TERMS & CONDITIONS

Effective Date: 29/06/2026

Business: Akari Innovations (Pty) Ltd

Associated Brands: InkSpire and any other current or future brands, services, divisions, products, or projects operated by Akari Innovations.

These Terms & Conditions apply to all quote requests, consultations, advisory work, design work, technical work, production work, creative work, printing, packaging, software, product development, branding, project scoping, and related services provided by Akari Innovations and its associated brands, unless replaced or amended by a written agreement.

By requesting a quote, submitting a project brief, attending a consultation, approving a quotation, making payment, or instructing us to proceed with work, you agree to these Terms & Conditions.

1. DEFINITIONS

In these Terms & Conditions:

“Akari Innovations,” “we,” “us,” or “our” means Akari Innovations (Pty) Ltd, including its associated brands, divisions, services, and projects.

“Client,” “you,” or “your” means the person, company, organization, representative, or entity requesting or receiving goods, services, quotes, consultations, or work from us.

“Work” means any product, service, design, consultation, quote, technical assistance, print work, packaging work, creative direction, strategy, file setup, production, development, advice, or deliverable provided by us.

“Project” means any agreed scope of work, whether quoted, invoiced, paid, partially paid, or approved in writing.

“Deliverables” means the final items, products, files, outputs, documents, designs, printed materials, packaging, software, or services specifically listed in an approved quote, invoice, or written agreement.

“Client-supplied materials” means any logos, artwork, images, fonts, trademarks, product names, references, samples, files, instructions, concepts, documents, copy, or other materials provided by the client.

“Active working time” means time spent actively consulting, advising, designing, planning, researching, producing, developing, quoting, troubleshooting, preparing files, communicating, or otherwise working on the client’s request.

2. SCOPE OF APPLICATION

These Terms & Conditions apply to all work performed by Akari Innovations and its associated brands, including but not limited to:

Consultations, quote requests, product development, branding, packaging, printing, labels, stickers, apparel, creative production, advisory services, technical planning, software development, automation, design, digital content, business strategy, production planning, supplier coordination, and custom project work.

If a separate written agreement is signed for a specific project, that agreement will apply to the extent that it conflicts with these Terms & Conditions.

3. ORDER OF PRECEDENCE

Where a separate written agreement has been signed by all relevant parties, including but not limited to an Intellectual Property Agreement, Non-Disclosure Agreement, Service Agreement, Project Agreement, or other written contract, that signed agreement will take precedence over these Terms & Conditions to the extent that there is any conflict.

These Terms & Conditions will continue to apply to any matters not specifically covered by the signed agreement.

No separate agreement, amendment, waiver, or exception will be valid unless it is recorded in writing and accepted by all relevant parties.

4. QUOTE REQUESTS AND CONSULTATIONS

We are happy to explore serious project ideas, assess feasibility, offer direction, and help clients understand what may be possible before committing.

A quote request, consultation, discussion, meeting, message exchange, or project enquiry does not create an obligation for us to accept the project or for the client to proceed.

We reserve the right to decline any request, quote, project, or client at our discretion.

We may request additional information, artwork, files, samples, references, quantities, deadlines, technical specifications, or project details before providing a quote.

Quotes may be delayed or withheld where the client provides incomplete, unclear, inaccurate, or conflicting information.

5. CONSULTATION, QUOTATION & PROFESSIONAL TIME POLICY

This policy applies to all quote requests, consultations, project scoping, advisory sessions, technical planning, design discussions, creative direction, production planning, and related professional time provided by Akari Innovations and its associated brands.

If a client proceeds with an approved paid product, project, or service, consultation time is not billed separately at our specialist hourly rate unless agreed in writing beforehand.

If a client does not proceed and the total consultation time remains under 2.5 hours, no consultation fee is charged.

If a client does not proceed after using more than 2.5 hours of consultation, scoping, planning, advisory, technical guidance, design direction, quotation development, supplier guidance, production guidance, research, or project development time, the consultation time becomes billable at R2,350 per active working hour, billed in 15-minute increments.

Before consultation time exceeds the complimentary 2.5-hour threshold, we may notify the client that further time may become billable if no paid product, project, or service is taken.

No billable consultation time will be charged unless the client has accepted these Terms & Conditions before or during the consultation process.

This policy allows us to support genuine clients fairly while protecting our time, expertise, and production capacity.

6. QUOTES, ESTIMATES AND PRICING

All quotes are based on the information available at the time of quoting.

Unless stated otherwise, quotes are valid for 7 days from the date issued.

Pricing may change if:

The project scope changes; the client requests additional work; supplied files are unsuitable; quantities change; materials become unavailable; supplier pricing changes; deadlines change; rush work is required; technical complexity increases; or additional revisions, consultations, meetings, samples, prototypes, deliveries, collections, or production steps are required.

