Terms & Conditions

1.1In these Terms, unless the context requires otherwise: "Atom", "we", "us" or "the Company" means Atom Signs & Print, registration number 2008/127463/23, VAT registration number 4120248663, a company duly incorporated in terms of the laws of the Republic of South Africa, including its directors, members, employees, agents and duly appointed subcontractors.

1.2"Client", "you" or "your" means any person, firm, close corporation, company, trust, partnership, organ of state or other legal entity that requests a Quotation from Atom, places an Order with Atom, accepts a Quotation, pays a deposit, signs an Order Confirmation, or otherwise instructs Atom to perform Work, and includes that party's employees, agents and representatives.

1.3"Goods" means any printed matter, signage, signboards, panels, boards, lightboxes, fabricated letters, banners, vinyl, decals, wraps, display units, hardware, fixings and any other physical item manufactured, printed, supplied, procured or installed by Atom.

1.4"Services" means any design, artwork, layout, origination, print, manufacture, finishing, application, fitment, installation, repair, maintenance, removal, site survey, project management or related service rendered by Atom.

1.5"Work" means the Goods and/or Services described in a Quotation, Order Confirmation, invoice, artwork approval or written instruction, collectively.

1.6"Quotation" means a written quotation, estimate or proposal issued by Atom setting out the scope and price of proposed Work.

1.7"Order" means the Client's instruction to Atom to proceed with the Work, whether given by signed acceptance of a Quotation, purchase order, email, written confirmation, WhatsApp or other electronic message, payment of a deposit, or approval of artwork.

1.8"Order Confirmation" means Atom's written acceptance of an Order, which may take the form of a pro forma invoice, job card, deposit invoice or written confirmation.

1.9"Artwork" means any design, concept, layout, visual, illustration, rendering, mock-up, cutting file, print-ready file, template or other creative material prepared by or on behalf of Atom, or supplied by the Client.

1.10"CPA" means the Consumer Protection Act 68 of 2008, as amended, and its regulations.

1.11"POPIA" means the Protection of Personal Information Act 4 of 2013, as amended.

1.12"Prime Rate" means the publicly quoted prime overdraft lending rate of Atom's principal bankers from time to time, as certified by any manager of that bank whose appointment, authority and designation need not be proved.

1.13"Terms" means these standard terms and conditions of sale, as amended by Atom from time to time.

1.14"Site" means the premises, structure, vehicle, building or location at which Goods are to be installed, applied, fitted, repaired or removed.

1.15"Business Day" means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.

1.16"Writing" and "written" include email, WhatsApp, SMS and other data messages as contemplated in the Electronic Communications and Transactions Act 25 of 2002, and such communications shall constitute writing and, where signed by name, shall constitute signature.

1.17Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa; words importing one gender include the other genders; and words importing natural persons include juristic persons and vice versa.

1.18The rule of construction that an agreement shall be interpreted against the party responsible for its drafting shall not apply to these Terms.

1.19Where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day that is not a Business Day, in which case the last day shall be the next Business Day.

2.1These Terms apply to and govern every Quotation, Order, Order Confirmation, sale, supply, installation and other transaction between Atom and the Client, and constitute the entire agreement between the parties in respect of the Work.

2.2By placing an Order, paying a deposit, approving Artwork, signing a Quotation or job card, taking delivery of Goods, or permitting Atom to commence any Work, the Client is deemed to have read, understood and accepted these Terms in full, whether or not the Client has signed a copy of them.

2.3These Terms prevail over any terms, conditions, purchase order conditions, standard trading conditions or vendor agreements put forward by the Client, whether in a purchase order, correspondence, portal, tender document or elsewhere. Any such conflicting terms are expressly rejected and shall have no force or effect unless specifically accepted by Atom in a separate written agreement signed by a director of Atom.

2.4No representation, warranty, undertaking, promise or statement, whether oral or written, made by any employee, agent or representative of Atom shall be binding on Atom unless reduced to writing and signed by a duly authorised representative of Atom.

2.5Atom may amend these Terms at any time. The version of the Terms in force at the date of the applicable Quotation or Order Confirmation shall apply to that Work. The current version is available on request and, where published, on Atom's website.

2.6If Atom performs Work for the Client on an ongoing or repeat basis, these Terms apply to every such transaction whether or not they are re-issued each time.

3.1All Quotations are valid for thirty (30) days from date of issue unless a different validity period is stated on the Quotation, and may be withdrawn, amended or corrected by Atom at any time before acceptance.

3.2A Quotation is an invitation to do business and does not constitute a binding offer. No contract comes into existence until Atom issues an Order Confirmation and, where applicable, receives the required deposit or payment in cleared funds.

3.3Quotations are based on the information, dimensions, specifications, quantities, drawings and Artwork supplied by the Client at the time of quoting. Atom is entitled to revise the price where that information is incomplete, inaccurate, changes, or where actual site conditions differ from those assumed.

