Ts&Cs

The following terms and conditions apply to all services, including website development and design services, administrative support, business process assistance, website maintenance & updates, and digital content (the Services), provided by 17Twelve PTY Ltd to the Client, along with any relevant quotation issued by 17Twelve PTY Ltd (Terms), unless otherwise agreed in writing. By accepting a quote, making a purchase, or using the Services, the Client agrees to these Terms.

1. Fees and Payments

The fees for the Services are outlined in the project quotation provided to the Client by 17Twelve PTY Ltd via email. Each quotation remains valid for 7 days. After this period, 17Twelve PTY Ltd reserves the right to modify the quotation or decline to provide the Services.

Unless otherwise agreed, all website design services require full upfront payment before work begins.

The Client agrees to cover any additional costs necessary to complete the project. These may include, but are not limited to, expenses for domain name registration, premium fonts, and stock photography.

All fees are inclusive of VAT.

2. Invoicing and Payment

17Twelve PTY Ltd will issue invoices on the last day of each month, and payment must be made and cleared by the 1st of the following month. Invoices are typically sent via email, but printed copies can be provided upon request. Payment is due immediately upon receipt.

Payments must be made via bank transfer. Bank details will be provided on the invoice.

If the Client fails to make payment by the due date, 17Twelve PTY Ltd reserves the right to charge a late payment fine of 4% of the total invoice. The fine will accrue daily from the due date until full payment is received. The Client is responsible for paying both the outstanding balance and any accrued fine.

Invoices that remain unpaid for 30 days will be considered in default. If the Client has any data, files, or content hosted by 17Twelve PTY Ltd, the company reserves the right to remove such materials until payment is made. 17Twelve PTY Ltd is not liable for any data or income loss resulting from this action. The removal of materials does not absolve the Client from their obligation to pay the outstanding balance.

Clients with accounts in default agree to cover any reasonable costs incurred by 17Twelve PTY Ltd in recovering outstanding payments, including legal fees and third-party collection agency costs.

3. Change Control Process

As part of our project management approach, 17Twelve PTY Ltd implements a change control process to manage any modifications requested after the project scope has been finalized or the design phase has begun.

If the Client requires additional features or changes, they must provide the request in writing. 17Twelve PTY Ltd will assess whether the requested change is feasible at the current stage of the project, whether it can be incorporated within the original project cost, or if it will require additional charges. This process ensures the project remains on track and within budget.

4. Client Review

17Twelve PTY Ltd will provide the Client with opportunities to review the website’s design and content during the design phase and again after the overall website development is completed. Upon project completion, the website and related materials will be considered approved and accepted unless the Client provides written feedback requesting changes within seven (7) days of the materials being made available.

5. Turnaround Time and Content Responsibility

17Twelve PTY Ltd will launch, publish, or deliver the Client’s website by the agreed-upon date specified in the project proposal or as agreed upon once the initial payment is received, unless the Client requests and 17Twelve PTY Ltd approves a delay.

The Client agrees to provide timely cooperation, including supplying necessary information, materials, and data, making staff available as needed, and making prompt decisions to avoid delays. The Client must also appoint a primary contact person to communicate with 17Twelve PTY Ltd and ensure smooth project progression.

Throughout the project, the Client is responsible for providing all website content, including text, images, videos, audio files, and any relevant background information required for development.

6. Failure to Provide Required Website Content

17Twelve PTY Ltd is a small business, and to maintain efficiency, we must ensure that scheduled work is carried out on time. At times, we may need to turn down other work and inquiries to prioritize completing your project as planned.

This is why we request that the Client provide all required information in advance. If progress is delayed because the necessary information is not provided within the agreed timeframe, we reserve the right to impose a surcharge of up to 25% of the Charges. This also applies if the Services involve Search Engine Optimization (SEO), as we need the text content in advance to plan and execute the SEO effectively.

If the Client agrees to provide the required information but fails to do so within one week of the project’s start, we reserve the right to close the project and demand immediate payment of the remaining balance. To avoid this, we recommend not giving us the go-ahead to start the project until all required information is ready.

