and domain fees are strictly non-refundable once invoiced due to third-party supplier and registry commitments.
        
        
   5. INVOICES BELOW R2,500.00 + VAT
      • Full payment is required before commencement of any work
        
        
4. MONTHLY CONTENT CREATION RETAINERS
   
   • Retainer deliverables are fixed as outlined in the signed quotation. Requests outside the agreed scope will be quoted separately.
   • Each month’s deliverables are based on one (1) half-day shoot in Johannesburg unless otherwise specified in writing.
   • Deliverables do not roll over month to month. Unused deliverables do not accumulate or convert to credits.
   • A minimum commitment period of three (3) months applies unless otherwise stated in writing.
   • Shoot dates and content priorities must be confirmed by the 25th of the preceding month.
   • Requests made fewer than five (5) business days before month-end may not be accommodated.
   • Agent Orange Design does not guarantee performance outcomes on social media or digital platforms unless expressly contracted as a performance marketing service.
   • Standard turnaround time is seven (7) to ten (10) business days after the shoot date.
   • The client is responsible for providing access to locations, arranging staff availability, and ensuring product or asset readiness.
   • Monthly content is licensed for use on the client’s own owned digital platforms only. Paid advertising, outdoor media, print, broadcast, third-party use, syndication, resale, or redistribution requires prior written approval and may be subject to additional licensing fees.
     
     
5. PAYMENT METHODS AND PENALTIES
   1. ACCEPTED PAYMENT METHOD
      • Electronic Funds Transfer (EFT).
        
        
   2. LATE PAYMENT
      • Overdue amounts accrue interest at a rate of 2.5 percent per month, calculated from the due date.
      • Agent Orange Design reserves the right to suspend services and withhold deliverables if payment is overdue.
      • Accounts overdue by thirty (30) days may be handed over for collection, with all recovery costs borne by the client.
        
        
   3. CASH DEPOSITS
      • Cash deposits made via in-branch tellers incur a 3.5 percent handling fee.
        
        
6. CANCELLATION POLICY AND TERMINATION
   1. RETAINER AGREEMENTS
      • Thirty (30) days’ written notice is required to cancel a retainer.
      • Cancellations made less than thirty (30) days before the next billing cycle remain payable in full.
        
        
   2. CUSTOM DESIGN, BRANDING AND DEVELOPMENT PROJECTS
      • Deposits are non-refundable once work has commenced.
      • Where work completed exceeds the deposit value, the remaining balance will be invoiced and must be settled.
      • All approvals must be given in writing. The client is responsible for reviewing proofs thoroughly before sign-off.
        
        
   3. HOSTING AND DOMAIN CANCELLATIONS
      • Hosting and domain fees are non-refundable.
      • Thirty (30) days’ written notice is required prior to renewal to prevent renewal charges.
        
        
   4. SERVICE SUSPENSION FOR NON-PAYMENT
      • Ten (10) days overdue: payment reminder issued.
      • Twenty (20) days overdue: services may be suspended.
      • Thirty (30) days overdue: services may be terminated and hosting data deleted.
        
        
7. DOMAIN REGISTRATION AND MANAGEMENT
   • Domains are registered in the client’s name as registrant unless otherwise agreed in writing.
   • Agent Orange Design acts solely as an administrative and technical intermediary.
   • Domain availability, renewal, suspension, expiry, or recovery is governed by registrar and registry rules.
   • Domain registration and renewal fees are non-refundable once processed.
   • Renewal reminders are provided on a best-effort basis only.
   • Agent Orange Design may immediately suspend, cancel, or release a domain where there is reasonable suspicion of unlawful, fraudulent, deceptive, or harmful use, or where required by law, registry, or registrar policies.
   • Upon release or termination, Agent Orange Design has no obligation to retain, recover, or transfer the domain.
     
