Terms & Conditions — WebistryDesk

These Terms and Conditions ("Terms") constitute a legally binding agreement between WebistryDesk ("Provider", "we", "us") and the client ("Client", "you") for the supply of web development, design, hosting, maintenance and related digital services ("Services"). By engaging WebistryDesk for Services or paying any invoice for Services, the Client accepts and agrees to be bound by these Terms.

1. Parties, Definitions and Scope

1.1 Parties. WebistryDesk (trading name) — Provider. Client — the person or entity engaging the Provider.

1.2 Definitions.

• Deliverables: code, designs, assets, documentation and other outputs produced by Provider under these Terms.
• Confidential Information: non-public business, technical, or financial information disclosed by either party.
• IP: intellectual property rights, including copyrights, trademarks, design rights, moral rights and database rights.

2. Services, Proposals and Changes

Work will be performed in accordance with the project proposal and/or Statement of Work (SOW). The SOW sets out deliverables, timelines, milestones, fees and acceptance criteria.

3. Fees, Invoicing & Payment

Fees are set out in the SOW or proposal. Default payment terms: 50% deposit on project commencement, 40% on delivery of the main deliverables, 10% on final acceptance. All invoices are payable within 14 days unless otherwise agreed.

4. Intellectual Property

Provider retains ownership of its pre-existing IP, tools, frameworks and libraries. Upon full payment, Provider assigns to Client ownership of bespoke Deliverables created under the SOW, except for Provider pre-existing IP and third-party licensed materials.

5. Client Responsibilities

Client will provide timely access to people, information, approvals, and ensure provided content is licensed and lawful.

6. Warranties and Acceptance

Provider warrants Services will be performed with reasonable skill and care. Deliverables are subject to Client acceptance testing as set out in the SOW.

7. Limitation of Liability and Indemnities

Provider's aggregate liability is limited to the fees paid for the relevant SOW in the prior 12 months. Provider is not liable for indirect or consequential damages.

8. Confidentiality

Each party will keep the other's Confidential Information confidential for five (5) years after termination unless otherwise required by law.

9. Data Protection & Privacy

Provider will comply with POPIA and GDPR where applicable and implement appropriate technical and organisational measures.

10. Term, Suspension and Termination

These Terms commence on the Effective Date and continue until terminated per the SOW or these Terms. Provider may suspend services for material breach.

11. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control.

12. Dispute Resolution and Governing Law

Parties will attempt to negotiate in good faith. If that fails, mediation in South Africa followed by arbitration (AFSA) is agreed. Governing law: Republic of South Africa.

13. Notices

Notices must be in writing and delivered by email or registered post.

14. Assignment and Subcontracting

Provider may subcontract work but remains responsible for the subcontractor's performance.

15. Third-Party Services & Open Source

Where Services integrate third-party platforms or open-source software, Client must comply with third-party terms.

16. Entire Agreement and Severability

These Terms and the SOW constitute the entire agreement.

17. Marketing and References

Provider may list Client as a client unless Client reasonably objects in writing.

18. Contact Details

Email: info@webistrydesk.com
Address: [Insert registered address]

19. Legal Review

These Terms are a template and should be reviewed by a qualified lawyer.