Creatives

Terms of Use

THE REPUBLIC OF UGANDA

AGREEMENT FOR PROVISION OF WEBSITE SERVICES 


 

This agreement describes the terms and conditions which you accept when you sign up to be a freelancer creative under Kafunda Kreative.

  1. COMMENCEMENT AND DURATION

This agreement is deemed to commence from the time you agree to the terms and conditions or by affixing your electronic signature to it.

The User’s access and this Agreement shall automatically terminate upon the expiry of the 12 (twelve) month period. The User may extend the Access by renewing his/her/its Access, subject to Access being available at such stage subject to Kafunda Kreative’s terms and conditions. 

  1. DEFINITIONS; As used herein and throughout this Agreement:

    1. The agreement means the entire content of this Basic Terms and Conditions of this document, together with any exhibits, schedules or attachments hereto.

    2. Freelancer Content means all materials, information, photography, writings and other creative content provided by Freelancer for use in the preparation of and/or incorporation in the Deliverables.

    3. Copyrights mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under the Laws of Uganda.

    4. Deliverables mean the services and work product to be delivered by Freelanceron behalf of the agency, in the form and media.

    5. Freelancer Tools means all design tools developed and/or utilized by Freelancer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

    6. Final Art means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project
      and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Freelancer Content, and Designer’s selection, arrangement and coordination of such elements together with Freelancer Content and/or Third Party Materials.

    7. Final Deliverables means the final versions of Deliverables provided by the Freelancer and accepted by a third party.

    8. Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Freelancer and which may or may not be shown and or delivered to a third party Client for consideration but do not form part of the Final Art.

    9. Services means all services and the work product to be provided to a third party by the Freelancer as described and otherwise defined by the third party.

    10. Third-Party means a person not connected to this contract but may be affected by its implementation.

    11. Third-Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

    12. Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the third party.

  2. FREELANCER RESPONSIBILITIES

Freelancer acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:

    1. Shall be responsible for developing creative and incorporated into and delivered as part of the Final Deliverables to third parties, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Freelancer Content. 

    2. The freelancer shall report the Net Sales price paid by all third parties and Government for acquisitions or use of the final deliverables. This report will also include (a) the name and national identification of the third party (b) the contact (if available); and (b) receipt identification of the sale. 

    3. For any Final Deliverable that includes the work of independent contractors or third party material, Freelancer shall secure sufficient rights for Client to use the Final Deliverables for their intended purpose.

    4. To the best of Designer’s knowledge, the final Deliverables will not infringe upon the IP rights /copyrights of any third party. However, Freelancer will not be conducting any type of IP clearance search (for example, Freelancer will not be conducting a copyright, trademark, patent or design patent clearance search).

    5. Conflict of Interest

      1. The freelancer represents that in execution and performance of their obligations to this Contract will not conflict with or breach any contractual, fiduciary or other duty or obligation to which their bound. 

      2. The freelancer shall not accept any work from Customer or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Freelancer or which is detrimental to the Agency’s business interests.

 

  1. The Agency’s RESPONSIBILITIES

    1. Subject to the terms and conditions of this Agreement and payment of the agreed fees (including usage-based fees), The Agency grants to the freelancer non-exclusive, limited and non-transferable (except as explicitly stated in the Agreement) right, during the term of the Agreement, to access and use the Kafunda Kreative online Software for its intended purpose. The Customer’s right to access and use the Software particularly comprises the right to input and/or upload data into the Software, to process these data using the Provided website and online platform for the clients to display final arts 

 

    1. Promotion and advertisement of the final arts of the Freelancer on the kafunda Kreative online platform.

 

    1. The Agency shall keep; take preventive measures to ensure that it does not disclose any information and final arts disclosed and commissioned by the Freelancer to another legal person unless authorized in writing by the designer.


 

  1. FEES, CHARGES AND RENUMERATION

 

    1. All payments by third parties shall be made to the freelancer through the Agency.

    2. In consideration of the website rights granted herein by The Agency in clause 4 of this agreement, the Freelancer shall pay royalties of 20% on all final deliverables.

    3. Upon termination of this agreement, the Freelancer shall within 30 days pay The Agency all financial obligations including but not limited to annual subscriptions and royalties. 

    4. Should the parties terminate this Agreement for any reason, the Freelancer shall pay the Agency for only sales of the final arts made prior to the termination date.

 

  1. GENERAL TERMS

    1. NOTICES.

      1. All notices shall be sent by email. Permissible addresses for notice include those stated in this Agreement and any other address reasonably communicated.

      2. A notice that is sent by email but is not read by the addressee is nevertheless effective if, but only if, it has been (a) sent from an email account that has been designated for notice and (b) delivered to an email account that has been designated for notice. Email accounts designated for notice are identified at the top of this Agreement, and may be amended only by written notice.

    2. DISPUTE RESOLUTION.

      1. Arbitration. At the request of either party, the parties will submit any dispute between them, arising out of or relating to this Agreement or any transaction or relationship arising from it, to binding arbitration within the jurisdiction of the Republic of Uganda. 




 

    1. TERMINATION

      1. DISCRETIONARY TERMINATION, UPON NOTICE. 

Either party may terminate this agreement in its business discretion upon sufficient advance notice. The amount of notice required is 1/4 of the estimated contract duration. 

      1. DISCRETIONARY TERMINATION BY THE DESIGNER. 

IF: the freelancer uses this discretionary termination provision, THEN: The Agency will retain all payments already made as of the notification date. 

      1. DISCRETIONARY TERMINATION BY THE AGENCY.

IF: Design Hub uses its discretionary termination provision, THEN: (a) will assist the freelancer in  transferring the project to a new online service provider and or (b) Design Hub will assign sufficient IP rights to Freelancerto allow Client to continue the project.

    1. TERMINATION FOR BANKRUPTCY. 

Subject to any restrictions imposed by law, either party may immediately terminate this Agreement, if the other party either: (1) ceases to do business in the normal course; (2) becomes insolvent; (3) admits in writing its inability to meet its debts or other obligations as they become due; (4) makes a general assignment for the benefit of creditors; (5) has a receiver appointed for its business or assets; (6) files a voluntary petition for protection under the bankruptcy laws; (7) becomes the subject of an involuntary petition under the bankruptcy laws that is not dismissed within 60 days.

      1. TERMINATION FOR BREACH. 

If a material breach of this Agreement is not cured within 10 business days after a party’s receiving notice of the breach, then the non-breaching party may terminate this Agreement immediately upon notice.


 

      1. TERMINATION PROCEDURE. 

Upon expiration or termination of this Agreement: (a) each party shall return (or, at the disclosing party’s request, destroy) the Confidential Information of the other party, and (b) other than as expressly provided in this Agreement, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

 

    1. Force Majeure. 

Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Freelancer and Design Hub.

    1. MODIFICATION & WAIVER. 

Any modification of this Agreement must be in writing. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach

    1. SEVERABILITY. 

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

    1. MUTUAL DRAFTING. 

Any ambiguity or inconsistency in this Agreement is to be resolved in accordance with the most reasonable construction and not strictly for or against either party by virtue of that party’s author-ship.

    1. GOVERNING LAW. 

This Agreement will be governed under the laws of Uganda

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