     
8. HOSTING, EMAIL AND WEBSITE MAINTENANCE
   1. HOSTING AND SERVER MANAGEMENT
      • Hosting and email services are provided via third-party infrastructure.
      • Any uptime targets or availability statements are indicative only and do not constitute service-level guarantees.
      • Agent Orange Design is not liable for downtime, data loss, security incidents, or performance issues caused by third-party providers.
        
        
   2. BACKUPS AND DATA RESPONSIBILITY
      • Third-party providers may perform limited infrastructure backups for emergency purposes only.
      • Backups are not guaranteed and are not archival services.
      • Email archiving, retention, or recovery is not included.
      • Clients are solely responsible for maintaining independent backups of websites, databases, assets, and email.
        
        
   3. TERMINATION AND DATA DELETION
      • Upon suspension or termination, access to hosting and email services may cease immediately.
      • Agent Orange Design has no obligation to retain, export, recover, or provide access to any data or email following termination.
      • Data may be permanently deleted in accordance with third-party provider policies.
      • Agent Orange Design may terminate hosting or related services immediately where continued provision would expose it to legal, regulatory, reputational, or operational risk.
        
        
9. E-COMMERCE AND SHOPIFY PLATFORM LIMITATIONS
   • Shopify and related services are third-party platforms governed by their own terms, pricing, and technical limitations.
   • Agent Orange Design is not responsible for changes to Shopify features, pricing, performance, or functionality.
   • All subscription fees, transaction fees, app fees, gateway fees, and third-party service costs are payable directly by the client and may change without notice.
   • Unless explicitly quoted, no POS, ERP, accounting, inventory synchronisation, or advanced logistics integrations are included.
   • Product uploads are capped as stated in the quotation.
     
     
10. INTELLECTUAL PROPERTY RIGHTS
    • All concepts, drafts, working files, source files, and production assets remain the property of Agent Orange Design until full payment has been received.
    • Working files and source files are not released or transferred unless expressly agreed in writing.
    • Final deliverables are licensed for use only upon full payment and strictly within the agreed scope.
    • Licensed stock assets, AI-generated outputs, templates, fonts, and third-party materials are expressly excluded from ownership transfer and remain subject to their respective licence terms.
    • The client warrants that all materials supplied to Agent Orange Design do not infringe any third-party intellectual property, privacy, or data-protection rights.
      
      
11. AI AND AUTOMATION DISCLOSURE
    • Agent Orange Design may utilise AI-assisted tools and automated workflows to support efficiency, ideation, and production.
    • AI-assisted outputs are curated and approved by human designers but are generated using probabilistic systems outside Agent Orange Design’s control.
    • Agent Orange Design does not warrant that AI-generated content is entirely original or free from similarity to existing works.
    • To the fullest extent permitted by law, Agent Orange Design disclaims liability for claims alleging lack of originality, similarity, or infringement arising from AI-assisted content used within the agreed scope.
    • Where absolute originality or exclusivity is required, this must be expressly stated in writing and may be quoted separately.
      
      
12. STOCK IMAGERY AND THIRD-PARTY CONTENT
    • Agent Orange Design may incorporate licensed stock imagery, video, audio, illustrations, or templates as part of a project.
    • Such assets are licensed, not sold, and are limited to the specific project, platform, format, and purpose agreed.
    • Reuse, repurposing, enlargement, or redistribution outside the agreed scope requires prior written approval and may incur additional licensing fees.
    • Agent Orange Design is not responsible for unauthorised or improper use of licensed content by the client or third parties.
      
      
13. PORTFOLIO AND MARKETING USE
    • Agent Orange Design may showcase completed projects in portfolios, case studies, presentations, and marketing materials unless expressly agreed otherwise in writing.
      
      
14. ERRORS AND OMISSIONS
    • Agent Orange Design shall not be held liable for errors or omissions once written approval has been granted.
    • Corrections or changes requested after approval may incur additional costs.
      