3.4Unless expressly stated otherwise, Quotations exclude: value-added tax; delivery, courier and freight charges; travel, accommodation and subsistence outside Atom's normal operating area; municipal, landlord, body corporate or other approvals and the fees payable for them; scaffolding, cherry-pickers, cranes, hoists, traffic accommodation and other access equipment; electrical connection, certification and compliance work; structural engineering certification; after-hours, weekend and public holiday labour premiums; removal and disposal of existing signage; and making good of any surface, finish, paint, plaster or structure.

3.5Where a Quotation is given for a total or lump-sum amount, it is conditional upon the Client accepting the entire scope quoted. Atom is not obliged to supply any part of the quoted scope in isolation at the pro rata price.

3.6Prices are based on the cost of materials, consumables, imported components, labour, transport and exchange rates prevailing at the date of the Quotation. Atom reserves the right to adjust the price, on written notice to the Client, to reflect any increase in these costs occurring between the date of the Quotation and the date of delivery or installation, including any increase caused by exchange rate movement, supplier price increases, statutory levies, fuel price increases or changes in tax. Where such an increase exceeds 10% of the quoted price, the Client may cancel the unperformed portion of the Order by written notice within five (5) Business Days of being notified, subject to clause 19.

3.7Obvious errors, omissions or miscalculations in a Quotation, invoice or statement (including pricing errors, transposed figures and incorrect quantities) may be corrected by Atom at any time without liability, and the corrected amount shall be payable.

3.8Quantities quoted are for the exact quantity stated. Where the Client requires a variation in quantity, the unit price is subject to requoting.

3.9Verbal quotations are indicative only and are not binding on Atom.

4.1The Client is solely responsible for ensuring that the Order accurately reflects its requirements, including specifications, sizes, quantities, materials, finishes, colours, spelling, wording, contact details, telephone numbers, addresses and mounting positions.

4.2Atom is entitled to rely on the apparent authority of any person who places an Order, approves Artwork, signs a job card or delivery note, or accepts delivery on behalf of the Client. The Client warrants that any such person is duly authorised, and the Client shall be bound by their acts.

4.3Atom may in its sole discretion decline any Order, or suspend or terminate work on any Order, without giving reasons, in which event Atom's sole obligation is to refund any deposit received in respect of Work not yet commenced, less any costs already incurred.

4.4No Order may be varied, reduced, suspended or cancelled by the Client except in accordance with clauses 18 and 19.

5.1Unless Atom has approved a credit facility in terms of clause 6, the following payment terms apply:

5.1.1Orders with a total value of less than R10 000.00 (ten thousand Rand) including VAT: 100% of the total value is payable in advance, in cleared funds, before Atom commences any production, procurement or Work.

5.1.2Orders with a total value of R10 000.00 (ten thousand Rand) or more including VAT: at Atom's election, either 100% in advance, or a deposit of 70% (seventy percent) before commencement, with the balance of 30% payable in cleared funds before installation, delivery or collection, whichever occurs first.

5.2Atom is under no obligation to install, deliver or release any Goods until the full contract price, together with any approved variations and additional charges, has been received in cleared funds. Where Goods are released or installed before full payment, that shall not constitute a waiver of this clause or a granting of credit.

5.3All amounts are payable in South African Rand by electronic funds transfer into the bank account nominated by Atom on its invoice, free of any deduction, set-off, counterclaim, withholding or bank charge. Payment is deemed received only when the funds reflect as cleared in Atom's account. The Client shall not be entitled to withhold or defer payment of any amount by reason of any alleged defect, shortfall, dispute, counterclaim or delay.

5.4The Client must verify Atom's banking details telephonically with Atom's accounts department using a known contact number before making any payment. Atom shall not be liable for any loss suffered by the Client as a result of the Client paying into an incorrect account, including as a result of business email compromise, interception, fraud, phishing or altered payment instructions, and any such payment shall not discharge the Client's obligation to pay Atom.

5.5The Client must supply proof of payment together with a clear payment reference. Where payment cannot be reconciled to an invoice, Atom may treat the Order as unpaid.

5.6Atom may allocate any payment received to any amount owing by the Client in Atom's sole discretion, irrespective of any allocation purported by the Client.

5.7Where an Order is delivered, installed or invoiced in stages, phases or partial deliveries, Atom may invoice each stage separately and each such invoice is payable on its own terms as if it were a separate contract.

5.8A certificate signed by any director, manager or accountant of Atom (whose appointment, authority and designation need not be proved) as to the amount owing by the Client, the rate of interest and the fact that such amount is due and payable shall constitute prima facie proof of the contents thereof for all purposes, including for the purpose of obtaining provisional sentence, summary judgment or default judgment.

