Terms and Conditions of Service Effective Date: [Insert Date]

 

These Terms and Conditions (“Terms”) govern your access to and use of the website [Insert Website URL] (the “Platform”) and the services provided by [Company Name] (Pty) Ltd (registration number [Insert Registration Number], registered address [Insert Registered Address], “we”, “us” or “our”).

By accessing the Platform, creating an account, requesting a quote, or engaging us for any Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

 

1. Definitions

1.1 “Client” or “you” means the individual or entity using the Platform or engaging our Services. 1.2 “Services” means the Project / Construction Management, Product Development, and Data Analysis services described in clause 3. 1.3 “Deliverables” means the final outputs, reports, designs, prototypes, schedules, analyses, or other materials we provide to you as part of a project. 1.4 “Quote” means our written quotation for Services, which forms part of the agreement once accepted. 1.5 “Personal Information” has the meaning given in section 1 of the Protection of Personal Information Act 4 of 2013 (POPIA).

2. Account Registration and Platform Use

2.1 You must create an account to request quotes, upload materials, or engage us for Services. You agree to provide accurate, current, and complete information and to keep it updated. 2.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. 2.3 We reserve the right to suspend or terminate your account at any time if we reasonably believe you have breached these Terms. 2.4 The Platform is provided “as is” for browsing services and managing projects. We do not guarantee uninterrupted access or error-free operation.

3. Description of Services and Service Standards

3.1 We offer three core service lines: (a) Project / Construction Management: planning, scheduling, cost control, site coordination, regulatory compliance, and project delivery; (b) Product Development: ideation, design, prototyping, testing, iteration, and full product lifecycle support; and (c) Data Analysis: data collection, processing, visualisation, predictive analytics, business intelligence, and related consulting.

3.2 All Services are performed on a professional-services basis. We will use reasonable skill, care, and diligence consistent with industry standards in South Africa.

3.3 We will agree with you in writing (via Quote or separate statement of work) the scope, timeline, and deliverables for each project. Any changes must be documented in a written variation signed by both parties.

4. Client Responsibilities and Obligations

4.1 You must: (a) provide timely access to premises, personnel, data, documents, and approvals reasonably required by us; (b) ensure that all information and materials you supply are accurate, complete, and do not infringe third-party rights; (c) comply with all applicable laws, including health and safety legislation when we work on your site; and (d) obtain any necessary third-party consents, licences, or permits before we commence work.

4.2 For Project / Construction Management, you remain responsible for site safety, security, and compliance with all building and occupational health regulations unless expressly agreed otherwise in the Quote.

4.3 You acknowledge that project outcomes depend on your timely cooperation, accurate information, and prompt decision-making. Delays caused by you may result in additional fees and extended timelines.

5. Intellectual Property Rights

5.1 Background IP. Each party retains ownership of its pre-existing intellectual property. We grant you a limited, non-exclusive, non-transferable licence to use our background tools, methodologies, and templates solely for the purpose of the project.

5.2 Deliverables. Upon full payment of all fees, we assign to you all right, title, and interest in the Deliverables created specifically for you, subject to clause 5.3.

5.3 We retain ownership of all know-how, methodologies, templates, software code, analytics models, and generic components developed or used in providing the Services (“Our IP”). You receive a perpetual, non-exclusive, royalty-free licence to use Our IP as incorporated in the Deliverables for your internal business purposes only.

5.4 You grant us a royalty-free, worldwide licence to use, reproduce, and modify any materials you provide solely to the extent necessary to deliver the Services.

5.5 You must not reverse-engineer, decompile, or create derivative works from Our IP.

6. Confidentiality and Data Protection

6.1 Each party will keep the other’s confidential information secret and use it only for the purpose of the Services. This obligation survives termination for five (5) years.

6.2 Data Protection – POPIA Compliance We are fully committed to protecting Personal Information in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA), including its eight conditions for the lawful processing of Personal Information. Our processing activities are transparent, lawful, and limited to what is necessary for the Services.