A quote is not a final agreement until accepted in writing and any required deposit or payment has been received.

We reserve the right to correct obvious pricing errors, calculation errors, typographical errors, or supplier-based pricing changes before final acceptance.

7. PROJECT SCOPE

The approved quote, invoice, or written agreement defines the project scope.

Anything not listed in the approved scope is excluded unless agreed in writing.

Additional work, changes, extra versions, new concepts, new file formats, extra consultations, urgent changes, additional meetings, or extra production requirements may be quoted or billed separately.

The client is responsible for checking that the quote accurately reflects what they want before approving it.

8. DEPOSITS AND PAYMENTS

Projects may require a deposit before work begins.

Unless otherwise agreed in writing, deposits are required to secure time, materials, production capacity, supplier arrangements, or project scheduling.

Deposits may be non-refundable once work, procurement, planning, design, consultation, production, ordering, or supplier coordination has begun.

Final payment may be required before release of final files, delivery of goods, collection of goods, production handover, publishing, installation, deployment, or completion.

Ownership or usage rights in final deliverables only transfer where applicable after full payment has been received.

Late payments may result in paused work, delayed delivery, withheld files, withheld goods, cancelled production slots, or additional fees.

9. CLIENT RESPONSIBILITIES

The client is responsible for providing accurate, complete, lawful, and usable information.

The client must provide required files, approvals, references, quantities, instructions, specifications, and deadlines on time.

The client is responsible for reviewing all proofs, designs, mockups, samples, specifications, quotes, invoices, and final approvals carefully.

Approval by the client means the client accepts the work, content, spelling, layout, dimensions, colours, quantities, specifications, legal suitability, and production readiness unless otherwise agreed.

We are not responsible for errors that were present in client-supplied materials or approved by the client.

10. REVISIONS AND CHANGES

The number of included revisions, if any, will be stated in the quote or project scope.

Revisions must stay within the original approved direction and scope.

A revision is a reasonable adjustment to existing work. A new direction, new concept, new layout, new design route, new product, new size, new quantity, new technical requirement, or major restructure may be treated as additional work.

Additional revisions may be quoted or billed separately.

Once work has entered production, printing, manufacturing, ordering, publishing, deployment, or final processing, changes may not be possible or may incur additional costs.

11. MATERIALS, PRODUCTION AND SUPPLIERS

Some projects may involve third-party suppliers, printers, manufacturers, couriers, developers, contractors, platforms, software providers, hosting providers, or production partners.

We will take reasonable care when working with suppliers and production partners, but we are not responsible for delays, stock shortages, price changes, defects, outages, courier issues, supplier errors, platform changes, or circumstances outside our control.

Where materials, components, stock, substrates, inks, packaging, hardware, software, plugins, or other project inputs become unavailable, we may recommend alternatives or revise the quote.

Samples, prototypes, proofs, test prints, or mockups may differ slightly from final production due to material behaviour, machine variation, colour differences, finishing methods, screen displays, supplier tolerances, or environmental factors.

12. COLOURS, PROOFS AND PRODUCTION TOLERANCES

Digital colours may appear differently across screens, devices, printers, materials, and lighting conditions.

Printed colours, finishes, textures, cuts, folds, dimensions, alignment, and placement may have reasonable production tolerances.

The client accepts that minor variations may occur in physical production.

Where exact colour matching, specialist proofing, Pantone matching, material matching, technical testing, or production calibration is required, this must be requested and quoted separately before production.

13. RUSH WORK AND DEADLINES

Deadlines must be agreed in writing.

We will make reasonable efforts to meet agreed deadlines, but deadlines may be affected by late client feedback, delayed payment, incomplete information, unsuitable files, supplier delays, courier delays, technical issues, load shedding, equipment failure, material shortages, illness, emergencies, or other circumstances outside our control.

Rush work may incur additional fees.

We reserve the right to decline urgent work where the timeline is unrealistic or may compromise quality.

14. CANCELLATIONS, PAUSES AND DELAYS

The client may request to cancel or pause a project in writing.

If a project is cancelled after work has begun, the client may be liable for work completed, consultation time, planning, design, supplier costs, materials, ordered goods, production costs, administrative time, and any non-refundable expenses already incurred.

Deposits may be retained to cover time, costs, lost production capacity, supplier commitments, or work already performed.

If a client delays feedback, payment, approvals, content, files, or communication, we may pause the project.

Projects inactive for more than 30 days may require requoting, rescheduling, or restart fees.

15. DELIVERY, COLLECTION AND STORAGE

Delivery, courier, collection, installation, or handover arrangements must be agreed in writing.

Risk in physical goods may transfer to the client once goods are collected, delivered to a courier, delivered to the client, or made available for collection, depending on the agreed arrangement.

The client is responsible for collecting completed goods within the agreed collection period.

Goods not collected within 14 days may incur storage fees.