5.9Deposits are applied to materials, origination and production costs and are, save where these Terms expressly state otherwise, non-refundable once production, procurement or design has commenced.

6.1Credit facilities are granted entirely at Atom's sole and absolute discretion, only to approved business customers, and only after the Client has completed and submitted Atom's credit application form together with all supporting documentation required by Atom. No credit is granted unless confirmed by Atom in writing.

6.2Where credit has been approved, payment is due within thirty (30) days from date of invoice, or on such other terms as Atom confirms in writing. Approval of a credit facility for one Order does not create any entitlement to credit for any future Order.

6.3Atom may at any time and without prior notice or reasons reduce, suspend or withdraw any credit facility, place any account on hold, require security, require payment in advance, or require the personal suretyship of the Client's directors, members, trustees or owners.

6.4The Client must notify Atom in writing within seven (7) days of any change in its name, registration details, VAT status, shareholding, membership, directorship, control, business address, trading style or financial position, and of the commencement of any business rescue, liquidation, sequestration, compromise or similar proceedings.

6.5Any person who signs any Order, credit application or acceptance of these Terms on behalf of a juristic Client may, if so required by Atom in writing, be required to bind themselves as surety and co-principal debtor in solidum with the Client for the due and punctual payment of all amounts owing by the Client to Atom, and to renounce the benefits of excussion, division, no value received, errors in calculation and cession of action, the meaning and effect of which they acknowledge to understand.

6.6Where these Terms result in the levying of interest or fees on overdue amounts, the parties record that any resulting incidental credit agreement shall be governed by the National Credit Act 34 of 2005 only to the extent that Act applies, and nothing in these Terms is intended to circumvent that Act.

7.1Any amount not paid on due date shall bear interest at the Prime Rate plus 2% (two percent) per annum, calculated daily and compounded monthly in arrears from the due date to the date of actual payment in full, both dates inclusive, without prejudice to any other right or remedy available to Atom.

7.2If the Client fails to pay any amount on due date, Atom may, without prejudice to any other right and without notice: suspend or cease all further Work for the Client (including on unrelated Orders); withhold delivery, installation or release of any Goods; withhold Artwork and files; declare all amounts owing by the Client on any account immediately due and payable notwithstanding any agreed credit terms; repossess and remove any Goods in which ownership has not passed in terms of clause 20; place the account with attorneys or a debt collection agency; list the Client's default with any credit bureau; and/or cancel the agreement and claim damages.

7.3The Client shall be liable for all costs of recovery of any overdue amount, including collection commission, tracing fees, attorney-and-own-client legal costs, counsel's fees, sheriff's fees and disbursements, whether or not legal proceedings are instituted.

7.4The Client shall not be entitled to set off any amount owing to it by Atom against any amount owing by it to Atom.

7.5Where Atom exercises its right to suspend Work for non-payment, any agreed delivery or installation dates shall be extended accordingly, and Atom shall not be liable for any resulting delay, standby cost or consequence.

8.1The Client is responsible for supplying print-ready Artwork in the format specified by Atom. Where the Client requires Atom to create, redraw, amend, re-typeset or convert Artwork, this shall be charged separately at Atom's prevailing design rates unless expressly included in the Quotation.

8.2Atom shall submit a digital proof, layout or visual for the Client's approval. It is the Client's sole responsibility to check the proof carefully and in full, including but not limited to all spelling, grammar, punctuation, wording, names, telephone numbers, email addresses, web addresses, prices, dimensions, sizes, positioning, orientation, quantities, materials and colour references.

8.3Once the Client has approved a proof in writing (including by email or electronic message), that approval is final and binding, and the Client shall have no claim against Atom in respect of any error, omission, misspelling, incorrect dimension or incorrect information contained in the approved proof, whether or not that error originated with Atom. Any reprint, remake or correction required after approval shall be for the Client's account at full price.

8.4Where the Client instructs Atom to proceed without a proof, or waives proofing, or fails to respond to a proof within the time requested, the Client accepts all risk in respect of the resulting Work.

8.5Production timelines commence only from the date of written Artwork approval and receipt of the required payment in conjunction. Any delay by the Client in approving Artwork extends all delivery and installation dates accordingly.

8.6Atom may charge for additional design rounds, revisions or alterations requested after the number of rounds included in the Quotation, and for any changes requested after Artwork approval.

8.7A hard-copy or on-material proof will only be produced where specifically requested by the Client in writing and paid for, and will extend the production timeline.

9.1Colours displayed on a computer screen, mobile device, digital proof, office printer or in any digital file are not an accurate representation of the final printed or manufactured colour, and Atom gives no warranty that the finished Work will match any such reference.

