Terms of Services

NOVO DESIGN (Pty) Ltd – Terms & Conditions

Last updated: [12/09/2025]

1. Definitions & Interpretation

1.1 In these Terms:

• “Company” / “We” / “Us” means Novo Design (Pty) Ltd, registration number [___], address [registered address].
  
  

• “Client” / “You” / “Your” means the person or legal entity contracting with us for services.
  
  

• “Services” means website design, development, custom apps, graphic/video design, SEO, social media, hosting (via WebiSage), domain registration, maintenance, or any package offered.
  
  

• “Deliverables” means design files, code, website, access credentials, graphics, or any output we produce.
  
  

• “Scope of Work” means the description of what we will do, as detailed in a quotation, statement of work or proposal, including timelines, features, and exclusions.
  
  

• “Deposit” means the upfront amount you pay to commence the work (see Payment section).
  
  

• “Final Payment” means the remaining balance due prior to go-live or handover under the scope.
  
  

• “Change Order” means any request by you to alter or expand the Scope of Work after the quote is accepted.
  
  

• “Hosting Services” refers to the WebiSage hosting, server management, bandwidth, domain, etc.
  
  

• “Intellectual Property” means copyrights, trademarks, trade secrets, moral rights, patents, and all analogous rights around the world.
  
  

Interpretation: headings are for convenience and do not affect meaning. The singular includes the plural and vice versa.

2. Acceptance & Quotation Validity

2.1 All quotations are non‑binding until you accept them in writing (e.g. via email).
2.2 Quotations expire in 10 calendar days unless otherwise indicated.
2.3 Upon your acceptance, these T&Cs form the binding contract between you and us, together with the Scope of Work and any Change Orders.
2.4 You warrant that any information you supply (materials, content, logos, image rights, etc.) is lawful and you have rights to use them.

3. Payment, Deposits & Refunds

3.1 A non‑refundable deposit of [percentage, e.g. 30‑50%] of total project cost is payable before work commences.
3.2 The balance (Final Payment) is due upon your approval of the final Deliverables and before go-live or handover.
3.3 If you request changes necessitating a Change Order, we will provide a quote for that change which you must approve before additional work commences.
3.4 Refunds:

• Because creative and custom design are inherently subjective, refunds for design work are generally not permitted once work is underway.
  
  

• If we fail to deliver a service as specified (through no fault of yours) beyond agreed deadlines, we may offer a partial refund or credit (e.g. up to 25% of the affected portion), at our sole discretion, but never more.
  
  

• No refunds will be granted for costs already paid to third‑party vendors, premium plugins, domain registrations, or marketing spend.
  3.5 If you cancel the project mid‑way, we are entitled to payment for all work performed up to cancellation (on a pro rata basis). You shall pay that amount plus any outstanding fees, then we will hand over access credentials or transfer the work to you.
  3.6 Ownership of Deliverables:
  
  

• We retain ownership of all work, files, sketches, drafts, etc. until Final Payment is made in full.
  
  

• Upon full payment, we assign to you all Intellectual Property rights in the Deliverables (except for third‑party components).
  
  

• We reserve the right to use non‑confidential parts of your site or design in our portfolio, unless you specifically opt out in writing.
  
  

4. Scope, Timeline & Revisions

4.1 Timelines are estimates and depend on timely feedback, content, and approvals from you.
4.2 If you delay providing materials (text, images, access), we may extend timelines accordingly or invoice you for idle time (at e.g. R550/hr or another rate).
4.3 We provide [number] hours of revisions after acceptance of initial design. Further revisions are billed at our hourly rate.
4.4 Any changes that materially alter the Scope of Work must be handled via Change Orders, with new pricing and timeline.
4.5 Projects paused by you for more than 30 calendar days may be re‑scoped or billed for resumption.

5. Hosting, Maintenance & Support

5.1 Hosting is provided via WebiSage under WebiSage’s Terms & Conditions (you must also accept those).
5.2 We act as your agent in interfacing with WebiSage but do not guarantee WebiSage’s uptime, security, or data retention beyond what their service-level agreement (SLA) states.
5.3 Security & Updates: You are responsible for keeping plugins, themes, and scripts up-to-date. We offer maintenance packages (at extra cost) to manage updates, backups, and security.
5.4 Hacking, malware, or data loss caused by external vulnerabilities (e.g. your credentials, weak password, external code) are your responsibility; we will assist remedying them at our standard fees.
5.5 After 30 calendar days post-launch, any new features, changes or bug fixes not covered in initial scope are billable.

6. Warranties, Disclaimers & Limitations of Liability

6.1 We warrant we will perform the Services with reasonable skill, care, and professional diligence.
6.2 Except as explicitly stated, we make no warranties (express or implied) of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted service.
6.3 We are not liable for any indirect, incidental, punitive or consequential damages (loss of profits, business interruption, reputation, data loss), even if advised of possibility.
6.4 Our total liability to you (in contract, delict, or otherwise) shall not exceed the total fees you have paid for that particular project or Service.
6.5 You agree to indemnify and hold us harmless against any claims, losses, damages, costs (including attorney’s fees) arising from your breach of these Terms, your content, or third-party claims against your website.

7. Intellectual Property & Third‑Party Components

7.1 You guarantee you own or have cleared rights for any content you supply (images, text, logos).
7.2 For third‑party software, plugins, stock images, fonts, APIs, etc., you accept any associated licensing terms; we only pass along licenses to you where allowed.
7.3 We may use open-source or licensed code in your Deliverables; such code remains under its original license.
7.4 You grant us a non-exclusive, worldwide, perpetual license to use your name, logo, and website in our marketing portfolio unless you request otherwise in writing.

8. Confidentiality & Non-disclosure

8.1 Each party agrees not to disclose the other party’s confidential information (techniques, pricing, business practices, trade secrets).
8.2 Confidentiality obligations survive termination of this contract.

9. Termination & Suspension

9.1 We may suspend services or terminate if:

• You materially breach these Terms and fail to remedy within [14 days] of notice;
  
  

• You fail to pay any amount when due;
  
  

• Insolvency or bankruptcy events.
  9.2 Upon termination, you pay for all work done to date, plus costs for winding down. We will hand over deliverables per clause 3.5.
  9.3 Survival: clauses on IP, liability, confidentiality, disclaimers, indemnity, etc., survive termination.
  
  

10. Dispute Resolution, Governing Law & Jurisdiction

10.1 These Terms are governed by the laws of South Africa.
10.2 Any dispute or claim arising from or related to these Terms or the Services shall first be attempted to be resolved by mediation, and if unresolved, then by arbitration or courts (your choice) in [city, e.g. Durban or Johannesburg].
10.3 The unsuccessful party pays the costs of mediation/arbitration.
10.4 You waive any objections to venue or personal jurisdiction.

11. Force Majeure

Neither party is liable for delays or failures caused by events beyond their reasonable control (natural disasters, internet outages, acts of government, etc.).

12. Notices

Notices must be in writing (email is acceptable) to the addresses each party provides. Notice is effective upon delivery (if by email) or [X] days after mailing (if by post).

13. Severability, Waiver & Assignment

If any provision is invalid or unenforceable, the remainder remains in full force. A waiver of any right must be in writing. You may not assign your rights without our consent.

14. Entire Agreement

These Terms, the Scope of Work, accepted Change Orders, and your quotation constitute the entire agreement between you and us, superseding all prior agreements.