K360 BUSINESS SOLUTIONS (PTY) LTD – TERMS AND CONDITIONS

Last Updated : 27 January 2021

1. INTRODUCTION

K360 capture, supply and create digital product photography renditions (“images”) and provide “business services” to you (“our client”) on such terms as mutually agreed on. K360’s unique approach and services offered are showcased on our website at http://www.k360.co.za.

As we will chat, meet, brainstorm, and exchange creative ideas, it will ultimately lead to us providing you with our Quotation for services. Once you have accepted our Quotation, you will be provided with our Production Information Form (“PI”). The PI forms a core material part of what we agree on as it governs exact details of your list of products, creative direction and logistical services required. It will also be our joint point of control to be used to monitor what products we receive, and send back to you.

Collectively we refer to the PI, the digital and electronic communication (including but not limited to e-mails, whatsapps, text messages, voice notes, attachments) and other documents, as the Booking Schedule (“BS”). Both you and K360 agree and understand that the BS, read with this T&C’s shall be regarded as the full reflection of what we have agreed upon (“this Agreement”).

When you have completed and submitted your BS to us, you understand and agree that you have read and understood all of our T&C’s and that you shall be bound by it. To keep us both protected, once the PI content has been completed and finalised, and the Booking Fee paid, it forms part of the BS and we both agree and understand that it is fully binding, applicable, and enforceable by both you and K360 (“the Parties”).

This Agreement is the whole Agreement. If any unclarity prevails, the BS and T&C’s shall apply.

2. DEFINITIONS & MEANING OF TERMINOLOGY USED

The terminology and definitions underneath will have the same meaning everywhere else where it appears. In the BS, and on our website. Any words written in inverted commas, means it is a definition or clarification of a photographic or financial term.

2.1 General Legal and Business stuff

2.1.1 “You”, “Your” or “Our Client” means:

– You as person or individual or more than one individual (“a partnership” jointly and severally liable for costs) who utilise our services in your personal capacity or
– A legal juristic person meaning a registered company (or close corporation if applicable) in accordance with the Company Laws of the Republic of South Africa with the person placing the order acknowledging and confirming that they have the authority to act on behalf of the Company. 

You, once you have submitted your PI, agree and confirm that the details as provided on the PI are true and correct. Specifically, but not limited to your business name, individual identity, company registration, VAT status and main business or registered address. You confirm that the address provided will be your chosen address for the receipt of any formal or legal notices or documents. Should this address change during our execution of your order, you will notify us in writing immediately by e-mail.

2.1.2 “K360” means K360 Business Solutions (Pty) Ltd, (Company Registration No 2017/356020/07), a limited liability company incorporated in terms of the laws of the Republic of South Africa with registered address at 869 Mastiff Street, Garsfontein, Pretoria, Gauteng, 0081. Our postal address is the same and this is also the physical address for receipt of any formal or legal notices or documents. Our website is registered as http://www.k360.co.za. Any communication or complaints may be directed to hello@k360.co.za. K360 in as far as we may provide downloads of images or content and be classified as an electronic transactional entity as per the ECTA, confirms our services listed on our website as our main business.

2.1.3 “ECTA” means the Electronic Communications and Transactions Act 25 of 2002 as amended and in as far as it might apply to any on-line shop or services for these purposes, the T&C’s contained in here is binding and enforceable against all Parties.

2.1.4 “CPA” means the Consumer Protection Act, No 68 of 2008. Our T&C’s apply to all clients who are consumers for purposes of the Act. If you are unclear or do not understand our T&C’s, it is your responsibility to ask for clarification before submitting your PI and BS.

2.1.5 “Privacy Policy” means K360’s privacy policy as published and updated on our website at https://www.k360.co.za/privacy-policy/ which outlines how we collect, handle and deal with your personal or company information and handling of data. If you are unclear about any of its terms, it is your responsibility to ask for clarification. We respect your confidentiality and privacy and will handle and protect your information to the best of our ability.

2.1.6 “VAT” shall mean value added tax payable as required in terms of the Value Added Tax Act, number 89 of 1991, as amended. As such, K360 not registered for VAT and all transactions shall be handled and deemed to be VAT inclusive for purposes of this Agreement where any cost or price is referenced.

2.1.7 Calculation of Days: Any reference to number of days shall be business days excluding the first day and including the last day. A business day means any day excluding Saturdays, Sundays and public holidays.

2.1.8 Our T&C’s and relationship, including any dispute shall be governed in terms of South African Law.

2.1.9 The T&C’s version provided or transmitted to you when placing your order shall govern and apply to our relationship. No change, variation, deletion or amendment of any terms shall be valid unless K360 in writing agreed to it.

2.1.10 “Force Majeure or vis major events” means a superior force or event or circumstance beyond the control of the parties. Due to such an event contractual performance is made impossible and beyond the reasonable control of either party. This includes but is not limited to any strikes, riots, fires, storms, epidemics, pandemics, quarantines, blockades, war, act of terrorism, , natural disasters, failure or diminishment of power.

2.1.11 “Branding” or “Branded content” shall means all or any uniquely identifying trademarks associated with a specific business and includes: trade names, service marks, slogans, designs, domain-names, labels, logos, website’s, branded images on which a brand name appears, packaging and any other source-identifying symbols and intellectual property rights, owned by you or any third party where relevant.

2.1.12 Intellectual Property Rights” means all rights conferred by statute, common law or equity in any part of the world including trade secrets, know how, copyrights, trademarks, mask work rights, patents, designs, moral rights, and other intellectual property rights which may belong to you or a third party where you have an agreement with a third party to on-sell their services or Products.

2.1.13 “Non-disclosure Agreement” or “NDA” means an agreement between you & K360 or you and an external party which provides that no confidential information, inventions, any ideas, concepts, materials or product composition, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae or other copyrightable works, and techniques may be disclosed to any other person or party unless permission has been obtained from the relevant party. All information covered under an NDA shall be treated and regarded as confidential.

