Web Development Agreement

WHEREAS:

1. The Service Provider is a duly registered South African company specialising in the provision of web design, development, hosting, Search Engine Optimisation (SEO), and related digital services.
2. The Client desires to engage the Service Provider for the design, development, hosting, maintenance, and provision of related services, including SEO services, for a website, subject to the terms and conditions herein.
3. The Parties wish to record their agreement in writing to ensure clarity, enforceability, and compliance with applicable South African laws.

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.1 Definitions: In this Agreement, unless the context indicates otherwise, the following words and expressions shall have the meanings assigned to them:

• "Agreement" means this Web Design and Development Services Agreement, including all annexures and schedules, as amended from time to time.
• "Business Day" means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.
• "Confidential Information" means any information, in any form, relating to a Party's business, operations, strategies, services, products, clients, suppliers, trade secrets, know-how, pricing, technology, software, and any other information that is confidential or designated as such by the disclosing Party.
• "Domain Name" means the unique internet address to be registered or used for the Website, which may be registered under the Service Provider's account for management and renewal purposes.
• "Fees" means the amounts payable by the Client to the Service Provider for the Services.
• "Intellectual Property Rights" means all present and future intellectual property rights, whether registered or unregistered, including patents, trademarks, service marks, trade names, designs, copyrights, database rights, software rights, domain names, know-how, trade secrets, and all other intellectual property rights recognised under South African law.
• "Services" means the web design, development, hosting, maintenance, SEO, and other related services to be provided by the Service Provider to the Client under this Agreement.
• "Specifications" means the detailed functional, technical, and design specifications for the Website, as agreed upon in writing by the Parties.
• "Website" means the website to be designed, developed, hosted, and maintained by the Service Provider for the Client under this Agreement, conforming to the Specifications.

2.1 The Service Provider shall provide the Client with web design, development, hosting, maintenance, and SEO services (the "Services") on a yearly basis, renewable under clause 6. The Services include the design, development, hosting, maintenance, and SEO of a mobile-friendly, responsive website customised to the Client's requirements as detailed in Annexure A, subject to this Agreement.

2.2 The Services specifically include:

• Domain Name Registration: The Service Provider shall propose and secure a Domain Name for the Client's Website, subject to availability and registration policies. The Domain Name may be registered under the Service Provider's account for proper management and renewal, but remains subject to this Agreement and any applicable buy-out or transfer conditions.
• Website Design and Development: The Service Provider shall design and develop a visually appealing, user-friendly, and functionally robust Website with modern layouts and interfaces, adhering to responsive design principles and industry best practices.
• Content Creation and Integration: The Service Provider shall integrate content provided by the Client, including text, images, videos, and multimedia elements, into the Website. Original content creation by the Service Provider will be subject to additional charges agreed upon in writing.
• Search Engine Optimisation (SEO): The Service Provider shall incorporate basic SEO principles during Website development to enhance visibility on search engine results pages (SERPs). The Client acknowledges that SEO results depend on third-party algorithms and that rankings cannot be guaranteed.
• E-commerce Functionality (if applicable): If specified in Annexure A, the Service Provider shall incorporate e-commerce functionality, including a secure payment gateway, product catalogue, shopping cart, and order management system, subject to the availability and terms of third-party providers.

3.1 Deposit: Upon signature of this Agreement, the Client shall pay the Service Provider a non-refundable deposit of sixty percent (60%) of the Total Project Fee. The Service Provider is not obliged to commence Services until the deposit is paid in full and cleared in the Service Provider's bank account.

3.2 Website Delivery: The Service Provider may defer the release, launch, or "go-live" of the completed Website until all payments due under this Agreement are paid in full.

3.3 Late Payment: Any amount not paid by the Client on the due date shall bear interest at the legally prescribed rate under applicable South African law. The Service Provider may, in its discretion, suspend Services or disable access to the Website until all outstanding amounts, including interest, are paid in full.

3.4 After-Hours Service: If the Client requests services outside of normal business hours (Monday to Friday, 08h00 to 17h00, and Saturday, 09h00 to 15h00, excluding Sundays and official public holidays), an after-hours charge of R700 per hour will apply. For urgent issues such as website shutdown or security breaches, the Client should contact the Service Provider via email, which will be attended to as soon as reasonably practicable. Other non-urgent after-hours requests will be subject to the R700 after-hours fee.

