Last Updated: 2023-06-27

TERMS AND CONDITIONS

These Terms and Conditions are an agreement between Expand Digital Pty Ltd., (“Expand” or “us” or “our” or “we”) and you (“User” or “the client” or “customer” or “you” or “your”). This Agreement sets forth the terms and conditions of Web Design/Building/Retainer packages made available by Expand Digital Pty Ltd. (collectively, the “Services”).

The Client desires to retain Expand as an independent contractor to perform various web design and web development (the “Services”). Expand is ready, willing and able to undertake the Services and agrees to do so under the terms and conditions set forth in this Agreement.

The charges for the Services are defined in the quotation (or “proposal”) that you receive from Expand and are valid for 30 calendar days.  Expand reserves the right to alter a quotation/proposal or decline to provide the Services after expiry of the 30 days.

Accordingly, the parties agree as follows:

1. Quotations/Proposals

1. The charges for the Services are defined in the quotation that you receive from Expand and on acceptance of the quotation, you agree to be bound by this Agreement/these Terms and Conditions.  
2. The quotation is valid for 30 calendar days and Expand reserves the right to alter a quotation or decline to provide the Services after expiry of the 30 days.
3. All quotations include a detailed scope of work and the client agrees on accepting the quotation that it has checked the accuracy of the project scope and that if any additional requirements arise after acceptance, the additional work will be added to the final invoice or a separate quote will be created.
4. The Client is aware that no work will commence until the amounts agreed upon are paid to Expand.

2. Appointment and Duration

1. This Agreement comes into effect immediately upon the Client accepting the quotation from Expand and will terminate once the Services have been delivered to the Client by Expand and the Client has paid for such Services in full or on termination of this Agreement and provided for herein.

3. Payment

1. Projects

1. All projects require a 50% deposit upfront before work commences. The final 50% will be due receipt of project completion. Should the client require a payment plan, the final amount can be split into multiple payments as to what Expand agrees upon and is only applicable if stipulated in writing in the quotation before signing acceptance. 
2. Any work requested post project launch in the event that a client is not on a retainer will be billed at an ad hoc rate of R1020 ex VAT  per hour up to the maximum of R4080 ex VAT. Work that will be in excess of the maximum will be quoted for as a separate project.
3. The Client agrees to respond within 10 working days from a request by Expand to provide information or resources to enable Expand to proceed with the Services. Unless otherwise agreed upon, failure by the Client to do so will result in no Services proceeding and a Project re-initiation fee will apply.
4. All project quotations will include hosting for the development environment for up to 6 months commencing from the time of quotation acceptance.  Additional hosting fees will apply thereafter.

2. Retainers

1. The Client shall pay Expand the current monthly fee associated with the Client’s chosen services, prior to the commencement of work by Expand. The current price determined for the level of service is stipulated in the signed quotation.
2. All retainers are billed monthly in advance with payment due on the 1st of every month and this fee will cover the services for that specific month. This is an auto-recurring monthly plan.
3. If the Client initially signs up after the 1st of any given month the amount due for the current month will be charged on the signup date and subsequent payments will be charged on the 1st of every following month. Expand has sole discretion on whether to prorate the initial month of services.
4. Any payments received by Expand are non-refundable. Cancellation does not entitle Client to a refund, pro-rated or otherwise. Upon Client cancellation, Expand will continue to provide services for the period that the final payment covers, and will halt future charges.
5. A minimum of 5 retainer hours (R5100 ex VAT) are required per month.
6. Any billable hours accrued in excess of the Client’s service level maximum, will be billed separately at a rate of R1020 per hour ex VAT. Expand will notify the Client when the maximum is being approached. The Client can choose to cease work until the Web Management/Retainer plan renews the following month to avoid overage charges.
7. The Client is aware that they are required to use their retainer hours in the full calendar month for which they are valid, failing which the allocated time is lost. Unused hours do not carry over to the next month.