2.2 Financial stuff

2.2.1 “Pricing structure”, “Bundle”, “Product rate”, “Base Fee” mean an all-inclusive fee or consolidated rate as determined in K360’s sole elective as the calculated basic cost we charge for product photography per product. This fee may include specific images, image types or service offerings (as listed underneath) which will be defined and outlined in the Quotation. Packaged pricing or bundles published on our website or marketing material shall be a guideline to provide you with an idea of what our charges are. However, the final Quotation sent to you, based on your product type, size and specific requirements will determine the final total cost of service as mutually agreed on.

2.2.2 “Add-on services” means elective additional 360 effects, videos, specific export formats and sizes, special editing effects, creative GIF’s, videos or any other specialized additional services we provide. All add-on services shall be quoted for additionally, and based on a set add-on rate per service, per product.

2.2.3 “Additional Order” or “additional service” mean any additional services required that falls outside of the agreed BS and quoted services. Any additional order or items shall be on quote with Invoice and Booking Fee in same manner as if it were a new order but on the same T&C’s as originally agreed on.

2.2.4 “Quote” means our estimated total costs and price based on your required services, including provision for add-on services, additional creative or in-studio work, travelling, shipping expenses, consumables and venue or studio rental where relevant will be included. All quotes are valid for 30 days from date of issue.

2.2.5 “Tax Invoice” means the total costs or price as accepted on final quotation and will include the items and services that will be delivered to you. This is the cost of our services and the agreed price payable.

2.2.6 “Booking Fee” means the minimum payment payable by you on receipt of Invoice. The Booking Fee shall be stipulated in the Quotation and is normally calculated at minimum as 50% of the total price, together with Consumables, shipping, venue or studio rental and travelling. It is a reservation fee which covers the date, certain expenses provided for, and includes preparation of creative ideas, styling and services.

2.2.7 “Remaining balance of total cost” refers to the balance payable by you to K360 once the order is fulfilled and completed.

2.2.8 “Rush Fee” means an additional amount payable by you to guarantee delivery of your order within 2 days from date of receipt and is handled on an urgency basis and does not fall within our standard 7 business day turn around time. When any project deadline is prioritized, other projects are affected and may require after hour execution of your order.

2.3 Product related

2.3.1 “Production Information Form” or “PI” as referred to in the Introduction means the form you complete when you have accepted our Quotation. It contains all your details and instructions of the services that we will provide. The content completed and updated on this form relating to your Products falls under your control and includes each Product’s SKU, Product Description, whether it forms part of a set, your preferred Naming Convention for the files and the item’s value. This form is used in the processing of your order, to check the condition of your items when received, and to count stock upon arrival & delivery and return or collection of your Products. It will also contain all the details relating to the creative direction, special & specific shot requirements, limitations & restrictions and will act as the Creative Brief used during shooting.

2.3.2 “Product or Item” means the actual product that will be photographed and listed in the PI. Each Product is specified as having its own unique reference and name. Any product or item that varies in colour, grouping or positioning relates to each having its separate Product images. Details of types of photographic techniques, terminology and images are described in paragraph 4 underneath. If not sure, ask K360 to clarify.

2.3.3 “Branding” or “Brand” means refers to your unique brand persona and branded Products or Content.

2.3.4 “Branded Product Packaging” means any branded container, box, plastic covering, paper bag, seals if applicable or any other kind of wrapping your product is normally sold as or packaged to be sold as a unit to your customers.

2.3.5 “Collection & delivery” or “shipping” of products means how your Products shall be delivered to us, either by you, or by Courier or a designated person. Once the Project has been completed, collection of your Products as listed on the PI, on settlement of final costs, will be collectable by you, by Courier or a designated person.

2.3.6 “Product Shipping & Packaging” means how you package the products as listed in your Production Information Form during the shipping and transport process. Please refer to instructions as detailed underneath.

2.3.7 “Imperfections” means any dents, scratches, tool-marks, chips, damaged packaging, askew packaging, dirt marks, rust or any kind of obvious defect or imperfection that are visually noticeable on your product.

2.3.8 “Oversized Product” means any product which is bigger than 1 meter x 1 meter or with a weight ratio of more than 20kg.

2.4 Photography & Images

2.4.1 “File formats” means high quality images in specified formats, in pre-determined format & size or as required by specific social media or e-commerce platform standards, on-line or external on-line shopping forums, print-ready or for use in marketing platforms or websites. Popular image formats include PNG, JPEG, GIF, TIFF, HTML5, Animated GIF, MP4 video to name but a few.

2.4.2 “Image Gallery” (or Pass Gallery) means the cloud-based software utilised by K360 to provide you with a secure and easily accessible digital link to preview your images online prior to Digital File Sharing and downloading of images.

2.4.3 “Digital File Sharing” (or Google Drive) means the cloud-based software utilised by K360 to provide you with a secure link to access and download your new digital assets and files.

2.4.4 “High Resolution Images” mean images as rendered, processed, edited and released to youin the form of a photograph or in a specific digital format for any commercial marketing purposes directly tied to your products. Hi-res images are at least 300 pixels, or squares of colour per inch (ppi). This resolution makes it ideal to provide great print quality and it is recommended for use in design and print.

2.4.5 “Low Resolution Images” have around 72-150 pixels, or squares of color, per inch. Low-res images load faster due to it being fewer pixels. This resolution makes it ideal for use on the web & social media platforms. These images are not intended for use in printed media.2.4.6 “Product images” or “Product Shots” means a series of images taken of each singular product item, in/at various angles, distances and positions to present a collection of images for each product item.

2.4.7 “Background Removed Images” means an image-editing feature that allows a product to be isolated in the foreground by means of deep etching & cutting out of the subject from the background. The final result is a floating product image with a transparent background used in design, print and web. These images are provided to you in a PNG format.

2.4.8 “e-Commerce images” means a series of images taken of each singular product item, in/at various angles, distances and positions in order to present a collection of e-commerce optimised images for use specifically on/with e-commerce platforms. These files are created and exported with a 100% pure white background, and to the optimal and required resolution, quality & size for the relevant e-commerce platform of your choice.