4.1 Project Timeline: The Service Provider shall endeavour to complete the Website within thirty (30) Business Days from the Commencement Date, subject to the Client's timely cooperation and provision of all necessary materials, content, and approvals. The timeframe is an estimate and not a strict deadline.

4.2 Client Delays: The Client acknowledges that delays in providing necessary materials, content, feedback, or approvals may impact the project timeline. The Service Provider is not responsible for any delays, additional costs, or missed opportunities resulting from the Client's acts or omissions.

4.3 Revisions: The Service Provider shall provide the Client with one (1) round of reasonable revisions during development. Additional revisions are subject to additional charges at the Service Provider's hourly rate, currently R450.00 per hour, or such updated rate as may be communicated by the Service Provider from time to time.

5.1 The Service Provider shall provide ongoing maintenance and support for the Website for the duration of this Agreement, subject to renewal under clause 6.

5.2 Standard Website Maintenance:

For standard websites, maintenance and support include:

• Regular software updates, security patches, and compatibility improvements
• Regular backups of Website files and databases, on a schedule determined by the Service Provider
• Addressing and resolving technical issues or bugs
• Technical support to the Client via email or telephone during normal business hours (Monday to Friday, 08h00 to 17h00, and Saturday, 09h00 to 15h00, excluding Sundays and official public holidays)

5.3 E-commerce Website Maintenance:

For e-commerce websites, maintenance and support include the standard services plus:

• Two (2) hours of complimentary monthly maintenance for product updates
• Adding up to ten (10) new products at no extra cost (with proper materials provided)
• Periodic security checks to help monitor for obvious vulnerabilities
• Reasonable monitoring of payment gateway connectivity (the Service Provider cannot be held liable for third-party gateway outages or failures)

5.4 After-Hours Support: Support requests outside normal business hours will be subject to an after-hours charge of R700 per hour, except for critical issues such as total website downtime or material security breaches.

6.1 Automatic Renewal: This Agreement automatically renews for successive one (1) year periods unless either Party gives written notice to the other of its intention not to renew at least sixty (60) days before the expiry of the then-current term. Where the Consumer Protection Act 68 of 2008 applies, any mandatory renewal or cancellation rights afforded to the Client shall prevail to the extent of any inconsistency.

6.2 Renewal Fee Structure: Upon commencement of each Renewal Term, the Client shall pay the Service Provider a renewal fee based on the following structure:

• 1 to 2 pages: 100% of the initial package price
• 5 to 7 pages: 70% of the initial package price
• More than 7 pages: 50% of the initial package price

6.3 Annual Price Increase: Every year, the price of all packages will increase by 10%. The renewal fee will be calculated based on the increased package price.

6.4 Website Ownership and API Transfer: Each website is built with a proprietary API and framework owned by the Service Provider. If a Client wishes to take full ownership of their website, including the API and underlying framework, a one-time payment of five (5) times the then-current applicable package value is required. The Service Provider shall not be obliged to transfer ownership until full payment is received and cleared.

6.5 Contract Flexibility: The Service Provider does not hold Clients to their contracts if they wish to cancel; however, no refunds shall be due for any payments already made, and any ownership or transfer rights shall be strictly governed by this Agreement, including clause 6.4.

7.1 Termination for Convenience: Either Party may terminate this Agreement for any reason by giving the other Party at least two (2) months' prior written notice, subject always to the Client's obligation to settle all Fees properly due up to the effective date of termination.

7.2 Termination for Breach: Either Party may terminate this Agreement immediately by written notice if the other Party:

• Commits a material breach of any provision and fails to remedy such breach within fourteen (14) days after receiving written notice requiring such remedy; or
• Is placed under liquidation, business rescue, or any analogous proceedings; or
• Engages in any conduct which is materially detrimental to the business, reputation, or interests of the other Party.

7.3 Consequences of Termination:

• The Client shall immediately pay all outstanding Fees due under this Agreement, including any applicable interest and charges.
• In the event of termination for convenience by the Client, the Client is not entitled to any refund of Fees already paid.
• Upon termination and subject to payment of all amounts due, the Service Provider shall provide the Client with reasonable assistance to transfer or export the Client's data and content stored on the Service Provider's servers, at the Service Provider's applicable hourly rates.

8.1 Lawful Use: The Client warrants and undertakes to use the Website strictly for lawful purposes and in compliance with all applicable South African laws and regulations.

8.2 Prohibited Activities: The Client shall not use the Website to engage in, facilitate, or promote any fraudulent, illegal, defamatory, abusive, or harmful activities, including but not limited to distribution of malware, spam, hate speech, or content infringing intellectual property or privacy rights.