      
15. LIMITATION OF LIABILITY
    To the maximum extent permitted by law:
    • Agent Orange Design shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss of business, reputational harm, or loss of data.
    • Agent Orange Design shall not be liable for failures, delays, or losses arising from third-party platforms, systems, providers, or infrastructure.
    • The total aggregate liability of Agent Orange Design for any claim is strictly limited to the fees actually paid by the client for the specific service giving rise to the claim during the three (3) months immediately preceding the event.

    Nothing in these Terms limits liability that cannot lawfully be excluded.

16. THIRD-PARTY WEBSITES, FRAUD, AND UNAUTHORISED USE
    Agent Orange Design provides services relating to the development, management, and maintenance of digital platforms, content, and brand assets as expressly agreed with the Client. Agent Orange Design does not control, monitor, or take responsibility for third-party websites, domains, platforms, or external digital environments.
    
    The Client acknowledges that unauthorised third parties may, from time to time, replicate, copy, impersonate, or otherwise misuse the Client’s website, branding, content, digital assets, products, or services without consent. This includes, but is not limited to, fraudulent websites, cloned e-commerce stores, phishing schemes, unauthorised payment gateways, misleading checkout environments, or unauthorised use of intellectual property.

    
    Agent Orange Design shall not be liable for any loss, damage, claim, or liability arising from or in connection with any such third-party activity, including any financial loss, transactional loss, reputational harm, or consumer claims resulting therefrom, whether direct or indirect.
    
    For the avoidance of doubt, Agent Orange Design shall not be deemed to have caused, enabled, contributed to, or failed to prevent any such third-party activity.
    
    Upon becoming aware of any such unauthorised activity, Agent Orange Design may, at its discretion, assist the Client in reporting such activity to relevant service providers, platforms, or authorities. Any such assistance shall not constitute an obligation, guarantee of removal, or assumption of responsibility for enforcement.
    
    The Client remains solely responsible for the protection, monitoring, and enforcement of its intellectual property rights, brand integrity, and any legal or regulatory action required against third parties.
    
    For the avoidance of doubt, Agent Orange Design does not provide cybersecurity, fraud prevention, domain monitoring, or brand enforcement services unless expressly agreed in writing.

17. INDEMNITY
    The client indemnifies and holds harmless Agent Orange Design, its members, employees, contractors, and service providers against all claims, losses, damages, fines, penalties, and legal costs (including attorney-and-client costs) arising from:
    • The client’s business activities, content, or conduct
    • Unlawful, deceptive, misleading, or harmful use of the Services
    • Infringement of intellectual property, privacy, or data-protection rights
    • Misuse or over-extension of licensed, stock, or AI-generated content
    • Regulatory investigations, consumer complaints, or third-party claims linked to the client
      
      
18. FORCE MAJEURE
    Agent Orange Design shall not be liable for delays or failure to perform due to events beyond reasonable control, including power outages, internet failures, supplier delays, strikes, or acts of God.
    
    
19. CLIENT DELAYS, SUSPENSION AND ABANDONMENT
    • Projects rely on timely client feedback, approvals, and content.
    • Failure to respond within five (5) business days may result in delays.
    • Projects inactive for thirty (30) days may be suspended, with outstanding balances becoming immediately due.
    • Projects inactive for seventy-five (75) days may be deemed abandoned, with no obligation to resume work.
    • Agent Orange Design is not liable for losses caused by client delay, silence, or abandonment.
      
      
20. GOVERNING LAW AND JURISDICTION
    These Terms are governed by the laws of the Republic of South Africa.
    The courts of South Africa have exclusive jurisdiction.
    
    
21. SEVERABILITY
    If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain valid and enforceable.
    
    
22. ENTIRE AGREEMENT AND ACCEPTANCE
    These Terms constitute the entire agreement between Agent Orange Design and the client and supersede all prior discussions, representations, or agreements.Payment of an invoice constitutes acceptance of these Terms.All recovery costs for overdue accounts are borne by the client.