2.4.9 “360° Tour” or “360° Product Video” means a photographic technique by which a series of 36-72 photos give the impression of an object rotating full circle. These photos are displayed as an interactive animation on web pages and apps, allowing a user to control the rotation of an object, or can also be displayed as an infinitely looping GIF or video.

2.4.10 “Creative Brief or Direction” means a defined guide and collection of ideas, inspiration and creative direction either provided by the you or selected in collaboration with K360. The objective of the Creative Brief is to establish and define the creative aspects, inputs, use of mediums, colours and objects or props required to create and render a specific look, brand reflection or style. This includes all your requirements, limitation, guidelines, and specific requests for all creative work to be done.

2.4.11 “Creative Shoot or Session” means either a 30 minute, 1 hour, 2 hour, half-day or full day (limited to 8 hours) creative shooting session with the objective of creating a series of images for use on the Web, on your website, social media platforms, printed media and design. The creative session image outcome is based on the creative brief, Production Information Form, and all input and communication between K360 and you. The limited time-based session includes the use of props, styled items, branded items or branded content if applicable, various creative mediums and consumables.

2.4.12 “Product Lifestyle Shoot or Product-in-motion” means a session aimed at showcasing and portraying your product within a styled scene, at a specific location, outside or indoors normally with /without models or consumers. Its main purpose is to demonstrate the main use or purpose of your elected Products and how your potential customer may use it, or to market & sell an idea to strengthen your brand identity.

2.4.13 “Studio Shoot or Session” means a theme orientated event scheduled in a studio set-up where the use of your Products forms a key part of this shoot with or without models, props or scenarios to reflect or demonstrate use of your product for marketing purposes and strengthening brand identity. We may also refer to Product-in-motion session.

2.4.14 “Flat lay” means a creative series of images or a style of photography in which several items, products, props or styles are arranged creatively on a flat surface and then photographed from directly above.

2.4.15 “Group shot” means a collective of products in one image or more than one image in one frame. It is used when there are multiple products or parts in a product set, such as a line or series of products.

2.4.16 “Creative GIF” means a series of images or soundless video which loops continuously and does not require anyone to press play. GIFs behave like videos, but it is really just a collection of animated still images lined up one after the other to create a flow and video-like feel.

2.4.17 “Inspiration Station” refers to a Customised Digital Idea Board which reflects a collection of ideas, examples, and creative inspiration to provide some ideas to guide the creative direction for your Creative Product Photography shoot. It is an easy to access digital idea board which inspires the concept, direction, and artistic view as a collaboration between K360 and you. It is just ideas and a guideline to offer a visual representation of the concept and look. Your end Product will represent your Brand and Brand Persona and will not be a direct copy of the ideas in any way. The hosted cloud-based software with intellectual property owned by Pinterest as a platform, does not require a licence but is easily accessible to all end users.

2.4.18 “Consumables” refers to all items, props or branded samples in some instances and which are necessary to create and establish a series of specifically styled images as discussed during the Creative Briefing process. These items ideally should be provided by you or may be acquired by K360 at an additional charge.

3. YOUR RESPONSIBILITY & LIABILITY

We cover all the crucial points in this section that guides and governs what shall be required from your side to avoid miscommunication and misunderstanding. It includes details of your booking, the process flow and information that you will need to know in terms of what is required from your side. It is your sole responsibility to ensure that you read and understand this section as we will both be bound by it. If unclear, please ask.

3.1 Communication, Information & Instructions

3.1.1 Production Information Form or “PI”: It is especially important that you make sure all details are correct and fully completed on the Production Information Form. This form covers your business details and guide how we name your Product Images, chosen Add-on Services and number of Products provided. It details the specific photographic imaging outcome, requirements, and special Instructions to K360. It will also be used to monitor the number of products received, record general condition of your products on receipt (including obvious imperfections) or damages during transit. The same PI is used during our execution of your order and once we have completed your order, to release your Products back to you.

3.1.2 Changes in number of Products or Add-on services must be updated on your PI should it differ from what we confirmed when Invoicing you. In the event of Additional Services being required after we have Invoiced you, a separate Quote shall be provided with an additional Invoice. To ensure you and K360 have accurate tracking of your stock or Products, the same PI will be used throughout the process.

3.1.3 Creative Direction & Briefing: If you have a specific look, objective, idea, brand constraints or specific outcomes in mind, it is extremely important that you convey this information to us. It is your sole responsibility and if not communicated clearly you indemnify us in this regard and understands that we will exercise our professional and creative discretion. The Images provided are based on information as provided to us. The Creative Brief is designed to establish and guide the creative aspects, inputs, use of mediums, colours and objects required to create and shoot a specific look or style. This will include all the requirements, guidelines, and specific requests for all creative work to be done. If you wish to provide your own document, you are welcome to do so. We provided for it our Production Information Form. If it is a separate document, please indicate on the PI.

3.1.4 Specific Requirements & Shot Guidance: When working with your products, we explore various angles and techniques to find the best possible way to showcase the unique elements of your product in a meaningful way. If you have specific angles, layouts, or ideas that you want to have included, it must be communicated to our creative team in advance. It ensures that we cover all the elements as required and offer you a targeted outcome based on your ideas and needs. If you do not provide any specific guidance or requirements, we will use our own creative discretion and judgement to produce great content for you.

3.1.4 Limitations & Restrictions: If you have any specific limitations that we need to be aware of, it is your responsibility to communicate these to us in advance. While we take every reasonable effort to ensure that we deliver images in line with your Brand Identity and Brand guidelines, unless we are aware of any restrictions or limitations, we cannot take this into consideration during the Production Process. Should it not have been communicated, it might lead to additional service charges to re-shoot. If not recorded on your PI, or in a separate document or brief, we accept no responsibility in this regard.