8.3 Service Provider's Rights: The Service Provider may, without liability, monitor the Client's Website use to ensure compliance. If the Service Provider reasonably determines that the Client is using the Website unlawfully or in breach of this Agreement, it may suspend or restrict access to the Website, remove offending content, terminate the Agreement, and/or report activities to law enforcement or regulatory bodies.

8.4 Indemnity: The Client indemnifies and holds the Service Provider harmless from all claims, losses, damages, liabilities, costs, and expenses (including legal costs on an attorney-and-own-client scale) arising from the Client's use of the Website or any breach by the Client of this clause 8.

9.1 Confidentiality Obligation: The Service Provider shall treat all Client Confidential Information as strictly confidential and shall not disclose it to any third party without the Client's prior written consent, except where disclosure is required by law, regulation, or court order.

9.2 Security Measures: The Service Provider shall implement and maintain appropriate technical and organisational security measures to protect the Client's Confidential Information against unauthorised access, loss, or damage, taking into account industry practices and proportionality to the nature of the data.

9.3 POPIA Compliance: The Service Provider warrants that it shall at all times, in respect of any personal information processed on behalf of the Client, take appropriate measures consistent with the Protection of Personal Information Act 4 of 2013 (POPIA) and any applicable regulations.

10.1 Payment Method: Payments for the Services shall be made by the Client to the Service Provider by electronic funds transfer (EFT) to the following bank account:

10.2 Payment Due Date: All payments shall be made in South African Rand (ZAR) and are due within seven (7) days of the invoice date, unless otherwise stated in the invoice.

10.3 Client Responsibility: The Client is responsible for ensuring timely payments to avoid any interruption in the provision of the Services. The Service Provider may suspend or limit any or all Services, including access to the Website and email services, in the event of late or non-payment.

11.1 Applicable Law: This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa.

11.2 Dispute Resolution: Both Parties agree to make reasonable efforts to resolve any disputes amicably through good faith negotiations in the first instance.

11.3 Jurisdiction: Subject to any mandatory provisions of South African law relating to consumer disputes, the Parties consent to the exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg, in respect of any dispute arising from or in connection with this Agreement.

12.1 Entire Understanding: This Agreement, including all clauses and annexures, constitutes the entire understanding between the Parties concerning the subject matter and supersedes any prior agreements, proposals, or representations, whether written or oral.

12.2 No Other Representations: No other agreements, promises, warranties, or representations, whether oral or written, not expressly included in this Agreement, are valid or binding on either Party.

13.1 No Liability: Neither Party is liable for any delay or failure in performance to the extent caused by a Force Majeure event, including but not limited to acts of God, natural disasters, pandemic, war, civil unrest, strikes, lock-outs, power failures, network outages, or acts or omissions of third-party service providers beyond the Party's reasonable control.

13.2 Notice: The affected Party shall promptly notify the other Party in writing of the occurrence of a Force Majeure event and its estimated duration, and shall use reasonable efforts to mitigate its effects.

14.1 Service Provider IP: All Intellectual Property Rights in and to the Website's underlying source code, frameworks, templates, APIs, design systems, and any tools, scripts, or modules created or supplied by the Service Provider (whether before or during the term of this Agreement) shall remain the sole and exclusive property of the Service Provider, unless expressly transferred in terms of clause 6.4.

14.2 Licence to Client: Subject to full and timeous payment of all Fees, the Service Provider grants the Client a non-exclusive, non-transferable, limited licence to use the Website for the Client's normal internal business purposes for the duration of this Agreement and any renewal periods.

14.3 Client Content: The Client warrants that it owns, or has obtained all necessary rights, licences, and permissions in respect of all content, data, logos, trademarks, images, videos, and materials supplied to the Service Provider ("Client Content"). The Client indemnifies the Service Provider against any claim that the Client Content infringes the rights of any third party.

14.4 Portfolio Use: The Client grants the Service Provider the right to display the Website (or screenshots thereof) and the Client's name and logo in the Service Provider's portfolio, marketing materials, and case studies, provided that no Confidential Information is disclosed.

15.1 Third-Party Providers: The Services may rely on or integrate with third-party products or services, including but not limited to hosting providers, payment gateways, email delivery platforms, domain registrars, analytics tools, and plugins ("Third-Party Services").

15.2 No Control: The Client acknowledges that the Service Provider does not control the operation, availability, pricing, or policies of Third-Party Services and cannot guarantee their performance or uninterrupted availability.

