1. Parties
This Design Transfer Agreement (“Agreement”) is entered into between Rocket Industries (Pty) Ltd, operating as www.printex.co.za (“Printex” or “Designer”), and the client purchasing design services from Printex (“Client”).
This Agreement is effective as of the date of final payment or written acceptance by the Client (“Effective Date”) and is binding solely between Printex and the Client.
No third-party marketplace, platform, or service provider is a party to this Agreement.
2. Scope of Application and Definitions
The Client has commissioned Printex to create one or more graphic design works, which may include but are not limited to logos, branding elements, layouts, or artwork (“Design”).
Upon completion and final approval, the approved Design shall be transferred to the Client in accordance with the terms set out in this Agreement (“Transferred Design”).
3. Order of Precedence
If there is any conflict or inconsistency between this Agreement and any other agreement, quotation, invoice, or terms issued by Printex, the following order of precedence shall apply:
a) This Design Transfer Agreement
b) Any written agreement specifically signed by both Printex and the Client
c) Any quotation or invoice issued by Printex
d) Any other Printex terms and conditions
4. Effective Date
For purposes of this Agreement, the “Effective Date” is the later of:
a) The date on which Printex receives full payment from the Client; or
b) The date on which the Client provides written or electronic acceptance of this Agreement.
5. Terms
5.1 Assignment of Intellectual Property Rights
Effective as of the Effective Date, and subject to Section 5.2 below, Printex hereby assigns to the Client all right, title, and interest in and to the Transferred Design, including all intellectual property rights owned by Printex in the Transferred Design, on a worldwide and perpetual basis.
This assignment applies only to the final, approved design delivered to the Client and does not include preliminary concepts, drafts, or unused design elements.
5.2 Third-Party Intellectual Property
Printex warrants that if any Transferred Design incorporates intellectual property owned by a third party (including but not limited to stock imagery, fonts, icons, or illustrations), such use will be disclosed to the Client.
If a Transferred Design incorporates third-party intellectual property:
- Printex warrants that it has obtained the appropriate licence to use such third-party content;
- Where the licence is transferable, Printex assigns the benefit of that licence to the Client;
- Where the licence is not transferable, Printex will inform the Client and provide details of the licence terms and any applicable restrictions.
Unless expressly stated otherwise, third-party licences are subject to the terms and conditions imposed by the original rights holder.
5.3 Use of Generative Artificial Intelligence (AI)
If any portion of the Transferred Design incorporates elements created using generative artificial intelligence (“AI”) tools or services, Printex warrants that:
a) Such use complies with applicable laws and industry standards;
b) The Client has been informed of the inclusion of AI-generated elements; and
c) Printex has obtained all necessary rights or permissions required to assign the Transferred Design to the Client.
The Client acknowledges that, depending on applicable law, intellectual property rights in AI-generated elements may be limited or excluded.
5.4 Indemnity
Printex shall indemnify and hold harmless the Client against any direct losses, damages, or costs arising from a proven breach of Sections 5.1, 5.2, or 5.3 of this Agreement, provided that such claim results directly from Printex’s actions and not from modifications or misuse of the Design by the Client or third parties.
5.5 Limitation of Liability
Printex shall not be liable for:
- Any modifications made to the Transferred Design by the Client or third parties;
- Any use of the Design outside its intended purpose;
- Any claims arising from materials or content supplied by the Client.
6. Miscellaneous
This Agreement constitutes the entire agreement between Printex and the Client regarding the transfer of design rights and supersedes all prior discussions, agreements, or understandings, whether written or oral.
Any notice under this Agreement must be made in writing and delivered via email or reputable courier to the contact details provided by the parties.
If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict of law principles.