3.1.5 Consumables & Supporting Items for Creative Sessions: All items, props or branded content necessary to create and establish a series of specific styled images as discussed during the Creative Briefing process must reach us at the same time as the Products. If K360 will provide consumables or props or need to acquire consumables, the charges related to this expense shall be charged for, payable upfront and non-refundable.

3.1.6 File Formats & Required Resolution: While we take every reasonable effort to provide you with relevant and optimised content for your various file types and file size requirements, it is your responsibility to advise us in advance should you require specific file sizes other than the sizes and file types we provide for as a standard.

3.1.7 Image Downloads & Backup: Once we have completed your Order and you have settled the final charges your images will be released to you on the relevant digital platform for download and storage purposes. It is your sole
responsibility to ensure that you download all images provided and save and/or store it securely within a period of 30 calendar days from date of release. We only retain images for a limited period which is in our sole elective. Should you not have downloaded the full library of images provided, if we do still have it in our archive, it will be made available at an administrative additional charge. You indemnify us in this regard and shall have no claim against us should you not have downloaded it.

3.1.8 Product Seals & Packaging: Should you Products be delivered in its branded Packaging, and if it is covered in a plastic covering or seal, unless specifically instructed not to remove the cling film of seal, it will be removed in order to process your Order. Seals do not make for beautiful and detailed images and may add unsightly highlights and elements to your Product Photos. If you wish to have a sealed Product shot and an unsealed shot, be sure to advise us in advance.

3.1.9 Deadlines & Dates: The date by which your images are needed are your sole responsibility and any last minute or rush orders, unless agreed to by us in writing, shall not be carried out on this basis without an additional charge. Planning well in advance for campaigns, deadlines, and marketing, drives deadline-dates where applicable must be shared with us in advance to align our planning accordingly. Any urgency or late booking accepted shall be subject to an rush fee being payable and levied.

3.1.10 Complaints or Changes: In the event that you are not entirely satisfied with the results from the session, you must inform K360 in writing at hello@k360.co.za within 7 business days from the release date. Based on the feedback, K360 will at its sole discretion allow for 1 reshoot or change to a session, provided we still have your products with us. If the products have been shipped back or collected, the products will need to be sent back to us at your own cost for re-shoot.

3.2 Product & Shipping Related

3.2.1 Delivery & Collection of Products: Delivering and collecting of your Products are your sole responsibility, including how and in which manner it is packaged to make sure it reaches us undamaged. K360 shall not be held responsible for any damaged goods during the shipping process.

3.2.2 We provide you up-front with the relevant guidelines to assist you when packaging your Products as poorly packaged Products could result in damaged products or imperfections

3.2.3 Taking Care of your Products during Transit: Whether you make use of our Courier, or your own, it is important that you ensure that your products are well wrapped and secured during the transport-process. Please wrap your products and fragile items with Bubble-wrap, additional padding, and only use sturdy boxes to further safeguard the condition of your items.

3.2.4 Insurance for your Product during the process: It is extremely important that you make sure that your products are comprehensively insured prior to placing your order. It is your sole responsibility to take out insurance on your Products, especially high value or fragile items so that it is covered from when the shipment process starts, throughout the production process up to the collection or returning of your Products. You agree that we are not liable for any damages of any nature and that Products are delivered at your own risk. As we are human, we cannot guarantee that absolutely no damage may occur even though we take all reasonable precautions to handle your products with care once received.

3.2.5 Editing & Turn-around Time – Product Photography: We are committed to provide you with high quality images. The average turn-around time for providing product images will depend on the number of Products, specific services, and production aspects. Once the booking has been finalised, a timeline will be communicated to you with the standard minimum turn-around for product photography approximately 7 business days. Any unforeseen or unexpected delays will be communicated to you.

3.2.6 Product Packaging & Branding: You should check that all your branding on Products shipped meet your quality standards prior to dispatch. Any branded packaging that is skewed, misprinted or not 100% true to your brand colors in terms of the expected quality of what it should be, will show in your images. While editing is an option at an additional charge, not all these basic issues are possible to correct with editing.

3.2.7 Product Imperfections, Scratches & Dents: All branding should be checked by you prior to dispatch to ensure that they meet your standards. Dents, scratches, tool-marks, chips, dirt marks, rust or any kind of obvious defect or imperfection will be 100% noticeable on your product images. When selecting the item, you are sending to us, ensure that these products are the best quality version of your product. All Products are photographed as they are and that any editing required to remove such Imperfections, may be charged for additionally. We cannot guarantee that editing will rectify any imperfections. Should it be visibly noticeable on receipt, we will notify you.

3.2.8 Identifying your Products: Remember that we will most likely be seeing your products for the very first time. It is important that we are able to easily identify and distinguish each Product or item when we receive it checked against your Production Information Form. Please label each item prior to dispatching it to us. When you label your Products, it is extremely important that you do not make use of any sticker labels or anything that will need to be removed from your product or which will leave a mark or glue residue.

3.2.9 Making use of our Delivery Partner, The Courier Guy: We have a service delivery agreement with The Courier Guy (“TCG”) and if you wish to make use of this service, it must be booked and paid for in full in advance. These charges shall include both the pick-up of your Products (as detailed in your Production Information Form) and drop-off or delivery of the Products back to you.

3.2.9.1 Only packages not exceeding the size limitation of 1m x 1m x 1m with a weight limitation of 25kg shall be acceptable.

3.2.9.2 TCG and K360 shall not be liable for any loss, damages, or deterioration of any goods so it is your own responsibility to package goods correctly. Any insurance cover request from TCG shall be subject to their terms and conditions, accessible by clicking this link: www.thecourierguy.co.za. K360 shall provide you with a copy of their terms. We do not get involved in any delays or lost shipments and insurance cover remains your liability.

3.2.9.3 If you make use of TCG’s services the full charges payable shall be paid together with our Booking Fee prior to the collection of the Products.

3.2.9.4 Please check your insurance options when making use of TCG by following this link, refer Paragraph 13.1 to 13.3.3: https://www.thecourierguy.co.za/terms-conditions/

3.2. 10 Indemnity: You agree to indemnify K360 in totality regardless of who collects and/or deliver any of your Products or packages – it remains your sole responsibility to ensure that all your Products are covered under you own insurance.