15.3 Changes and Increases: The Service Provider may pass through to the Client any increases, changes, or additional charges imposed by Third-Party Services. The Client shall be liable for all such charges if the Client elects to continue using those services.

15.4 No Liability for Third-Party Failures: To the maximum extent permitted by law, the Service Provider shall not be liable for any downtime, data loss, transaction failure, or other losses caused by or attributable to Third-Party Services.

16.1 Exclusion of Certain Losses: To the maximum extent permitted by law, the Service Provider shall not be liable to the Client for any indirect, special, consequential, or punitive damages, or for any loss of profits, revenue, business, goodwill, or anticipated savings, whether arising in contract, delict (including negligence), or otherwise.

16.2 Overall Cap: To the maximum extent permitted by law, the total aggregate liability of the Service Provider to the Client for all claims arising out of or in connection with this Agreement (whether in contract, delict, or otherwise) shall not exceed the total Fees actually paid by the Client to the Service Provider under this Agreement during the six (6) months immediately preceding the event giving rise to the claim.

16.3 Non-Excludable Liability: Nothing in this Agreement excludes or limits any liability which cannot be excluded or limited under applicable South African law, including the Consumer Protection Act 68 of 2008 where applicable.

16.4 Client Indemnity:

The Client indemnifies and holds the Service Provider harmless against all claims, losses, damages, liabilities, costs, and expenses (including legal costs on an attorney-and-own-client scale) arising from:

• The Client's breach of this Agreement;
• The Client Content, including any intellectual property or privacy infringement;
• The Client's use of the Website contrary to clause 8 or any applicable law.

17.1 Roles of the Parties: For the purposes of the Protection of Personal Information Act 4 of 2013 (POPIA), the Client is the "Responsible Party" in respect of any personal information collected via the Website, and the Service Provider acts as an "Operator" that processes personal information on the Client's behalf.

17.2 Client Responsibilities: The Client is responsible for ensuring that all personal information submitted to, collected on, or processed through the Website is processed lawfully, that appropriate privacy notices are displayed, and that any necessary consents are obtained from data subjects.

17.3 Operator Obligations: The Service Provider shall:

• Process personal information only in accordance with the Client's lawful instructions and this Agreement;
• Implement appropriate security safeguards to protect personal information against unauthorised access, loss, or damage; and
• Notify the Client without undue delay upon becoming aware of any actual or suspected security compromise relating to such personal information.

17.4 Cross-Border Transfers: The Client acknowledges that hosting and backup services may be provided using servers located outside South Africa. The Client is responsible for ensuring that any cross-border transfers are lawful and compliant with POPIA.

18.1 Electronic Contracts: The Parties agree that this Agreement may be concluded, accepted, and stored by way of electronic means in accordance with the Electronic Communications and Transactions Act 25 of 2002 (ECTA).

18.2 Electronic Signatures: Any form of electronic signature, including scanned signatures, digital signatures, or typed names transmitted by email, which evidences an intention to be bound, shall be valid and binding on the Parties to the extent permitted by ECTA.

18.3 Notices by Email: The Parties agree that formal notices under this Agreement may validly be given by email to the email addresses specified in the Parties' details on page 1, or such other email address as notified in writing from time to time.

19.1 Domicilium: Each Party chooses as its domicilium citandi et executandi (address for legal notices and service of legal process) the physical address stated in its details in this Agreement, or such other address within the Republic of South Africa as it may notify in writing.

19.2 Assignment: The Client may not cede, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Service Provider. The Service Provider may cede or assign its rights and/or obligations to any affiliate or successor-in-title upon written notice to the Client.

19.3 Variation: No amendment or variation of this Agreement shall be of any force or effect unless it is reduced to writing and signed by both Parties (which may include an electronic signature as contemplated in clause 18).

19.4 No Waiver: No relaxation, indulgence, or extension of time granted by the Service Provider shall constitute a waiver of any of its rights, nor shall it prevent the Service Provider from exercising any of its rights in future.

19.5 Severability: If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, such provision shall be severed from the remaining provisions, which shall continue to be valid and enforceable.

Last Modified Date: This Agreement was last modified on August 12, 2025.

Future Amendments: The Service Provider reserves the right to propose updates or modifications to this Agreement, or any part thereof, in writing to reflect changes in technology, industry practices, legal requirements, or service offerings. Any such amendments will be binding once signed or electronically accepted by both Parties.