Website Ink — Terms and Conditions
Last Updated: 7 October 2024
1. Definitions
“Website Ink”, “we”, “us” and “our” means Website Ink and its affiliates, employees and subcontractors. “Client”, “you” and “your” means the contracting customer. “Services” means any website development, design, copywriting, hosting, maintenance, SEO, analytics, digital marketing, paid media management, consulting, and related services supplied by Website Ink. “Agreement” means these Terms together with any accepted proposal/quotation/statement of work (SOW), order form and invoice.
2. Engagement, Scope and Changes
2.1 The accepted proposal/SOW defines scope, deliverables, fees and timelines.
2.2 Items not expressly listed are out of scope.
2.3 Change Requests (additions or rework after approval) will be quoted separately and billed at our then-current rates.
2.4 We may use vetted subcontractors. We remain responsible for performance.
3. Approvals, Revisions and Delivery
3.1 Website and design work include three (3) rounds of revisions unless stated otherwise. Additional revisions are billed at R450/hour or our then-current rate.
3.2 Your written/email approval of a milestone (e.g., designs, copy, staging site) constitutes acceptance of that deliverable.
3.3 On go-live you receive a 10-business-day defect warranty for material bugs introduced by us (not third-party updates, content changes, hosting limits, or platform/policy changes). Bug fixes outside this window are billable.
3.4 Timelines assume timely feedback and content from you. Delays in feedback >5 business days may shift timelines and allow invoicing for work complete to date.
4. Fees, Retainers and Budgets
4.1 Retainers: billed monthly in advance (unless otherwise stated). A 30-day calendar notice applies; retainers remain payable for the full notice period.
4.2 Project fees: staged as specified in the proposal; non-refundable once work commences.
4.3 Paid media budgets (Meta, Google, etc.) must be pre-funded by you. We do not advance spend on our account.
4.4 Controlled overspend can occur due to platform pacing, currency variance, weekend delivery, or previously approved scale-up. Any overspend is invoiced and payable on demand and campaigns remain paused until settled.
4.5 If we purposely overspend to meet a target with your written approval, that amount is due in addition to management fees.
4.6 Unless stated, fees exclude VAT, third-party licences, stock assets, fonts, premium plugins, transaction fees and platform costs.
5. Invoicing and Payment
5.1 Invoices are due on the stated due date, failing which within 7 days of issue. Certain invoices may specify an earlier due date (e.g., 15th of the month) which will apply.
5.2 Non-payment remedies (without further notice) if any amount is overdue:
a) Suspend all Services (development, support, content changes)
b) Pause/stop all paid media for all brands we manage for you, including Nissan Northcliff and Omoda | Jaecoo, until all arrears and any overspend are settled in full
c) Charge interest at prime + 2% p.a., calculated daily and compounded monthly from due date to payment
d) Exercise a developer’s lien: we retain work product, source files, access credentials and deliverables until paid in full
e) Recover full collection costs on an attorney-and-own-client scale, including collection commission, tracing fees and sheriff charges
f) Allocate payments first to interest/costs, then oldest capital, at our discretion
g) Report persistent non-payment to lawful credit information services.
5.3 No set-off: You may not withhold or set off payments against any claim.
5.4 Chargebacks/reversals are a material breach; Services may be terminated and all costs recovered.
5.5 Marketing invoice non-payment: If a marketing invoice (e.g., R10 000) remains unpaid, and/or if an overspend has been invoiced, all paid-for marketing is paused. Ads to generate further leads/sales only resume upon receipt of full payment.
6. Suspension, Notice and Termination
6.1 Either party may terminate on 30 (thirty) calendar days’ written notice. Fees/retainers remain payable during the notice period.
6.2 We may suspend or terminate immediately for non-payment, material breach, unlawful content, platform policy violations, abusive conduct, or security risk.
6.3 On termination, all amounts due become immediately payable. Access, migrations and hand-overs occur only after settlement in full.
6.4 Migration/Hand-over: On request and after settlement, we provide reasonable exports and a single credentials hand-over. Additional migration, documentation or onboarding of a successor agency is billable.
7. Intellectual Property and Licences
7.1 Each party retains ownership of pre-existing IP.
7.2 Work product we create (including funnels, templates, scripts, ad structures, copy frameworks and internal libraries) remains our IP. We grant you a non-exclusive, non-transferable licence to use it for your business during the term, provided your account is in good standing.