3.2.11 Stock Check-In & Out: On receipt of your Products, we will check it in against the Production Information Form. Should there be any obviously damaged items or items where branded packaging is damaged, we will notify you immediately. The same applies to the number of Products received, missing items and discrepancies.

3.2.12 Delivery Arrangements: Specific arrangements must be made for delivery or pick-up of any Products – by e-mail/phone call/whatsapp or sms so that we are aware of such delivery or pick-up for security reasons. No Products shall be released for Collection once we have completed your order/ Project unless with your prior notification of the name & identity of the person who will be collecting your Products.

3.2.13 Notice in terms of Covid-19: Due to the current pandemic situation, we prefer that all products are delivered or collected via TCG or your own courier to minimize handling, exposure, risk and contact. Covid-19 protocol measure shall be applied as required by all relevant parties.

3.2.14 If you fail to collect or to provide for shipping of your Products once we have released your images and balance owing has been paid, any products left with K360 shall be destroyed or storage charges raised if not collected within 5 business days from date of notification by K360. We do not accept any responsibility or liability for any damaged or lost items after expiry of this period.

3.3. General Obligations

3.3.1 Please familiarise yourself with our terminology and T&C’s and if unclear, request more detail. By completing the PI and paying your Booking Fee, you agree, understand and accept that you are bound by our T&C’s and you are clear what is required by both parties.

3.3.2 By placing your order with us and delivering your Products to us, you guarantee that the Intellectual Property Rights and branded content belongs to you and/or your business. You guarantee that you have acquired all the necessary licences, subscription right or third-party ownership, on-seller, or franchising trademarks and/or if relevant rights to use such other unique identifiers or marks legally acquired. You agree to fully indemnify K360 against any claims saying differently once the images are published and found not to belong to you.

3.3.3 It is prohibited for you to resell or sell ownership of the images to anyone else as your own. This includes placing them in stock for profit. You may allow other third party on-sellers of your Products to use the Images to promote sale of your Products

3.3.4 It is prohibited to publish, transmit or upload or exchange any content violating South African laws. No images provided may be used in any content that is untrue, deceptive, vulgar, threatening, racist or discriminating. It may not be used in overt or covert advertising (verbally or graphically represented), transgressing any registered trademarks or unauthorised use of such trademarks or service marks. You indemnify us against any such claims of any nature.

3.3.5 You agree to indemnify K360 against any expense, loss, damage or cost (including legal costs on attorney/client scale) that we may incur or sustain in connection with any breach of these terms, infringement or purported infringement by you of our or any third party’s intellectual property rights.

3.3.6 In the event that K360 due to circumstances beyond our control, including force majeure or vis major events, not being able to complete an order in the estimated turnaround time, K360 will in its sole elective, depending on the applicable circumstances, notify you in writing of the completion date as moved forward aligned with the time delay.

3.3.7 Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for payment of costs as agreed) if the failure is due to force majeure or vis major events until it has ceased to exist limited up to a period of 3 (THREE) calendar months.

4. PAYMENTS & HANDLING OF ORDERS

4.1 We will issue you with a Quotation and once accepted you complete the Production Information Form in the required format and detail. In the event of any changes, kindly inform us so that we may issue you with an updated quote. Once we have confirmation that you are happy to proceed and have received your Production Information Form, we will issue you with our Invoice.

4.2 The Booking Fee, together with additional charges such as Consumables, collection & delivery charges, on-location or venue charges where relevant, shall be payable up-front as detailed in both the Quotation as well as the Invoice. No work shall commence until the 50% booking fee together with additional costs have been paid and received on our side.

4.3 Once the booking fee has been paid it is a non-refundable fee to retain the pricing, allocated production time and preparation of creative ideas & styling. The Booking Fee shall be discussed and specified in the Quotation, and all additional costs will be outlined in detail.

4.4 All payments may be made by way of Electronic Funds Transfer or Internal Bank Transfer into our bank account with details as provided to you on our invoice. Proof of payment must be forwarded to hello@k360.co.za. Note that it might take a day or two to clear if made from another bank. Production will not commence unless funds have cleared.

4.5 We will issue you with a secure link to view your Images on an online Gallery once your images are complete and ready. When we have your approval, the images will be loaded on our Digital Sharing Platform (Google Drive) and we will send you the Invoice for payment of the balance outstanding.

4.6 Once we have received the confirmation of payment for the balance of total costs due, you will receive a secure link via Google Drive to view, access and download your new digital assets. We will also then release and arrange for the collection or return of your products back to you.
4.7 If your services ordered includes an in-studio, lifestyle session, or Business Solution Services, in addition to product photography, we will quote and Invoice you separately as the timing of the service may differ.

4.8 If we quoted you for a total number of Products and there are additional items not listed on the Production Information Form, we will contact you and quote accordingly for the additional services or extra items. Should any items that are listed on the Production Information Form not be delivered we will also inform you and give you the chance to deliver the items within a week of date of Order. If not received prior to the execution of order, we will credit your account or in our elective, provide you with a voucher for use at a later stage.

4.9 Any on-site product photography or provision of business services will be available with the provision that if more than 50km away, you will be charged for the costs of air tickets, accommodation or travelling costs charged at AA rate.

4.9. Any on-location, Studio or Venue rental charges where relevant, it shall be payable up-front as detailed in both the Quotation as well as the Invoice. These costs are a direct expense which we book and pay for in advance and are considered essential to the service delivery
4.10 The Booking Fee together with any additional charges paid shall be non-refundable should the order be cancelled for any reason whatsoever.

4.11 Conditional change of mind: If you should change your mind to proceed with the execution of your order due to unforeseen events, the following shall apply:

4.11.1 You placed your order, paid your Booking Fee but have not yet shipped your products: K360 shall refund you 25% of your Booking Fee by means of an Electronic Funds Transfer (“EFT”) into the account used when depositing your Booking Fee. No courier or other expenses such as venue rental, consumables or other costs shall be refunded.