9.2Atom does not guarantee an exact colour match to any Pantone, RAL, brand, sample, previous production run, paint code or third-party reference. Variation in colour occurs naturally between print runs, ink batches, material batches, substrates, laminates, printing technologies and finishing processes, and is inherent to the large-format printing and signage industry.

9.3Where colour accuracy is material to the Client, the Client may request, in writing and in advance, to attend at Atom's premises to view and match colour on Atom's own production equipment. Where the Client does so, Atom will produce and provide a physical reference sample selected and approved by the Client, and that approved physical sample shall be the sole and exclusive standard against which the finished Work is measured. Such colour matching may be charged for and will extend production timelines.

9.4In the absence of a physical reference sample approved in terms of clause 9.3, the Client shall have no claim of any nature arising from colour variation, and no reprint, credit, refund or remake shall be due.

9.5The Client accepts the following as standard commercial tolerances which do not constitute defects: dimensional variance of up to 5% or 5mm (whichever is the greater) on any finished item; variance in cut, weld, seam, hem and eyelet position; minor variance in material thickness, gauge, texture and gloss level; visible seams or joins on items exceeding standard material widths; minor banding, grain or texture visible on close inspection; and minor variance in the position of graphics relative to a substrate edge.

9.6Where Atom sources materials, hardware or components from third-party suppliers, the Client's rights in respect of those materials are limited to the warranty, if any, given by that supplier, and Atom will use reasonable endeavours to pass such warranty through to the Client. Atom gives no independent warranty in respect of third-party materials, including in respect of their durability, colour-fastness, fade resistance, adhesion, UV performance or lifespan.

9.7Atom may substitute materials of equivalent or superior specification where the specified material is unavailable, discontinued, on extended lead time or subject to a material price increase, on notice to the Client.

9.8Printed, vinyl, digitally printed and laminated products are consumable products with a finite lifespan which is affected by sun exposure, orientation, weather, salt air, pollution, temperature, cleaning method and handling. No warranty is given as to the lifespan of any printed or applied product.

10.1The Client warrants that it owns, or is fully licensed to use and reproduce, all logos, trade marks, images, photographs, fonts, illustrations, text and other content supplied to Atom, and that the use and reproduction of that content by Atom will not infringe the rights of any third party or contravene any law, regulation, advertising standard or municipal by-law.

10.2The Client indemnifies Atom and holds Atom harmless against any and all claims, demands, damages, penalties, fines, costs (including attorney-and-own-client costs) and expenses of whatsoever nature arising from or connected to Atom's reproduction, printing, manufacture, installation or display of content supplied or approved by the Client, including claims for infringement of copyright, trade mark, design, patent, personality or privacy rights, defamation, unlawful competition, passing off, or contravention of any statute or by-law.

10.3Atom is not obliged to verify the ownership, licensing, legality or accuracy of any content supplied by the Client, and may refuse to produce any content it considers unlawful, offensive, defamatory, discriminatory, infringing or reputationally damaging, without liability.

10.4Where the Client supplies materials, substrates, garments, panels, vehicles or other items for Atom to print on, apply to or work on, those items are supplied entirely at the Client's risk. Atom accepts no liability for damage to, spoilage of, or loss of Client-supplied items, and the Client shall remain liable for Atom's full charges notwithstanding any such damage or spoilage. The Client must supply sufficient surplus quantity to allow for normal setup and wastage.

10.5Artwork files, print files and cutting files supplied by the Client are stored by Atom purely as a convenience and without obligation. Atom does not warrant that any file, Artwork or archive will be retained, and the Client must retain its own copies of all files. Atom may delete stored files at any time after twelve (12) months.

10.6Atom accepts no responsibility for poor output resulting from low-resolution, incorrectly configured, incorrectly colour-spaced, unflattened, unoutlined or otherwise deficient files supplied by the Client, or for delays caused by the need to correct such files.

11.1All intellectual property rights, including copyright, in and to all Artwork, concepts, designs, layouts, visuals, renderings, drawings, mock-ups, templates, cutting files, print files, production files, technical drawings, methods, processes, know-how and specifications created by or on behalf of Atom vest in and remain the exclusive property of Atom at all times, whether or not the Client has been charged a design fee, and whether or not the Client has paid for the Work.

11.2On payment in full of all amounts owing, the Client receives a non-exclusive, non-transferable, revocable licence to use the finished Goods supplied for the specific purpose and at the specific location for which they were supplied. That licence does not include any right to reproduce, adapt, re-manufacture, replicate, resell, sub-licence or have a third party reproduce the Artwork or the design of the Goods.

11.3Atom's source files, working files, production files and design files are not supplied to the Client and do not form part of the Work. Where the Client requires ownership of, or release of, the Artwork or source files, this must be agreed in writing and a separate buy-out fee, as quoted by Atom, must be paid in full. Ownership transfers only on receipt of that fee in cleared funds and on written confirmation of assignment by Atom.