7.3 If you wish to purchase ownership of specific assets, request it in writing. Any assignment requires a separate agreement and transfer fee and full settlement of all amounts owed.
7.4 Third-party themes, plugins, fonts, code and stock assets are licensed under their own terms; some are non-transferable.
7.5 Unless you opt out in writing, you grant us the right to credit and showcase your project (non-confidential aspects) in our portfolio and case studies.
8. Hosting, Security and Third-Party Services
8.1 Hosting and email may be provided via Xneelo, Host Africa or other third parties. We do not guarantee 100% uptime and are not liable for outages, data loss, deliverability issues or provider incidents.
8.2 You must maintain strong passwords, MFA, and restrict access to authorised users. We may disable compromised access.
8.3 We may take down or disable any site, page or asset that breaches law, infringes IP, violates platform policies or remains unpaid.
9. SEO, Performance and Advertising Policies
9.1 We do not guarantee rankings, CPCs, CPAs, ROAS or revenue outcomes; these depend on market conditions and platform algorithms.
9.2 You are responsible for your legal, regulatory and platform compliance (e.g., health claims, financial services, gambling, alcohol, adult, CBD/cannabis). We may refuse or suspend campaigns that breach Meta/Google policies or SA law.
10. Meetings, Timeboxing and Communication
10.1 Proposals include a sensible cadence of check-ins. Excess/extended meetings and workshops are billable at standard hourly rates.
10.2 We communicate primarily via email and agreed channels. Support outside business hours is by arrangement and may be billed.
11. Client Responsibilities and Warranties
11.1 You will supply accurate content, brand assets, approvals, disclaimers, legal notices, and timely access to required systems.
11.2 You warrant you have rights to all materials provided and that your instructions and content are lawful and non-infringing.
11.3 You indemnify us against claims, penalties and losses arising from your materials, compliance failures or unlawful instructions.
12. Confidentiality and Data Protection
12.1 Each party must keep the other’s Confidential Information secret and use it only to perform the Agreement.
12.2 We will process personal information in line with POPIA and applicable data laws. A data-processing addendum can be provided on request.
12.3 You are the responsible party for personal information in your systems, stores and ad accounts.
13. Non-Solicitation
For 12 months after the last Service date, you will not solicit or hire our employees or core subcontractors who worked on your account, without our written consent. If you do, you agree to pay a liquidated recruitment fee equal to 25% of the individual’s total annual remuneration.
14. Warranties and Disclaimers
14.1 Except as expressly provided, Services are supplied “as is”. We disclaim implied warranties of merchantability/fitness.
14.2 We make no warranty that Services will be uninterrupted, secure or error-free, or that third-party services will continue unchanged.
15. Limitation of Liability
15.1 To the maximum extent permitted by law, we are not liable for indirect, special, incidental, consequential or punitive damages; loss of profits, revenue, business, data or goodwill.
15.2 Our aggregate liability for all claims is limited to the fees paid by you to Website Ink in the 3 months preceding the event giving rise to the claim.
16. Force Majeure
We are not liable for delay or failure due to events beyond our reasonable control, including platform changes, outages, strikes, load-shedding, network failures, acts of God or government action.
17. Amendments, Notices and Electronic Communications
17.1 We may amend these Terms on written notice. Continued use after the effective date constitutes acceptance.
17.2 Notices must be in writing and delivered by email to addresses on record. Electronic communications are valid under the Electronic Communications and Transactions Act, 2002 (ECTA).
18. Disputes and Governing Law
18.1 Parties will first attempt to resolve disputes amicably within 10 business days.
18.2 Failing resolution, disputes must be referred to arbitration under the rules of the Association of Arbitrators (Southern Africa) NPC. Seat: Johannesburg. Language: English. Urgent interim relief in a competent court is not precluded.
18.3 These Terms are governed by the laws of the Republic of South Africa.
19. General
19.1 Entire Agreement: These Terms plus the proposal/SOW and invoices constitute the entire agreement and supersede prior discussions.
19.2 Severability: If any provision is invalid, the remainder remains enforceable.
19.3 No waiver is effective unless in writing and signed.
19.4 Assignment: You may not cede or assign without our written consent. We may assign to a successor entity.
19.5 Relationship: Independent contractors; no partnership, joint venture or agency is created.
20. Contact
Questions about these Terms: info@websiteink.co.za