Both parties accept and acknowledge that there is not an exclusivity agreement to the other party.


  • The fees payable to Learn By Design, in consideration for the rendering of the services, shall be set out in this agreement.
  • Fees are calculated on the basis of the time spent on your project(s) and on the levels of skill and responsibility involved.
  • The following payment breakdown will apply:
    • 40% deposit is payable on acceptance of the proposal.
    • The remaining amount is to be paid in increments (to be set out on a case by case basis) until the finality of the project.
  • Final sign-off will happen 14 days after delivery of the final module. If sign-off is withheld for reasons other than agreed, or for reasons not resulting in a project change request, Learn By Design reserves the right for full payment.
  • Payment of fees shall be effected via electronic funds transfer directly in the above stipulated bank account.


Nothing in this agreement shall exclude or limit either party’s liability in relation to:

  • Death or personal injury caused by negligence or wilful or reckless misconduct of that party.
  • Any fraud or fraudulent misrepresentation of that party or any other criminal act which leads to such party suffering a loss.


The client shall fully indemnify and hold Learn By Design and its affiliates harmless from, and against any and all losses and claims, of whatsoever nature, which Learn By Design and/or any of its affiliates may suffer, incur or sustain arising out of or in connection with the rendering of services to the client and/or its affiliates.


  • Each party shall keep the other party’s confidential information confidential.
  • Each party shall use the other party’s confidential information solely in accordance with the performance of its obligations under this agreement.
  • Each party acknowledges and agrees that it shall not disclose confidential information provided to it by the other party to any person other than its employees, directors or advisors who need to know the confidential information for the purposes of this agreement (“Permitted Recipient”). Each party shall procure that each Permitted Recipient is made aware of, and complies with its obligations of confidentiality under this agreement.
  • This clause (Confidentiality) does not apply to confidential information which:
    • Is in, or comes into, the public domain other than by breach of this agreement or of any obligation of confidence owed under this agreement.
    • The receiving party can prove it knew of prior to its disclosure by the disclosing party.
    • Was subsequently disclosed to the receiving party lawfully by a third party who did not acquire the information under an obligation of confidentiality.
    • Notwithstanding the foregoing, each party shall be entitled to make any disclosure required by any applicable laws or by any order of a court or tribunal of competent jurisdiction.


The parties shall at all times during the continuance of this agreement observe the principles of good faith towards one another in the performance of their obligations in terms of this agreement.


Either party shall not do anything, or engage in any activity, which is likely to adversely affect, or damage, the other party’s good name and/or reputation and shall procure that its directors and employees involved in the implementation of this agreement, do not do any such thing or engage in any such activities.


In the event that delivery and final sign-off is jeopardised or hampered specifically by action or inaction of the client or of the client’s responsibilities towards the delivery of this proposal, the client shall submit to invoice of the balance of the monies owed after a period of one calendar month.

Furthermore, in this event, Learn By Design shall be absolved of all its duties and responsibilities pertaining to this proposal unless the client honours their duties and responsibilities within the above period.


  • All corporate branding supplied should preferably be in a high-resolution vector format.
  • Please note that once a signed brief has entered into the production phase, any changes that are requested will require an additional allocation of budget and may have to be facilitated through an “Extension of Scope” document.
  • Should the client place the project on hold, and then request for the project to be resumed at a later stage, Learn By Design reserves the right to review timelines and costs.
  • This quote will be valid for 30 days from the date of submission.
  • When conducting or developing a proof of concept, the source files will remain property of Learn By Design.

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