Terms and Conditions 

These Terms and Conditions (“Agreement”) govern the provision of digital marketing, website development, hosting, software, consulting and related services by Melnick Cyberdesign PTY Ltd t/a WSI Digital (“Consultant”) to you (“Client”). These Terms supplement and form part of any proposal, quotation or statement of work accepted by the Client (“Proposal”).

By signing a Proposal, paying any invoice, or instructing the Consultant to commence work, the Client confirms acceptance of this Agreement.

In the event of any conflict between these Terms and any website terms, proposal or correspondence, these Terms and Conditions shall prevail.

1. Term of Agreement

1.1 Unless otherwise agreed in writing, this Agreement operates on a month-to-month basis.

1.2 Either party may terminate this Agreement by giving written notice in accordance with clause 11 (Cancellation and Notice).

1.3 The Consultant may update these Terms from time to time by providing at least 30 days’ prior written notice. Continued use of services after the effective date constitutes acceptance of the updated Terms.

2. Fees, Invoicing and Payment

2.1 Fees are as set out in the Proposal and are exclusive of VAT, unless expressly stated otherwise.

2.2 Monthly retainer fees are invoiced in advance, typically around the 20th of the month, and are payable by the 1st day of the following month.

2.3 All setup fees, onboarding fees and once-off costs are payable in advance and are non-refundable once work has commenced.

2.4 Where required, a non-refundable deposit (as specified in the Proposal) must be paid before work begins.

2.5 No services will be rendered while an account is in arrears. The Consultant reserves the right to suspend services until payment is received in full.

2.6 The Consultant reserves the right to adjust monthly fees by providing at least 30 days’ prior written notice. In the event of a fee increase, the Client may cancel the Agreement in accordance with clause 11 before the increase takes effect.

3. Search Engine Optimisation (SEO)

3.1 The Consultant does not guarantee any increase in website traffic, leads or search engine rankings. Search engine performance is influenced by factors beyond the Consultant’s control.

3.2 SEO services are invoiced in advance and are payable by the invoice due date.

3.3 The Client remains responsible for the accuracy, legality and compliance of all website content and listings, including Google Business Profiles and directories.

3.4 The Consultant is not responsible for directories, listings or social media profiles created prior to engagement, nor for maintaining such assets after services are terminated.

3.5 No material changes will be made to the Client’s website content without written approval, except where reasonably required for technical implementation or performance of the agreed services.

4. Pay Per Click (PPC) and Online Advertising

4.1 Advertising spend is separate from management fees and remains the Client’s responsibility.

4.2 Preferred payment of advertising platforms (including Google, Meta, LinkedIn and Microsoft) is via the Client’s own credit card. Credit card details will not be stored or accepted via email.

4.3 Where the Consultant pays advertising spend on the Client’s behalf, such spend must be prepaid and cleared in the Consultant’s bank account. No credit will be advanced. An administration fee of 10% of the advertising budget will apply and is payable in advance.

4.4 Initial advertisements will be submitted to the Client for approval. Thereafter, the Consultant may optimise adverts based on performance data.

4.5 The Consultant is not responsible for loss of traffic, leads or revenue arising from advertising platform downtime, suspensions or policy changes.

4.6 All changes to daily or monthly advertising budgets must be confirmed in writing.

4.7 Upon request, the Client may be granted read-only access to advertising accounts. Upon termination, administrator access will be transferred to the Client where applicable.

5. Social Media Marketing

5.1 No social media content will be published without the Client’s written approval.

5.2 The Consultant is not responsible for comments, reviews or messages posted by members of the public on the Client’s social media platforms.

6. Website and Application Development

6.1 Unless otherwise stated, 70% of the project fee is payable upfront to commence development, with the remaining 30% payable upon completion and invoicing.

6.2 Completed websites or applications will not be published or handed over until all outstanding fees are paid in full.

6.3 The quoted project fee includes up to three (3) rounds of design revisions. Additional revisions or scope changes will be billed at the Consultant’s prevailing hourly rate.

6.4 All content (text, images, videos and data) must be provided by the Client before development commences, unless otherwise agreed in writing.

6.5 If no written communication or feedback is received from the Client for a period of 30 days, the project may be deemed complete and the final invoice issued.

6.6 Upon full payment, the Client may request a zipped copy of the website files where applicable.

7. Hosting, Maintenance and SaaS Services

7.1 Hosting, maintenance or SaaS services are provided only where expressly included in the Proposal.

7.2 Where hosting is provided, the Consultant aims to maintain high availability but does not guarantee uninterrupted service.

7.3 The Consultant is not liable for downtime, hacking incidents or service interruptions beyond its reasonable control.

7.4 The Consultant may suspend or terminate hosting services without notice where a website:

• violates applicable law

• distributes spam or malicious software

• materially impacts server performance or other hosted services

7.5 Termination of hosting or SaaS services requires three (3) months’ written notice.

8. Intellectual Property and Licensing

8.1 All templates, frameworks, tools, source code and methodologies developed by the Consultant remain the intellectual property of the Consultant.

8.2 For custom-developed websites paid for in full, the Client receives administrative access and ownership of Client-specific content and branding elements.

8.3 Subscription-based, hosted or SaaS solutions are licensed for use only and confer no ownership rights to the Client.

8.4 The Client warrants that all materials supplied to the Consultant are owned by the Client or used with appropriate permission and indemnifies the Consultant against related third-party claims.

9. Images and Media

9.1 The Client is responsible for providing all images and media required for marketing and development.

9.2 The Consultant accepts no responsibility for the legality or licensing of Client-supplied images.

9.3 Where stock images are required, written approval will be obtained from the Client before purchase.

10. Confidentiality and Data Protection (POPIA)

10.1 Each party agrees to keep confidential all proprietary or sensitive information received from the other.

10.2 Both parties agree to comply with the Protection of Personal Information Act, 2013 (POPIA).

10.3 The Consultant will take reasonable technical and organisational measures to safeguard personal data, but shall not be liable for breaches not caused by its negligence.

11. Cancellation and Notice

11.1 Services are provided on a month-to-month basis unless otherwise agreed.

11.2 Written cancellation notice is required as follows:

• Monthly retainers under R10,000 (ex VAT): 30 days’ notice

• Monthly retainers of R10,000 (ex VAT) or more: three (3) months’ notice

11.3 Fees remain payable in full during the notice period.

11.4 Once-off fees, setup fees and deposits are non-refundable.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, the Consultant shall not be liable for indirect, incidental or consequential damages, including loss of profits or revenue.

12.2 Nothing in this Agreement excludes liability arising from gross negligence, wilful misconduct or statutory obligations.

13. Dispute Resolution

13.1 The parties shall use reasonable efforts to resolve disputes amicably.

13.2 Where a dispute cannot be resolved, the parties may agree to refer the matter to arbitration. This clause does not limit either party’s right to approach a court of competent jurisdiction.

14. Governing Law and Jurisdiction

14.1 This Agreement is governed by the laws of the Republic of South Africa.

14.2 The parties consent to the jurisdiction of the South African courts.

15. General

15.1 This Agreement constitutes the entire agreement between the parties.

15.2 No waiver shall be effective unless recorded in writing.

15.3 If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

Last Updated: May 2023

Updated by: Nicholas Gard