We act in two distinct capacities: (a) As Responsible Party – when we collect and process Personal Information directly through the Platform (for example, account registration details, billing information, or contact data). In this role we determine the purpose and means of processing. (b) As Operator – when you upload or provide Personal Information to us for processing as part of the Services (particularly Data Analysis projects). In this role you remain the Responsible Party and we process the data strictly on your documented instructions.

Our specific POPIA obligations (which apply whether we act as Responsible Party or Operator) are set out in full in the Data Processing Addendum below. This Addendum forms an integral part of these Terms and is legally binding. By uploading any data containing Personal Information or engaging us for Services, you confirm that: (i) you have obtained all necessary consents, permissions, or other lawful bases to provide the data to us; (ii) the data is accurate, relevant, and not excessive for the agreed purpose; and (iii) you will notify us immediately of any changes to the data or withdrawal of consent that affects our processing.

We maintain appropriate technical and organisational security measures (including encryption, access controls, regular audits, and staff training) to protect Personal Information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. In the event of a security breach that compromises Personal Information, we will notify you (and the Information Regulator where required by POPIA) without undue delay.

You may request access to, correction, or deletion of your Personal Information at any time by contacting us at [Insert Contact Email]. We will respond in accordance with POPIA timelines.

7. Project / Construction Management Specific Provisions

7.1 You must provide us with safe and uninterrupted access to the site. You are responsible for all site-specific risks and must maintain adequate insurance. 7.2 Any delay caused by events beyond our reasonable control (including force majeure, late approvals, or your acts or omissions) entitles us to a reasonable extension of time and, where applicable, additional fees. 7.3 Variations to scope must be agreed in writing and may incur additional cost and time.

8. Product Development Specific Provisions

8.1 Prototypes are provided for testing and feedback only. You must review and accept (or reject with written reasons) each milestone Deliverable within the period stated in the Quote. 8.2 We allow up to [Insert Number] rounds of reasonable revisions at no extra cost. Additional revisions will be quoted separately. 8.3 Acceptance occurs when you sign off in writing or fail to provide feedback within the agreed review period. Risk and title in physical prototypes pass to you upon delivery.

9. Payments, Invoicing, Refunds and Cancellation

9.1 Fees are set out in the Quote and are exclusive of VAT. We may require a deposit before commencing work. 9.2 Invoices are payable within [Insert Days, e.g. 14] days of issue. Late payment attracts interest at the rate prescribed under the Prescribed Rate of Interest Act. 9.3 We may suspend Services if any invoice remains unpaid for more than [Insert Days] days. 9.4 Cancellation or termination by you before completion will result in payment of all work performed to date plus reasonable termination costs. 9.5 Because Services are customised and performed on a time-and-materials or fixed-fee basis, refunds are not provided except where required by law.

10. Warranties, Disclaimers and Limitation of Liability

10.1 We warrant that the Services will be performed with reasonable skill and care. All other warranties are excluded to the maximum extent permitted by law. 10.2 We do not warrant that the Services or Deliverables will achieve any specific commercial outcome, meet your unstated requirements, or be error-free. 10.3 Our total aggregate liability to you under or in connection with these Terms or any project will not exceed the total fees actually paid by you for the relevant Services in the preceding twelve (12) months. 10.4 We are not liable for indirect, consequential, or special losses (including loss of profit, data, or business opportunity).

11. Indemnification

You agree to indemnify, defend, and hold us harmless from and against any claims, losses, damages, or expenses (including legal fees) arising from: (a) your breach of these Terms; (b) any materials or data you supply; (c) your use of the Deliverables; or (d) any site-related claims in Project / Construction Management.

12. Termination and Suspension

12.1 Either party may terminate a project or these Terms immediately by written notice if the other party commits a material breach and fails to remedy it within 14 days. 12.2 We may suspend Services immediately if you fail to pay any amount due or breach clauses 4, 5 or 6. 12.3 Upon termination, you must pay for all Services performed up to the termination date.