4.11.2 You placed your order, paid your Booking Fee but fail to deliver your Products within a period of 90 calendar days from date of order, the same will apply as detailed in 4.11.1.

4.11.3 You placed your order, paid your Booking Fee, and shipped your Products already: If we have not started with the actual shooting, your Booking Fee shall be non-refundable and provided you carry the costs of shipping your products back to you, we will hold you responsible for payment of the balance.

4.11.4 You placed your order, paid your Booking Fee, shipped your Products and we have commenced with the processing of your order – 100% non-refundable. We will still release your products and images to you as soon as you have settled the balance of total costs owed. Should you elect in writing not to proceed with the execution of order, your products shall be shipped to you at your expense or you may arrange for collection. No products shall be released unless the balance owed has been settled in full.

5. CREATIVE & LIFESTYLE SESSIONS

5.1 If a creative or lifestyle session has been booked, it will be limited to a time-based charge as contained in the quote. Each of these sessions include either a 30 minute, 1 hour, 2 hour, half day or full day session. It has been designed to offer flexibility with different creative options within your images. Although these sessions are based on a creative brief with a creative outcome idea in mind, as these sessions are time-based, we try our absolute best to provide you with as much variety of images as we are able to fit in during the session as time allows.

5.2 When a lifestyle or studio session is booked at an external venue or studio with live models, each model needs to complete an image-release form in order to provide K360 and the Client with their permission to use these images for marketing purposes.

5.3 No photographs of children will be taken or published without prior consent from their guardians or parents and an image release form duly completed.

5.4 The Inspiration Station: Prior to the session commencing, we will create an “inspiration-station”- a digital idea board for you on Pinterest. The hosted cloud-based software (Pinterest) enables an easy to access, digital idea board which inspires the concept, direction, and artistic view as a collaboration between K360 and yourself. The results will not be an exact replica and will differ as we only create authentic content. It is only a guideline and for the purpose of determining your likes and dislikes and preferred style. Your end Product will represent your Brand and Brand Persona and will not be a direct copy of the ideas in any way.

5.5 Creative Direction & Briefing: If you have a specific look and objective or idea in mind, it is extremely important and your responsibility to communicate this to us. The Creative Brief is designed to establish and define the creative aspects, inputs, use of mediums, colours and objects required to create and shoot a specific look or style. This will include all the requirements, guidelines and specific requests for all creative work to be done. If you would like to provide your own document, you are welcome to do so, we have however also provided for space in our Production Information form to complete.

5.6 Specific Requirements & Shot Guidance: When working with your products, we explore various angles and techniques in order to find the best possible way to showcase the unique elements of your product in a meaningful way. If you have specific angles, layouts or ideas that you would like to have included, this needs to be communicated to our creative team in advance. This will ensure that we cover all of the elements you require and offer your both our creative delivery in collaboration with your ideas and needs. If you do not provide any specific guidance or requirements, we will use our own creative discretion and judgement to produce great content for you.

5.7 Limitations & Restrictions: If you have any specific limitations that we need to be aware of, it is your responsibility to communicate these to us in advance. While we take every effort to ensure that we deliver images in line with your Brand Identity and Brand guidelines, if we are not aware of any restrictions or limitations we cannot take this into consideration during the Production Process. Please ensure that you list any and all restrictions and limitations or guidelines on our Production Information form so that we can ensure all content created falls within your specific requirements.

5.8 Consumables & Supporting Items for Creative Sessions: All items, props or branded content necessary to create and establish a series of specific styled images as discussed during the Creative Briefing process will be required at the same time that the products reach us. These items must be provided for from your side, or may be provided for by K360 at an additional charges

5.9 K360 retain full creative licence to utilise its expertise and skill in executing a creative outcome based on the initial brief that has been discussed & confirmed with you prior to shooting.

5.10 Editing & Turn-around Time: Please note that the standard turnaround time needed to edit, select and prepare the selection of digital images from the Creative Session will be a minimum of 7-14 business days. Should you wish to place a rush order to have the images sooner than within this agreed timeline, it shall be regarded as a Rush Order with additional Rush Order Fees applicable.

6. STUDIO & ON LOCATION OR DESTINATION SESSIONS

6.1 When a lifestyle or studio session is booked at an external venue or studio with live models, each model needs to complete an image-release form in order to provide K360 and the Client with their permission to use these images for marketing purposes.

6.2 No photographs of children will be taken or published without prior consent from their guardians or parents and an image release form duly completed.

6.3 All costs associated with booking of a venue or studio will be payable in full up-front as this is direct expense and crucial to secure the date & time booked.

6.4 Should the images be required at a venue or on-site that is further than 50 kilometres, the relevant travelling charges or transport costs of equipment. lodging and venue fees shall be charged and payable when the booking is made.

6.5 If a session is cancelled 10 days prior to the shoot date, the Studio or Venue Booking fee shall be non-refundable as it would have been paid over by us in advance to secure the date. Please note that any third party venue or studio booking will be subject to the Venue or Studio’s terms and conditions and is not determined by K360

6.6 If a studio session is cancelled or rescheduled for any reason in less than 5 business days prior to the booking date, all studio or venue rental together with our Booking fee will be non-refundable. The session may be rescheduled, subject to a new payment for venue rental together with a rescheduling fee as quoted.

6.7 Please note that a Studio or Venue booking is strictly limited to the number of hours booked, including models getting ready, delivery of products and setup time in total. After the hour is over, all persons will be required to leave the premises and no additional ‘over-time’ can be guaranteed as most Venue and Studios have multiple bookings for different timeslots on any one day.

6.8 In the event that you are more than 30 minutes late for any session, the session shall need to be rescheduled at your cost, and will result in additional venue rental fees where applicable.

6.9 In the event of additional studio time required to complete the session, these additional hours will be billed for as per the Studio or Venue rental fees. Any additional time, hours or work required by K360 will be quoted and agreed upon prior to the extended time being allocated or used and invoiced accordingly.