Note: Text content must be delivered as a Microsoft Word document, email, or similar format. The pages in the document should correspond to the relevant pages on your website and should have the same titles as agreed upon for those pages. Please contact us if you need clarification on this.

Using our content management system, the Client can keep their website content updated independently.

7. Web Browsers

17Twelve PTY Ltd makes every effort to ensure that websites are designed to be compatible with the most popular and widely used web browsers (e.g., Firefox, Google Chrome, Microsoft Edge). However, the Client acknowledges that 17Twelve PTY Ltd cannot guarantee perfect functionality across all browsers and operating systems.

17Twelve PTY Ltd is not responsible for any display issues that may occur in new versions of browsers released after the website has been designed and handed over to the Client. As such, 17Twelve PTY Ltd reserves the right to provide a separate quote for any work required to update the website design or code to ensure compatibility with newer browser versions.

8. Termination

If the Client wishes to terminate the services, they must provide a written notice, and termination will be effective upon receipt of this notice. Requests made via email or telephone will not be considered valid until confirmed in writing. The Client will be invoiced for all work completed up to the date of the first notice of cancellation, including any incurred expenses as outlined in clause 1. Payment for the work completed is due in full within thirty (30) days.

9. Indemnity

All services provided by 17Twelve PTY Ltd may only be used for lawful purposes. The Client agrees to indemnify and hold harmless 17Twelve PTY Ltd against any damages, losses, or expenses resulting from any actions or claims arising from the Client’s use of 17Twelve PTY Ltd’s services.

10. Intellectual Property

Background IP refers to any intellectual property rights (IPR) that are used in connection with these Terms, excluding Foreground IP.

Foreground IP refers to any intellectual property rights developed or acquired by either party, or a contractor on behalf of either party, in relation to the services and deliverables under these Terms.

IP Rights include, but are not limited to, patents, utility models, inventions, copyrights, neighbouring rights, trademarks, service marks, business names, domain names, rights in design, database rights, rights to protect confidential information (including know-how and trade secrets), and all similar rights or protections, whether registered or unregistered, and any related applications, renewals, or extensions.

All Background IP, including any IPR in data, files, and logos provided to 17Twelve PTY Ltd by the Client, remains the exclusive property of the original owner (or, if applicable, the third party from whom the Client has obtained the right to use it).

The Client grants 17Twelve PTY Ltd a non-exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of 17Twelve PTY Ltd. The Client is responsible for obtaining permission and rights to use any third-party copyrighted materials. The Client must also grant 17Twelve PTY Ltd permission to use the same materials. By entering into a contract for website design and/or placement, the Client guarantees to 17Twelve PTY Ltd that all necessary permissions and rights have been obtained. Evidence of such permissions may be requested. The Client agrees to indemnify and hold harmless 17Twelve PTY Ltd against any damages, losses, or expenses arising from any claims that materials provided to 17Twelve PTY Ltd infringe on a third party’s IP rights.

All Foreground IP developed during the project shall remain the sole property of the party creating it. 17Twelve PTY Ltd grants the Client a non-exclusive licence to use this Foreground IP solely for operating the website.

11. Confidentiality

Each party (the “Receiving Party”) agrees to use reasonable efforts to keep confidential all information and documentation disclosed by the other party (the “Disclosing Party”) that relates to any software, operations, products, processes, dealings, trade secrets, or business of the Disclosing Party. This includes all associated software, specifications, designs, graphics, or any information identified as confidential by the Disclosing Party (the “Confidential Information”). The Receiving Party agrees not to use any Confidential Information for any purpose other than to fulfill its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This confidentiality obligation will survive the termination of these Terms for any reason.

During the term of these Terms, the Receiving Party may disclose Confidential Information to its employees and sub-contractors (referred to as “Recipients”) to the extent necessary to perform the obligations outlined in these Terms. The Receiving Party must ensure that each Recipient understands and complies with the confidentiality obligations as if they were a party to these Terms.