11.4Concepts, designs and visuals presented to the Client but not selected or produced remain the property of Atom and may be used, adapted and offered by Atom to any other party.

11.5The Client may not remove, obscure or alter any manufacturer's mark, plate or identification applied by Atom to the Goods.

11.6Nothing in these Terms transfers to Atom any right in the Client's own trade marks, logos or brand assets, which remain the Client's property.

12.1All lead times, production timelines, delivery dates and installation dates given by Atom are estimates only, given in good faith, and are not guaranteed. Time shall not be of the essence in respect of any date given by Atom, and no such date shall be capable of being made of the essence by notice.

12.2Atom shall not be liable for any loss, damage, cost, penalty or expense of any nature whatsoever arising from any delay in production, delivery or installation, howsoever caused, including any claim for loss of profit, loss of revenue, loss of an event, loss of a launch date, loss of advertising opportunity, penalty imposed on the Client by a third party, or wasted expenditure.

12.3Delivery and installation dates are conditional upon: written Artwork approval; receipt of all required payments in cleared funds; timely availability of materials; the Site being ready and accessible; and the Client having obtained all necessary approvals and permissions.

12.4Atom may deliver or install the Work in stages or partial consignments, and each such stage shall be treated as a separate performance.

12.5Where the Client requires expedited or priority production, Atom may charge a rush surcharge, which does not constitute a guarantee of the expedited date.

13.1Unless otherwise agreed in writing, Goods are sold ex-works from Atom's premises and the Client is responsible for collection at its own cost and risk.

13.2Where Atom arranges delivery or courier, that is done as agent for and at the risk and cost of the Client. Risk in the Goods passes to the Client on the earlier of collection, handover to any carrier or courier, or arrival at the Site, notwithstanding that ownership may not yet have passed in terms of clause 20.

13.3The Client must ensure that a duly authorised person is present to receive and sign for delivery. Signature of a delivery note, job card or waybill by any person present at the delivery address shall constitute acceptance of delivery in good order and in the correct quantity.

13.4The Client must inspect all Goods on delivery or collection and must notify Atom in writing of any shortage, incorrect item, visible defect or transit damage within forty-eight (48) hours of delivery or collection, failing which the Goods shall be deemed to have been accepted in good order and in accordance with the Order, and no claim shall be entertained.

13.5Where a delivery or installation is attempted and cannot be completed because of the Client's act or omission (including the Site not being ready, no authorised person being present, access being refused, or payment not having been received), Atom may charge the Client for the abortive trip, standby time, re-delivery and any equipment hire, at Atom's prevailing rates.

13.6Where Goods are ready for collection, delivery or installation and the Client fails to take delivery or to permit installation within seven (7) days of Atom notifying the Client that the Goods are ready, then: (a) the Goods shall be deemed delivered; (b) risk in the Goods passes to the Client; (c) the full balance of the contract price becomes immediately due and payable; and (d) Atom shall be entitled to charge storage at its prevailing rates per week or part thereof, payable in advance, together with any insurance, handling and double-handling costs.

13.7Goods not collected within sixty (60) days of the notification referred to in clause 13.6, and in respect of which storage charges are outstanding, may be sold, scrapped or otherwise disposed of by Atom without further notice, and the proceeds (if any) applied to amounts owing by the Client, without prejudice to Atom's right to recover any shortfall.

13.8Atom does not insure Goods in storage on behalf of the Client. The Client is responsible for insuring Goods at its own cost from the moment risk passes.

14.1Installation is only included where expressly stated in the Quotation, and is quoted on the basis of: normal working hours (Monday to Friday, 08h00 to 17h00); unobstructed and continuous access to the Site; a level, clear and safe working area; the availability of parking, power and ablution facilities; and the structure being sound, plumb, level, dry and suitable to receive the Goods.

14.2The Client warrants that the Site, structure, wall, façade, ceiling, roof, fascia or other substrate is structurally sound and suitable to carry the Goods, and that it has disclosed to Atom the location of all concealed services, including electrical wiring, conduit, plumbing, gas lines, data cabling, waterproofing membranes and structural elements. Atom shall not be liable for any damage to concealed services or to the structure arising from the Client's failure to disclose such information.

14.3The Client must at its own cost provide safe access to the installation position. Where scaffolding, cherry-pickers, cranes, hoists, traffic accommodation, road closures, lane closures, security escorts or specialised access equipment are required and were not expressly included in the Quotation, these will be charged as an additional cost.

14.4Installation necessarily involves drilling, fixing, cutting, welding, adhesive application and penetration of surfaces. Atom shall not be liable for damage to paint, plaster, cladding, tiles, glass, waterproofing, sealant, finishes or structure that is a normal and unavoidable consequence of installation, nor for making good, repainting, patching or resealing, which is excluded from the Quotation unless expressly included.