6.10 Any damages to a venue or Studio due to any negligence on the Client’s part, will be subject to the Studio or Venue Terms & Conditions of rental.

6.11 In the event of a destination shoots the costs related to flights, accommodation, car rental and meals are for the account of the Client(s). K360 will not be responsible or liable for any costs incurred to enable them to be in attendance for the session unless otherwise communicated. These costs shall be deemed as part of the Additional Costs.

6.12 K360 may elect to work with an assistant and any related costs in terms of the geographical distance and provision of accommodation or flights shall also be for the account of the Client although K360 will endeavour to secure local assistance should it be at a very distant location.

6.13 Should any prohibitions apply the Client shall share such restrictions with K360 in advance in order to plan around the constraints.

6.14 Travelling & Expenses: Travel charges of R3,50 per kilometer if further than 50km away from Pretoria and will be charged plus tollgates, if applicable. These travelling charges are excluded from the quote and are for your account.

7. TAKING CARE OF BUSINESS SERVICES

7.1 This is an add-on service and shall be provided on a Quote basis once your requirements have been established. It is either an hourly based charge or based on a fixed project rate, depending on the amount of work, additional requirements and research required.

7.2 The Booking Fee, together with additional charges such as Consumables, shall be payable up-front as detailed in both the Quotation as well as the Invoice. No work shall commence until the 50% booking fee has been paid in full.

7.3 When providing business services, the same information relating to your details, business address shall be used for purposes of this Agreement.

7.4 We will treat all information received as confidential in terms of intellectual property and shall at all times protect your information as provided as confidential and not disclose it to any third party unless specifically requested to do so in writing.

8. EXECUTION OF ORDER, DELIVERY OF IMAGES & COPYRIGHT

8.1 K360 undertakes to deliver high quality work that you have come to expect from us, done with style, consideration and a specific goal in mind. We promise to work with you and find amazing ideas in a collaborative manner.

8.2 Editing & Turn-around Time – Product Photography: We are committed to provide you with high quality images and the turn-around time for providing product images will depend on the number of Products, specific services and production aspects. Once the booking has been finalized, a timeline will be communicated to you within the following timeframe as a standard unless specifically otherwise indicated in our quotation

8.2.1 for product & e-commerce photography – approximately 7 business days.

8.2.2 for creative sessions & group shots – approximately 7-14 business days.

8.2.3 for in Studio & Lifestyle Session- approximately 14 business days.

8.3 Link for Gallery Preview: K360 will provide you with a secure link to access and view your new digital assets.

8.4 Link for Digital File Sharing & Download: K360 will provide you with a secure link to access and download your new digital assets and files one we have received payment in full. Please note that you need to access the link and download all the files to your Hard drive within 30 days. We archive images after a period of 3 months, after which the images will no longer be available online.

8.5 The Production Information Form guides how we name your Products as well as the final outcome, requirements and special Instructions to K360. We take every care to capture, create and understand as much as possible prior to the shoot and will always do our best to create amazing content.

8.6 We are the creator responsible for all artistic input in respect of all images which includes styling, lighting, sets, layout and composition of all images, regardless of the electronic format which it is produced as, remains the owner of the images with unlimited usage rights granted to you.

8.7 Product quality and the resulting images is highly dependable on quality of product submitted. If any item has flaws, not labelled or mis-labelled, wrinkles in the labels, nicks in the package or products, scuffs, scratches, manufacturing defects, it will be photographed as such. If a Product arrives unacceptably damaged, you will be contacted for a replacement product to be delivered.

8.8 We may at our discretion retouch certain minor flaws inherent in a Product, but we are not obliged to. Additional editing fees may be charged however this will be discussed and approved prior to commencement.

8.9 Usage and/or download any images constitutes approval of the images once it has been released to you and/or downloaded.

8.10 As these images are taken and provided to you, your images are released to you with full copyright to use for your business purposes to market your products as you see fit with the exclusion that no images shall be on-sold for commercial value as free images or for the image’s commercial value without the prior written consent obtained from K360.

8.11 K360 retains the right to use, publish or display images in its on-line portfolio and/or associated web or social media presence and other promotional items for marketing purposes. You or your business will be fully credited as far as possible except where it forms part of a gallery of images. Should there be any constraints in this regard, we will only use such images to which you have consented to when using it for our marketing purposes. You agree to reasonably consent to give us such rights to use even if limited to a certain number of images. If such images forms part of a campaign, we will not use it unless it has been cleared with you prior to your campaign having launched already.

8.12 No RAW files will be released to you under any circumstances. We take great pride and joy in creating amazing images for our clients and as such will always only present you with the final product.

9. ELECTRONIC COMMUNICATION & CHOSEN ADDRESS FOR RECEIPT OF COMMUNICATION (DIGITALLY AND PHYSICALLY)

9.1 All communication received by us electronically or in any form of digital content, including data, questions, answers, comments, suggestions, recommendations, are acknowledged by both Parties to form part of this Agreement as forming part of the BS. It shall only be deemed to have been received by K360 if responded to in a manner other than by way of an automated response.

9.2 We do make use of virus filtering and taking all means possible to ensure safe digital transmissions but cannot guarantee it. You should make use of your own virus scanning tools.

9.3 For purposes of disclosure required by the ECTA access to services, content and downloads available that may be deemed to be online products K360’s full name, status and address is as detailed under definitions. The full details of your business or company shall be deemed the details and information as provided by you in the Production Information Form for purposes of this clause and it being your elected address for service and delivery of all legal notices, communication or as required by law.

9.4 This Agreement is governed by South African Law. All personal details and/or date collected for purposes of this Agreement will be processed and used in accordance with our Privacy Policy as published on our website.

