TERMS & CONDITIONS These Terms and Conditions constitute a legally binding agreement between the Client and The Legends of Africa, regarding services rendered or to be endured by The Legends of Africa. In the event of conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions shall control. Submission of source materials (as defined below) constitutes acceptance of all these terms and conditions.act. 1.3 "Source Materials" means the documents, materials, and other items furnished to/by The Legends of Africa. 1.4 "Deliverable" means the final version of the Source Materials provided byThe Legends of Africa to the Client. PRICING The Legends of Africa reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final Source Materials. Clients shall be advised by The Legends of Africa of the estimate of additional charges or change of delivery date prior to delivery. The Legends of Africa is a currently a free publication. By completing the subscription form, Clients are knowingly executing this contract and thereby paying for the convenience of The Legends of Africa to be delivered directly to their address of choice. CLIENT SPECIFICATIONS/ ASSISTANCE Unless the Client instructs The Legends of Africa to use specific information for the job at hand, The Legends of Africa shall translate specialized terms by their usual and conventional meanings, and otherwise make decisions based on The Legends of Africa's standard production procedures. All Source Materials shall be legible and shall be delivered to The Legends of Africa in such format(s) and such time as The Legends of Africa shall specify. The Legends of Africa shall not be responsible for delay in delivery due to failure to deliver any Source Materials in a timely manner or proper format. MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS All modifications or additions to the Source Materials shall be submitted to The Legends of Africa clearly indicating changes and where they occur in relation to the previously submitted copy. Pricing and scheduling for incorporation of Source Material modifications or additions into the target publication in progress shall be determined based on extent and implication of changes and percentage of work already completed. Client shall be advised by The Legends of Africa of the estimate of additional charges before the changes or additions are made by The Legends of Africa. DELIVERY DATES Delivery dates shall not be valid unless they have been expressly confirmed by The Legends of Africa in writing. Should a delay in delivery by The Legends of Africa occur, The Legends of Africa shall first be granted a reasonable additional period for completion. Only upon expiration of this additional period without completion of performance shall the customer be entitled to demand cancellation of the contract or reduction of the price. Any further claims are excluded. The customer remains liable for payment for the publication by The Legends of Africa up to the time of the customer's notice of cancellation. The customer shall not be entitled to claim cancellation or reduction if the delay is due to force majeure or other circumstances over which The Legends of Africa has no control. LIMITATION OF LIABILITY The Legends of Africa shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against Client by any other person or entity, arising from or relating to services rendered by The Legends of Africa, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, and even if The Legends of Africa has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding. The Legends of Africa shall not be responsible for any loss or damage to, nor the return of, any Source Materials. DISCLAIMER OF WARRANTY The foregoing warranties of The Legends of Africa are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. The Legends of Africa makes no warranty that use of the Deliverables or use of any information relating thereto or contained therein shall not infringe any patent, copyright, or trade secret or any other proprietary right of any third party. TERMINATION In the event that Client breaches this Agreement, The Legends of Africa shall have the right to terminate whereupon Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that The Legends of Africa breaches this Agreement, Client shall have the right to terminate. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay or failure in performance due to any causes beyond its control. TITLE AND OWNERSHIP All right, title and interest in and to the Source Materials and, except as hereunder provided, the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of Client. Notwithstanding the above, Client acknowledges that The Legends of Africa is the sole and exclusive owner of all rights. CONFIDENTIALITY The nature of the work performed and any information provided to The Legends of Africa by Client shall be confidential. The Legends of Africa shall not without the prior consent of client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of The Legends of Africa whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent The Legends of Africa is required by law to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by The Legends of Africa. INDEMNIFICATION Client shall indemnify, defend, and hold harmless The Legends of Africa, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) Client's breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by Client, (iv) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right. TERMS OF PAYMENT Payment methods shall be by either of the following methods. (i)Where no credit arrangement has been agreed between The Legends of Africa and its customer payment shall be made by credit card using encryption communications ensuring that credit card details are passed in a secure format. Credit card details shall be recorded by The Legends of Africa when customers first register an order. Customers shall be required to register their credit card number when registering subsequent orders for validation by The Legends of Africa. The Legends of Africa shall transact payments with the appropriate credit card companies in all instances. Where non-validation occurs, customers shall be contacted by The Legends of Africa for order confirmation and payment details prior to the translation process. (ii) Where credit arrangements have been agreed between The Legends of Africa and its customer, the customer shall make payments to The Legends of Africa for all agreed services within thirty (30) days of receiving a valid invoice from The Legends of Africa. (iii) Where payments by mail arrangements have been agreed between The Legends of Africa and its customer, the customer shall make payments to The Legends of Africa for all agreed services within the specified billing date. The Legends of Africa will deliver invoices through specified address according to the contract governing this agreement. If the Client is late in making payment, The Legends of Africa is entitled to charge interest at the rate of 2 % per month or part thereof until the entire amount due is received. The customer alone is liable for payment; payments by other parties shall be accepted conditionally, only if they are received on time in the full amount of the invoice and the identity of the customer, the invoice number and the order number are clearly recognizable. The customer has no right to retain any portion of a payment. The customer may not offset an invoice against other claims unless these are undisputed or legally enforceable. Should The Legends of Africa need to engage the services of a law firm, solicitor, or debt collection agency to assist in the collection of the payment from the Client, then the client agrees to pay The Legends of Africa the full costs and commissions charged by the law firm, solicitor, or debt collection agency for such services plus an additional administration fee of US$2,000 to compensate The Legends of Africa for the additional administrative and management time required to collect the outstanding payment. LEGALITY This Agreement shall be governed by, enforced and construed in accordance with the laws of the United States of America. | |||||