14.5Atom's obligation does not include the removal, disposal, storage or making good of any existing signage unless expressly quoted.

14.6All electrical connection, isolation, certification and compliance work must be performed by a registered electrician appointed and paid for by the Client, unless expressly included in the Quotation. Atom does not issue Certificates of Compliance and accepts no liability arising from any electrical installation, connection or certification not performed by it.

14.7Where Atom's installation team attends Site and is delayed or prevented from working by any cause beyond Atom's control (including the Site not being ready, other contractors on site, access being denied, adverse weather, load-shedding or power failure, or the Client's failure to obtain approvals), Atom may charge standby time and abortive trip charges at its prevailing rates, and any resulting delay to the programme shall be for the Client's account.

14.8The Client shall provide Atom's personnel with a safe working environment and shall comply with its obligations as client and/or occupier under the Occupational Health and Safety Act 85 of 1993 and the Construction Regulations, including in respect of any site-specific health and safety file, induction, permit-to-work or contractor requirement. Any cost of complying with Client- or landlord-imposed health, safety, induction or security requirements not disclosed at the time of quoting shall be for the Client's account.

14.9Any signature by or on behalf of the Client on a completion certificate, job card, snag list or handover document shall constitute acceptance that the installation has been completed to the Client's satisfaction.

14.10Atom shall not be responsible for the ongoing maintenance, cleaning, tightening, re-sealing or servicing of installed Goods unless a separate written maintenance agreement is in place.

15.1The Client warrants that the vehicle or surface presented for wrapping or branding is in sound condition, with original, factory-cured, undamaged paintwork that is free of rust, oxidation, previous respray, filler, aftermarket paint, paint protection film, ceramic coating, wax, silicone, dents, scratches, stone chips and defects.

15.2Vinyl and adhesive films bond to the surface to which they are applied. Where paintwork is not original, is aftermarket, has been resprayed, is oxidised, is damaged, is poorly adhered, or has been treated with any coating, the application or subsequent removal of vinyl may lift, pull, damage, mark, discolour or remove the paint, primer, filler, clearcoat or coating. The Client accepts this risk in full, and Atom shall not be liable under any circumstances for any such damage, for the cost of any respray, panel repair or refinishing, or for any diminution in the value of the vehicle.

15.3Vehicles must be presented clean, washed and free of dirt, oil, wax and polish. Atom may charge a cleaning and preparation fee where a vehicle is presented in unsuitable condition, and may refuse to proceed where in Atom's opinion the surface is unsuitable.

15.4Recesses, deep channels, rivets, seams, complex curves, textured surfaces, rubber, unpainted plastic and trim may not accept vinyl, and may require cut lines, relief cuts or exclusion from the wrap. Minor lifting, edge lift or bubbling in such areas is a characteristic of the process and does not constitute a defect.

15.5The Client must not wash, pressure-wash, wax, polish or expose the wrap to a mechanical or automated car wash for at least seven (7) days after application. Thereafter, wraps must be hand-washed only, using mild soap and water, avoiding high-pressure jets directed at edges, and avoiding abrasive cleaners, solvents, petrol, brake fluid and fuel spillage. Failure to comply voids all warranty.

15.6The lifespan of a wrap is affected by exposure, orientation, climate, washing and use. Horizontal surfaces (bonnet, roof, boot) fade and degrade materially faster than vertical surfaces. No warranty is given in respect of fade, colour change or degradation.

15.7Vehicles left at Atom's premises are left entirely at the Client's risk. Atom accepts no liability for theft of or from, damage to, or loss of any vehicle or its contents while at Atom's premises or in Atom's custody, howsoever arising. The Client must remove all valuables and must ensure that the vehicle is comprehensively insured.

15.8The Client warrants that it is the owner of the vehicle or is duly authorised by the owner and, where applicable, the finance house, lessor or fleet owner to have the vehicle wrapped or branded, and indemnifies Atom against any claim by such party.

15.9Removal of an existing wrap or vinyl is charged separately, is quoted on an estimated basis only, and may take longer than estimated. Atom accepts no liability for damage caused by, or adhesive residue remaining after, the removal of vinyl not originally applied by Atom, or of vinyl that has exceeded its recommended lifespan.

15.10The Client is solely responsible for ensuring that any vehicle branding complies with all applicable laws, by-laws, licensing conditions, insurance requirements and roadworthiness requirements, including in respect of window coverage, reflectivity and obscuring of number plates or lights.

16.1It is the sole responsibility of the Client, at the Client's own cost, to obtain and maintain all approvals, consents, permits and licences required for the manufacture, erection, display, illumination and maintenance of any signage, including municipal signage approval, building plan approval, zoning consent, heritage approval, roads authority approval, landlord consent, body corporate or homeowners' association approval, and centre management approval.