10. INDEMNITY & LIMITATION OF LIABILITY

10.1 The due performance of this Agreement is subject to alteration and/or cancellation by either party owing to any cause beyond their reasonable control and they will not be liable in respect of any loss and/or damage of whatsoever nature caused by, or arising from, under any of the following circumstances:

10.1.1 Force Majeure (Acts of God) such a riots, Venue being damaged beyond repair due to storms or other forces of nature

10.1.2 Any act or circumstance resulting in the loss, damage, destruction, theft and such other related events of photographic material (including camera equipment);

10.1.3 Malfunctioning of camera equipment, including but not limited to memory card, flash equipment and other related equipment, where reasonable precautions have been taken.

10.1.4 Loss or damage resulting from or related to the use of any equipment at a venue, or on location including but not limited to studio gear, cameras, lenses or lighting equipment or technical failure thereof; where reasonable precautions have been taken.

10.1.5 Loss of memory card and/or digital information where reasonable precautions have been taken to safeguard such information.

10. 2 You agree and indemnify and hold K360 harmless against any and all liability, claims and expenses, including attorney’s fees, arising from your use of the K360’s images. You further assume full liability and also indemnify K360 for all loss, damage or misuse of any images or other material as supplied by K360 and used or published by you.

10.3 In the event that for any reason whatsoever a third party have a claim in terms of intellectual property or ownership of the Products, after the release of the Images, you accept that the released Image Gallery have been shared already and accept that all such electronic social media files and other related Product Images cannot be deleted from the Internet in totality. You indemnify us against all or any such claims. K360 will assist where possible subject to it being an unlawful claim instituted by a third party provided you carry any associated costs that K360 might need to incur.

10.4 In the unlikely event of total photographic equipment failure, or the cancellation of this Agreement by either party or in any other circumstance, including but not limited to loss of digital images, files being lost, damaged, stolen or destroyed, the liability of one party to the other shall be limited to the total value of this Agreement, but shall not include a refund for any goods already received or services rendered. Neither party shall be liable for indirect or consequential loss.

10.5 If K360 is unable to execute an order due to any unforeseen medical emergency or death or the assigned professional photographer , K360 reserves the right to appoint/recommend another photographer with equal experience & quality work to attend to your imaging. K360 however reserve the right or elective if it happens, to cancel the order and refund you up to the amount already paid to K360. If relevant, K360 will ship or arrange for shipment of your products as it may prove difficult or impossible to find a skilled replacement photographer at short notice or at the same price.

10.6 To the maximum extent provided for in law, we do not make any representations other than those expressly set out in this terms and conditions. We expressly exclude liability for any loss, damage, or expense you may incur or suffer because of any act or omission of any third party. Any third party means without limitation other users, third party service providers involved, controllers of third-party websites or software applications used during execution of orders.

10.7 If for any reason to the maximum extent permitted by law, we are directly or indirectly liable to you in respect of services provided to you, our maximum aggregate liability in respect of all claims made by you, will be limited to the amount charged by us for the services rendered and shall not exceed this amount under any circumstances. You accept and agree that you are solely responsible to maintain and have in place your own insurance cover in respect of all your products, including cover for loss, theft, or damages.
10.8 Should any product at any given time be identified as fraudulently obtained, stolen or third-party intellectual ownership conditions breached or infringed upon, we reserve the right not to carry out such order but to cancel forthwith.

11. DISPLAY & USE OF IMAGES BY K360

You agree and grant consent to K360 to display all & any images covered by this Agreement and for us to use in general to promote our business by means of advertising, publicity material, social media, or any other electronic media. We will credit you when making use of your images as far as it is possible. If you have specific rules in this regard, unless we were made aware of it when you place your order, we shall be entitled to use it.

It is your responsibility to instruct us if you want us to exclude specific images at your elective, but such elective must be exercised within reason and terms disclosed when placing your order.

K360 agrees not to share any Project details prior to you having released the images on your platform, website or social media. You agree to credit K360 as far as reasonably possible when using the images for marketing purposes.

Please take the time to read our Privacy Policy as published on our website and amended from time to time. It contains important information related to collection, use, disclosure and storage of all data and personal information.

12. DISPUTE RESOLUTION & BREACH

12.1 It is import for K360 to address any issues or problems as and when it happens to prevent miscommunication or misunderstandings between parties. You are welcome to contact us or to notify us by e-mail at hello@k360.co.za to enable us to improve our service and to speedily resolve any problems you may have.

12.2 Should a dispute arise, the unhappy party must give the other notice setting out what the party considers is in dispute (“the dispute notice”) and for it to be valid must also contain what that party requires or expect from the other to resolve the dispute amicably. The party receiving the dispute notice, must reply within 5 business days from date of receipt.

12.3 Should the dispute not be resolved within 5 days from date of receipt of dispute notice, normal due legal process shall apply with all such rights as available to both parties in accordance with the laws of South Africa.

12.4 Both parties’ consent to the jurisdiction of Tshwane Gauteng for any legal claims that may arise should a dispute be incapable of being settled.

12.5 Should you fail to settle the remaining balance of total cost, you understand and agree that you will be held liable for payment of the amount in question. A certificate of balance issued and signed by a director of K360 shall be prima facie proof of what remains due and shall be accepted as true and correct.You agree and acknowledge that:

– in the event of breaching any conditions contained in this document, or should you or in the case of a company any or all the directors pass away or

– your estate be placed under any order of provisional or final sequestration, provisional or final winding up, or

– provisional or final judicial management or placed under business rescue, or

– any similar provision affecting your legal standing,

then K360 shall, without prejudice to any other remedies it may have in law, be entitled to summarily cancel this order with you without prejudice to K360’s right to claim damages and to retain the non-refundable booking fee.

12.5 Furthermore, in the event of any breach of this Agreement related to non-payment of the final balance or any other costs, you consents to the payment of all legal costs on an attorney/client basis, including the payment of collection commission and tracing agent’s fees.

12.6 Should you move or change your address and/or contact details and e-mail address, K360 must be notified immediately by e-mail to hello@k360.co.za. K360 shall advise you accordingly should any of our details change.

12.7 The addresses as chosen above in 2.1.1 and 2.1.2 are the chosen domicilium citandi et executandi address for all purposes contained in this agreement.

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