The confidentiality obligations in this clause do not apply to any Confidential Information that:

• Was already in the public domain at the time these Terms were made, or becomes publicly available after the date of these Terms, other than through a breach by the Receiving Party or any Recipient;
• Was provided to the Receiving Party or any Recipient without restriction by a third party who has the right to do so; or
• Is required to be disclosed by law or regulatory requirements, in which case the Receiving Party shall provide the Disclosing Party with as much notice as reasonably possible before making such disclosure.

All tangible forms of Confidential Information, including summaries, copies, or excerpts, whether prepared by the Disclosing Party or not, are the exclusive property of the Disclosing Party. The Receiving Party must return all such materials to the Disclosing Party immediately upon request or upon the termination of these Terms, whichever comes first. The Receiving Party may not copy, reproduce, publish, or distribute any Confidential Information, in whole or in part, without the prior written consent of the Disclosing Party.

12. Data Protection

For the purposes of this clause, Data Protection Law refers to the Protection of Personal Information Act, No. 4 of 2013 (POPIA) of South Africa, and any other applicable data protection and/or privacy laws relevant to 17Twelve PTY Ltd, as well as any laws replacing, amending, extending, re-enacting, or consolidating the above from time to time.

Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove, or replace any party’s obligations or rights under Data Protection Law.

The Client agrees to comply with Data Protection Law in relation to the collection, storage, and processing of personal data. This includes providing all required fair processing information to, and obtaining all necessary consent from, data subjects, and fulfilling any associated rights and obligations under these terms and conditions, including any instructions given by the Client to 17Twelve PTY Ltd and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.

The parties acknowledge that when 17Twelve PTY Ltd processes personal data on the Client’s behalf while performing its obligations under this agreement, the Client is the controller, and 17Twelve PTY Ltd is the processor for the purposes of Data Protection Law.

The scope, nature, and purpose of processing by 17Twelve PTY Ltd, the duration of the processing, and the types of personal data and categories of data subject are outlined in 17Twelve PTY Ltd’s Privacy Notice and the project quotation.

In relation to processing personal data under these terms, 17Twelve PTY Ltd shall:

Process personal data only in accordance with the Client’s documented instructions, unless required to do so by law. In such cases, 17Twelve PTY Ltd will inform the Client of the legal requirement before processing unless the law prohibits this disclosure on important grounds of public interest.

Ensure that persons authorized to process personal data are bound by confidentiality or statutory obligations of confidentiality.

Implement and maintain appropriate technical and organizational measures for the processing of personal data, which the Client acknowledges as suitable for the purpose of the services.

Promptly refer all data subject requests received to the Client, and assist the Client with appropriate technical and organizational measures to respond to data subject requests for exercising their rights under the POPIA, as necessary.

Assist the Client in ensuring compliance with obligations under the POPIA, taking into account the nature of processing and the information available to 17Twelve PTY Ltd.

Retain personal data in accordance with the retention periods set out in 17Twelve PTY Ltd’s Privacy Notice.

Make available necessary information to demonstrate compliance with the obligations under POPIA and allow audits, inspections, and reviews, subject to certain conditions, including a 7-day prior notice of an audit or inspection, and reasonable costs for providing information and contributing to the audits.

Take reasonable steps to ensure the reliability of individuals accessing personal data, ensuring that access is limited to those who need it for the performance of the contract.

Notify the Client promptly (and if possible, within 24 hours) upon becoming aware of a personal data breach affecting personal data processed on behalf of the Client, providing sufficient information for the Client to meet their obligations to report or inform data subjects.

The Client grants 17Twelve PTY Ltd permission to engage sub-processors for the processing of personal data. 17Twelve PTY Ltd will inform the Client before transferring personal data to a new sub-processor, and the Client has 7 calendar days to object. If the Client objects, and no agreement is reached within a reasonable time, the Client has the right to terminate these Terms, with a notice period determined by the Client, without prejudice to other legal or contractual remedies. During the notice period, 17Twelve PTY Ltd will not transfer any personal data to the sub-processor.