We are not responsible for damage, loss, or deterioration caused by delayed collection, incorrect handling, unsuitable storage, courier mishandling, or client-side transport after handover.

16. INTELLECTUAL PROPERTY

Unless otherwise stated in a separate Intellectual Property Agreement signed by all relevant parties, all original concepts, designs, layouts, artwork, technical solutions, written materials, production files, templates, methods, systems, processes, strategies, mockups, prototypes, code, documents, and other work created by Akari Innovations or its associated brands remain the intellectual property of Akari Innovations unless ownership is expressly transferred in writing.

Where ownership is transferred, such transfer only applies after full payment has been received and only to the specific final deliverables listed in the approved quote, invoice, or written agreement.

Working files, source files, editable design files, templates, drafts, rejected concepts, methods, processes, internal systems, production setups, and know-how remain the property of Akari Innovations unless specifically included in writing.

Clients are responsible for ensuring that any logos, artwork, images, fonts, trademarks, brand assets, product names, copy, references, files, or other materials they provide are legally theirs to use, modify, reproduce, print, publish, manufacture, or commercialize.

By submitting any material to us, the client confirms that they own the material or have the necessary permission, licence, or authority to use it for the requested project.

Akari Innovations is not responsible for claims, losses, disputes, copyright issues, trademark issues, licensing issues, or legal consequences arising from client-supplied materials, instructions, references, or approvals.

The client agrees to indemnify Akari Innovations against any claims, costs, damages, losses, or expenses arising from the use of client-supplied materials or client-approved instructions.

Akari Innovations may display completed work in portfolios, websites, social media, proposals, case studies, or promotional materials unless confidentiality has been agreed in writing.

If a separate Intellectual Property Agreement has been signed by all relevant parties, that agreement will take precedence over this section where there is any conflict.

17. CLIENT-SUPPLIED MATERIALS AND APPROVALS

The client confirms that all materials, references, instructions, and approvals provided to Akari Innovations are lawful, accurate, authorized, and suitable for the requested use.

We may rely on client approval as confirmation that the client accepts responsibility for the legality, accuracy, suitability, and final approval of the supplied materials and final approved work.

We are not required to independently verify whether client-supplied materials infringe copyright, trademarks, licences, personality rights, privacy rights, design rights, patents, or other third-party rights.

We may refuse to work with materials that appear unlawful, offensive, exploitative, unsafe, misleading, counterfeit, stolen, or likely to create legal or reputational risk.

18. CONFIDENTIALITY

Unless a separate Non-Disclosure Agreement signed by all relevant parties provides otherwise, Akari Innovations will treat confidential client information, private project details, technical information, business information, unpublished concepts, files, and sensitive materials with reasonable care.

We will not intentionally disclose confidential client information to third parties except where required to complete the project, obtain quotes, use suppliers, arrange production, deliver services, comply with the law, or where the information is already public.

Clients are responsible for clearly marking or telling us which information is confidential before or at the time it is shared.

Where a project requires suppliers, manufacturers, printers, developers, contractors, delivery partners, or other third parties, the client accepts that relevant project information may need to be shared with those parties to complete the work.

Akari Innovations is not responsible for confidentiality breaches caused by client-side sharing, public posting, unsecured communication channels, third-party platforms, suppliers, or materials already available publicly.

If stronger confidentiality is required, such as for unreleased products, inventions, proprietary business systems, formulas, software, source code, trade secrets, or sensitive commercial plans, this must be agreed in writing before detailed information is shared.

If a separate Non-Disclosure Agreement has been signed by all relevant parties, that agreement will take precedence over this section where there is any conflict.

19. PRIVACY AND PERSONAL INFORMATION

We may collect and process personal information necessary to communicate with clients, provide quotes, deliver services, issue invoices, arrange payment, manage projects, keep records, and comply with legal obligations.

Personal information may include names, contact details, business details, addresses, billing information, project details, communication records, and other information voluntarily provided by the client.

We will take reasonable steps to protect personal information and use it only for legitimate business purposes.

Where required, personal information may be shared with service providers, suppliers, payment processors, couriers, contractors, software platforms, hosting providers, professional advisors, or authorities.

20. WEBSITE USE

The content on our website is provided for general information, quote requests, service descriptions, and business communication.

We may update, change, remove, or replace website content at any time.

We do not guarantee that the website will always be available, error-free, secure, uninterrupted, or free from technical issues.

Users may not copy, reproduce, scrape, misuse, interfere with, reverse engineer, attack, overload, or attempt unauthorized access to any part of our website, systems, forms, content, or services.

Electronic communications, online forms, emails, digital approvals, and electronic records may be used in the course of business.

21. PORTFOLIO AND PROMOTIONAL USE

Unless agreed otherwise in writing, Akari Innovations may photograph, display, describe, or reference completed work for portfolio, website, social media, case study, proposal, marketing, educational, or promotional purposes.