16.2Atom does not warrant that any Work complies with any municipal by-law, national building regulation, advertising ordinance, zoning scheme, lease provision or centre criteria, and gives no advice in that regard. Where Atom assists with an application as a courtesy or for a fee, it does so without warranty as to outcome and remains entitled to payment whether or not approval is granted.

16.3The Client shall remain liable for the full contract price notwithstanding that any approval is refused, delayed, withdrawn or made subject to conditions, and notwithstanding that the Goods must as a result be altered, relocated or removed. Any such alteration, relocation or removal shall be charged as additional Work.

16.4The Client indemnifies Atom against any fine, penalty, removal order, demolition order, claim or cost imposed by any municipality, authority, landlord or third party in connection with the Work.

17.1Atom is entitled, without notice to or consent from the Client, to subcontract the whole or any part of the Work, including print, manufacture, fabrication, transport, rigging, electrical work, structural work and installation, to any third party of its choosing.

17.2Where the Client instructs or requires Atom to appoint, use or coordinate a particular third party, or where a third party is appointed directly by the Client, Atom shall have no liability whatsoever for the acts, omissions, defaults, delays, workmanship or safety of that third party.

17.3Atom's liability for the acts or omissions of its own subcontractors is in all cases limited in the manner set out in clause 23.

17.4Where Atom is engaged as a subcontractor to the Client, payment to Atom is not conditional upon the Client receiving payment from any principal, employer or end-client, and no 'pay-when-paid' or 'pay-if-paid' arrangement shall apply unless expressly agreed by Atom in writing.

18.1Any variation, addition, deletion or change to the scope, specification, materials, dimensions, Artwork, quantity, position or programme requested by the Client must be confirmed in writing and will be quoted and charged as additional Work.

18.2Atom is not obliged to accept any variation. Where accepted, all delivery and installation dates shall be extended by a reasonable period and the price adjusted accordingly.

18.3Where a variation is instructed on Site and it is impractical to obtain written confirmation before proceeding, a signed job card, site instruction or written electronic message shall constitute sufficient authorisation, and the Client shall be liable for the resulting charges at Atom's prevailing rates.

18.4Work performed at the Client's request that falls outside the quoted scope shall be charged at Atom's prevailing hourly or unit rates plus materials, plus a handling margin, whether or not a price was agreed in advance.

19.1Once an Order has been confirmed, it may not be cancelled, reduced or suspended by the Client except with Atom's prior written consent, which may be withheld in Atom's sole discretion.

19.2Where the Client cancels, purports to cancel, suspends, or repudiates an Order after production, manufacture, printing, cutting, procurement of materials or origination has commenced, the Client shall remain liable for and shall pay the full value of the Order, being one hundred percent (100%) of the total contract price, together with the cost of any variations already instructed. This amount is agreed by the parties to be a fair and reasonable pre-estimate of Atom's loss, having regard to the bespoke and custom-manufactured nature of the Work, which cannot be resold or repurposed.

19.3Where the Client cancels an Order before production, manufacture or procurement has commenced, the deposit paid shall be forfeited to Atom, and the Client shall in addition be liable for all costs already incurred by Atom, including design and origination time, site survey costs, materials already ordered, restocking and cancellation charges levied by Atom's suppliers, and an administration charge of 15% (fifteen percent) of the contract price.

19.4Custom-manufactured, bespoke, personalised and printed-to-order Goods are produced to the Client's specification and are not returnable, refundable or exchangeable in any circumstances save where they are defective in terms of clause 21.

19.5Where the Client suspends an Order or requests that Atom hold an Order, clause 13.6 (storage and deemed delivery) applies from the date of suspension, and the full balance becomes payable.

19.6Atom may cancel or suspend any Order, in whole or in part, on written notice, where the Client is in breach of these Terms, where any amount is overdue, where the Client's financial position or credit standing deteriorates, where any information supplied by the Client is materially inaccurate, or where an event referred to in clause 25 occurs, and in such event Atom shall be entitled to payment for all Work performed and costs incurred to the date of cancellation.

20.1Notwithstanding delivery, installation, affixing to any structure, or the passing of risk, ownership of all Goods supplied by Atom remains vested in Atom and shall not pass to the Client until the full purchase price, together with all interest, charges and any other amount owing by the Client to Atom on any account whatsoever, has been received by Atom in cleared funds.

20.2Until ownership passes, the Client holds the Goods as Atom's bona fide possessor and fiduciary, must keep them identifiable and separate from other goods, must not sell, pledge, encumber, cede or dispose of them, and must insure them against all risks for their full replacement value.

20.3Until ownership passes, Atom and its representatives shall be entitled, without prior notice and without legal process, to enter upon any premises where the Goods are situated, and the Client hereby irrevocably grants Atom, its employees, agents and subcontractors the right of access and the authority to detach, dismantle, disconnect, remove and repossess the Goods, at the Client's cost, without prejudice to any other right of Atom, including its right to claim damages and any shortfall.