13. Governing Law and Dispute Resolution

13.1 These Terms are governed by the laws of the Republic of South Africa. 13.2 Any dispute arising out of or in connection with these Terms or any project will be subject to the exclusive jurisdiction of the courts of Johannesburg, South Africa. 13.3 Before commencing litigation, the parties agree to attempt resolution through good-faith negotiation or mediation.

14. General Provisions

14.1 Entire Agreement. These Terms (together with the accepted Quote, Privacy Policy, and Data Processing Addendum) constitute the entire agreement between the parties and supersede all prior understandings. 14.2 Severability. If any provision is held invalid, the remainder remains in full force. 14.3 No Waiver. Failure to enforce any right does not constitute a waiver. 14.4 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control (including acts of God, war, pandemic, strike, or government regulation). 14.5 Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or successor. 14.6 Notices. All notices must be in writing to the contact details provided on the Platform or in the Quote. 14.7 Amendments. We may update these Terms by posting the revised version on the Platform. Continued use after the effective date constitutes acceptance.

Data Processing Addendum (POPIA) This Addendum forms part of the Terms and Conditions and applies to all processing of Personal Information by us.

 

Definitions

 

All POPIA-defined terms used in this Addendum have the meanings given in section 1 of POPIA. “Processing” includes any operation or activity on Personal Information whether or not by automatic means.

 

Roles and Responsibilities

2.1 Where you provide Personal Information to us for inclusion in Data Analysis Services or any other project Deliverables, you are the Responsible Party and we are the Operator. We will process the Personal Information only on your documented instructions (including instructions given through the Platform or in the Quote) and for the sole purpose of delivering the agreed Services.

2.2 Where we collect Personal Information directly from you via the Platform (e.g., account or billing data), we are the Responsible Party and will process it in accordance with our Privacy Policy.

 

Lawful Processing

We will comply with all eight conditions of lawful processing under POPIA at all times. Processing will be: (a) carried out only for the explicit, specified purpose set out in the Quote or your instructions; (b) adequate, relevant, and not excessive; (c) accurate and, where necessary, kept up to date; and (d) retained only for as long as necessary to fulfil the purpose or as required by law.

 

Security Safeguards

We implement and maintain appropriate, reasonable technical and organisational measures to protect Personal Information against loss, damage, unauthorised access, or unlawful processing. These measures include (but are not limited to): encryption in transit and at rest, role-based access controls, regular vulnerability assessments, staff confidentiality training, and secure data centres located in South Africa.

 

Sub-Operators

We may appoint sub-operators (sub-processors) only with your prior written consent (which may be given via the Platform or Quote) or where the sub-operator is a group company or established service provider (e.g., cloud hosting). We remain fully liable for any acts or omissions of sub-operators.

 

Data Subject Rights

We will promptly assist you in responding to any request from a data subject exercising their rights under POPIA (access, correction, deletion, objection, etc.). You remain responsible for handling such requests, but we will provide the necessary data or support within 5 business days.

 

Breach Notification

We will notify you in writing within 24 hours of becoming aware of any actual or suspected security breach that compromises Personal Information. The notice will include all information required by section 22 of POPIA. We will cooperate fully with you and the Information Regulator to investigate and remediate the breach.

 

International Transfers

We do not transfer Personal Information outside the Republic of South Africa without your prior written consent and appropriate safeguards (such as binding corporate rules or approved contracts) that meet POPIA requirements.

Return or Deletion of Data On termination of the Services or at your written request, we will either return all Personal Information to you or securely delete it (at your election), except where we are required by law to retain it. We will certify deletion in writing.

Audits You (or your authorised auditor) may audit our compliance with this Addendum once per calendar year on reasonable notice and during business hours. We will provide reasonable assistance at your cost (unless the audit reveals material non-compliance, in which case we bear the cost).

Survival This Addendum survives termination of the Terms or any project for as long as we hold any of your Personal Information.

Privacy Policy Our full Privacy Policy is available at [Insert Link to Privacy Policy] and is incorporated by reference. It explains how we collect, use, and protect Personal Information when we act as Responsible Party.