We will not intentionally disclose confidential information when doing so.

If a client requires work to remain private, confidential, white-label, embargoed, or unpublished, this must be agreed in writing before the project begins.

22. RESPECTFUL COMMUNICATION AND CONDUCT

We aim to work with clients professionally, clearly, and respectfully.

We reserve the right to pause, refuse, or discontinue work where communication becomes abusive, dishonest, threatening, exploitative, discriminatory, harassing, unreasonable, unsafe, or excessively disruptive.

Where a project is discontinued due to unreasonable client conduct, the client remains responsible for any work completed, costs incurred, materials ordered, supplier costs, consultation time, and outstanding payments.

23. LEGAL AND REGULATORY RESPONSIBILITY

The client is responsible for ensuring that their products, claims, packaging, labels, instructions, marketing, business use, and final approved materials comply with applicable laws, regulations, industry standards, platform rules, and commercial requirements.

This may include, where applicable, laws or rules relating to consumer protection, product labelling, cosmetics, food, health claims, advertising, trademarks, copyright, privacy, e-commerce, safety, and industry-specific compliance.

We may provide practical, design, technical, creative, or production guidance, but we do not provide legal, regulatory, medical, financial, or compliance advice unless expressly agreed in writing and qualified to do so.

The client should obtain independent professional advice where required.

24. LIMITATION OF LIABILITY

We will take reasonable care in providing our work, services, and deliverables.

To the maximum extent permitted by law, Akari Innovations will not be liable for indirect, incidental, special, consequential, punitive, or economic losses, including loss of profits, loss of business, loss of opportunity, loss of goodwill, reputational harm, data loss, production delays, supplier failures, platform outages, or third-party claims.

Our total liability for any claim related to a project, product, service, quote, consultation, or deliverable will be limited to the amount paid by the client for the specific work giving rise to the claim, unless the law does not allow such limitation.

Nothing in these Terms & Conditions excludes liability that cannot legally be excluded.

25. WARRANTIES AND DISCLAIMERS

We do not guarantee that any work will produce a specific commercial result, sales outcome, audience response, approval, platform performance, manufacturing outcome, legal clearance, business success, or financial return.

The client accepts that creative, technical, production, printing, software, and supplier-based work may involve practical limitations, tolerances, testing, iteration, and external dependencies.

Where third-party products, materials, platforms, software, plugins, hosting, couriers, suppliers, or manufacturers are involved, their own terms, limitations, warranties, and policies may apply.

26. FORCE MAJEURE

We will not be liable for delays or failure to perform caused by events beyond our reasonable control.

This may include power outages, load shedding, illness, accidents, equipment failure, supplier delays, courier delays, material shortages, internet outages, strikes, civil unrest, natural disasters, government restrictions, platform outages, security incidents, or emergencies.

Where possible, we will communicate delays and work toward a reasonable solution.

27. CHANGES TO THESE TERMS

We may update these Terms & Conditions from time to time.

The version in force at the time a quote is accepted, project is approved, or service begins will generally apply to that project unless otherwise agreed.

Continued use of our website, services, consultations, or quote process after changes are published may be treated as acceptance of the updated terms.

28. GOVERNING LAW

These Terms & Conditions are governed by the laws of the Republic of South Africa.

Any disputes will be handled in South Africa, unless otherwise agreed in writing.

29. ACCEPTANCE OF TERMS

By requesting a quote, submitting files, attending a consultation, approving a quote, making payment, instructing work to begin, or accepting delivery of goods or services, the client confirms that they have read, understood, and accepted these Terms & Conditions.

Where the client and Akari Innovations have signed a separate Intellectual Property Agreement, Non-Disclosure Agreement, Service Agreement, Project Agreement, or other written agreement, the client agrees that those signed documents will apply together with these Terms & Conditions. If there is a conflict, the signed agreement will take precedence for that specific issue.

For online quote forms, the client may be required to tick an acceptance box confirming:

“I have read and accept the Terms & Conditions, including the Consultation, Quotation & Professional Time Policy.”

QUOTE FORM CHECKBOX TEXT

I have read and accept the Terms & Conditions, including the Consultation, Quotation & Professional Time Policy.

I understand that if I do not proceed with a paid product, project, or service and my consultation time exceeds 2.5 hours, consultation time may become billable at R2,350 per active working hour, billed in 15-minute increments.

2.5 HOUR THRESHOLD WARNING

We are approaching the complimentary consultation threshold of 2.5 hours.

If you proceed with an approved paid product, project, or service, consultation time is not billed separately at our specialist hourly rate unless agreed otherwise.

If you do not proceed after exceeding 2.5 hours of consultation, scoping, advisory, technical guidance, design direction, production planning, or project development time, the time used may become billable at R2,350 per active working hour, billed in 15-minute increments.