17Twelve PTY Ltd will enter into written agreements with all sub-processors on terms similar to those of these Terms. 17Twelve PTY Ltd will remain primarily liable to the Client for the performance or non-performance of the sub-processors’ obligations. Upon the Client’s request, 17Twelve PTY Ltd will provide information regarding sub-processors, including their name, address, and processing activities.

17Twelve PTY Ltd will not transfer personal data processed on behalf of the Client to a country outside South Africa that is not recognized by the relevant South African authorities as having adequate protection unless the transfer is legally authorized under Data Protection Law.

13. Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (Word or Google Docs delivered via USB drive, e-mail, or FTP) and that all photographs and other graphics will be provided physically in high-quality print suitable for scanning or electronically in .gif, .jpeg, .png, or .tiff format. Although every reasonable attempt shall be made by 17Twelve PTY Ltd to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.

14. Design Credit and Marketing

A link to 17Twelve PTY Ltd will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than ZAR 5000, a fixed fee of ZAR 500 will be applied.

The Client agrees that the website developed for the Client may be presented in 17Twelve PTY Ltd’s portfolio, and hereby grants 17Twelve PTY Ltd a worldwide, perpetual, non-exclusive license to use its name, logo, and branding for advertising, marketing, and promotional activities.

15. Third Party Servers

17Twelve PTY Ltd designs and tests websites to work on its own servers and cannot guarantee correct functionality if the Client wishes to use a third-party server. In the event that the Client is using a third-party server, it is the responsibility of the Client and any third-party host to ensure that the server is compatible with the website. 17Twelve PTY Ltd will assist the Client in configuring the server if this is required. However, this may be subject to additional charges.

If the Client’s website is to be installed on a third-party server, 17Twelve PTY Ltd must be granted temporary read/write access to the Client’s storage directories, which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

16. Post-Placement Alterations

In the event that the Client wishes to make alterations to the website once installed, the Client agrees to give 17Twelve PTY Ltd the opportunity to quote to provide such alterations. There is no obligation on the Client to accept the quote provided by 17Twelve PTY Ltd.

17Twelve PTY Ltd cannot accept responsibility for any alterations caused by the Client or a third party occurring to the website once installed. Such alterations include, but are not limited to, additions, modifications, or deletions.

17. Domain Names

17Twelve PTY Ltd may purchase domain names on behalf of the Client. Payment in relation to, and renewal of, those domain names is the responsibility of the Client. The loss, cancellation, or otherwise of the domain brought about by non- or late payment is not the responsibility of 17Twelve PTY Ltd. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

18. Third Party Products and Services

Any third-party software or services which 17Twelve PTY Ltd agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such third-party software and services is included in the Charges payable pursuant to clause 1.

19. General

These Terms constitute the entire agreement between the parties and supersede all previous representations, promises, assurances, warranties, understandings, and agreements between them, whether written or oral, relating to their subject matter.

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to 17Twelve PTY Ltd. Notices to 17Twelve PTY Ltd shall be sent to the email address or address set out.

20. Liability

Nothing in these Terms shall operate to exclude or limit either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.

17Twelve PTY Ltd shall not be liable under or in connection with these Terms or any collateral contract for any:
(a) loss of revenue;
(b) loss of actual or anticipated profits;
(c) loss of contracts;
(d) loss of business;
(e) loss of opportunity;
(f) loss of goodwill or reputation;
(g) loss of, damage to or corruption of data;
(h) any indirect or consequential loss;
(i) loss or damage caused by any inaccuracy, omission, delay, or error, whether as a result of negligence or other cause in the production of the website; or
(j) loss or damage to the Client’s artwork/photos supplied for the website, whether as a result of negligence or otherwise.

The entire liability of 17Twelve PTY Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

21. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable valid, legal, and enforceable provision, which comes closest to the intention of the parties underlying the original provision.

22. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of South Africa.