20.4The parties record their common intention that Goods affixed to any immovable property shall not become a permanent fixture or accede to that property until ownership has passed to the Client in terms of clause 20.1, and shall retain their character as movable property until that time. The Client shall procure that any landlord, bondholder, mortgagee or owner of the property acknowledges this in writing on Atom's request.

20.5Risk in and to the Goods passes to the Client on the earliest of collection, handover to a carrier, arrival at the Site, or deemed delivery in terms of clause 13.6, irrespective of when ownership passes. From that moment the Client bears all risk of loss, theft, damage, vandalism, storm damage, fire and destruction, and must insure accordingly.

20.6Where Atom repossesses Goods in terms of this clause, it may retain all amounts already paid by the Client as a genuine pre-estimate of its damages, without prejudice to its right to recover any further loss.

21.1Atom warrants that the Work will be performed with reasonable skill and care and that the Goods manufactured by Atom will be free from defects in Atom's own workmanship for a period of twelve (12) months from the date of delivery or installation, whichever occurs first.

21.2Materials, components, hardware, LEDs, drivers, power supplies, transformers, fixings, extrusions, vinyl, films, laminates and other items not manufactured by Atom carry only such warranty as is given by the relevant manufacturer or supplier, which Atom will use reasonable endeavours to pass on to the Client. Atom gives no independent warranty in respect of such items.

21.3The warranty in clause 21.1 excludes, and Atom shall have no liability of any nature in respect of:

21.3.1fair wear and tear, fading, chalking, gloss reduction, discolouration, weathering, oxidation and deterioration through normal exposure;

21.3.2damage caused by weather, wind, storm, hail, lightning, flood, fire, sun, salt air, pollution, temperature extremes, ground movement or acts of nature;

21.3.3damage caused by vandalism, theft, attempted theft, graffiti, riot, civil unrest, protest, accident, collision or impact;

21.3.4damage caused by incorrect cleaning, abrasive cleaners, solvents, pressure washing, automated car washes, or failure to follow Atom's care instructions;

21.3.5damage or failure caused by power surges, lightning strike, load-shedding, incorrect voltage, incorrect or unauthorised electrical connection, or work performed by any person other than Atom;

21.3.6any Goods that have been altered, relocated, repaired, serviced, tampered with or re-installed by any party other than Atom;

21.3.7any Goods installed by, or on a substrate or structure prepared by, any party other than Atom;

21.3.8defects arising from the Client's specification, design, Artwork, materials, substrate, structure or instructions;

21.3.9colour variance, tolerances and characteristics described in clause 9;

21.3.10any Goods in respect of which payment has not been received in full; and

21.3.11any consequence of the Client's failure to maintain, clean or service the Goods.

21.4The Client's sole and exclusive remedy under this warranty, and Atom's sole obligation, shall be, at Atom's election, the repair of the defective Work, the replacement of the defective Work, or a credit of the price paid for the defective portion of the Work. Atom shall not be liable for the cost of removal, re-installation, access equipment, travel outside its normal operating area, downtime, or any other consequential cost.

21.5Any warranty claim must be lodged in accordance with clause 22 and Atom must be afforded a reasonable opportunity to inspect the Work before any remedial action is taken by any other party. Where the Client engages a third party to inspect, repair or replace the Work without Atom's prior written consent, all warranty in respect of that Work shall lapse and Atom shall have no liability for the cost thereof.

21.6Repair or replacement under warranty does not extend or restart the warranty period.

22.1Claims in respect of shortages, incorrect items, visible defects or transit damage must be lodged in writing within forty-eight (48) hours of delivery or collection.

22.2Claims in respect of any other defect must be lodged in writing within seven (7) days of the defect becoming apparent, and in any event within the warranty period.

22.3Failure to lodge a claim within the applicable period constitutes an irrevocable waiver of that claim and the Work shall be deemed to have been accepted in full.

22.4Every claim must be in writing, must identify the invoice or job number, must describe the defect, and must be accompanied by photographs and any other information reasonably required by Atom.

22.5The Client must preserve the Work in its delivered condition and must afford Atom, its insurers and its suppliers full access to inspect the Work. Goods must not be used, altered, applied, disposed of or destroyed pending inspection.

22.6Goods correctly supplied in accordance with the Order are not returnable. Where Atom, in its sole discretion, agrees to accept a return of stock (non-custom) Goods, the Goods must be unused, in original condition and packaging, returned at the Client's cost within seven (7) days, and a handling and restocking fee of not less than 20% (twenty percent) shall apply.

22.7Where a claim relates to a portion of an Order only, the balance of the Order remains payable in full and on due date.