4. Client responsibilities

1. The Client agrees to respond within 10 working days from a request by Expand to provide information or resources to enable Expand to proceed with the Services.  Failure by the Client to do so will result in no Services proceeding and a Project re-initiation fee will apply.
2. The Client acknowledges that the accuracy of all information supplied to Expand is their sole responsibility and that Expand shall not be held responsible and shall not be held liable for the results of Services performed based on inaccurate, incomplete or untruthful information furnished by the Client.
3. All project quotations that require site mapping include a site mapping phase of 1 month for projects between 1 – 8 pages and 2 months for longer projects. The Client agrees to complete and sign off the sitemap included in the project quotation timeously.
4. Should all content not be provided by the Client and final sign off is given, Expand reserves the right to charge an additional site mapping fee in order to accommodate the additional time.
5. Client undertakes to provide Expand with an initial and last round of feedback within 5 working days of receiving the sandbox (“development” or ”staging site”) for review.
6. The Client acknowledges and agrees that subject to its prior approval, the Client is responsible to cover the costs for any of the following expenses necessary in completion of the Services:

1.  Software Licence Fees
2.  Code Licences
3.  Plugins
4.  or any other miscellaneous asset required to complete the project

7. Although Expand will endeavour to do its utmost to check the site, the Client undertakes to quality check their site and ensure that all aspects such as contact form submissions, payments, links, redirects etc are working.
8. After site Launch, the Client acknowledges that it is their responsibility to report any bugs or issues within 1 week of the site going live. Thereafter, resolving any issues will be treated as a separate project and billed separately.
9. The client agrees that should Expand not be able to complete a project in 1 year due to delays caused by the Client, an additional 10% of the project value will be added to the final invoice for each additional 6 months that the project remains incomplete.
10. The Client acknowledges that once the project is completed, any additional update requests will be billed at an ad hoc development rate of R1020 ex VAT per hour up to the value of R4080 ex VAT. Any ad hoc requests that will be over that amount will be quoted for first unless the Client requests to move onto a monthly retainer as set out in the section above.
11. In respect of a retainer, the Client acknowledges that it is their responsibility to timeously provide any assets or information required by Expand to complete the work no later than 48 working hours before an intended launch time. This is also applicable to all ad hoc work requested by Expand that may not fall within a retainer.

5. Expand Responsibilities

1. Expand shall perform and complete the Services and the tasks to the best of its ability but only those that Expand deems related and necessary. Expand holds the sole discretion over what specific tasks fall within the scope of the Services.
2. Expand undertakes:-

1. that the quotation will include full and accurate details for full transparency.
2. to amend and communicate any amendments to scope and pricing before the client signs off and any further unforeseen amendments.
3. Inform clients if additional requests are out of scope. 
4. Be transparent with pricing for additional services required. 
5. Request resources from the Client timeously and communicate timelines for resources required from client. 
6. Inform the Client of what will be required from them. 
7. Clearly communicate any upcoming additional site mapping fees before they apply. 
8. to communicate should required apps, plugins or assets required to complete the project have additional charges. 
9. to ensure that all technical elements of the website are functioning correctly and all aspects of the scope are met to the best of our ability. 
10. to resolve any issues or bugs reported by the client within one week of site launch, should this require additional time - Expand will communicate. 
11. to communicate project closure, next steps and billing with the Client. 
12. to  execute on any requests under the value of R4080 ex VAT and provide an invoice after work is completed and to communicate a quote should any ad hoc requests exceed that. 
13. to communicate the need for a retainer should it be required and to make the appropriate recommendations. 
14. to invoice the Client timeously
15. to allocate retainer time to the Client’s account
16. to communicate with the Client should any requests be out of scope of the retainer and/or retainer time be insufficient for work requested.

6. Ownership of Assets

1. All copyright, title and interest in and to any document produced, content created, system developed or process designed, devised or modified by Expand in the course of performing the Services shall vest exclusively in Expand and shall remain so vested during and after termination of this Agreement.
2. All of the Client’s assets, files and images, once a project is completed and paid for, will belong to the Client.
3. Any licenses supplied by Expand in order to build, host or run the site will not belong to the Client. Should the Client decide to choose another provider the Client will need to repurchase these licenses.

7. Cancellation

1. In the event that a client cancels a project, the deposit will be non refundable and any work done to date will be deleted, unless another agreement has been reached and recorded in writing.
2. If the Client wishes to cancel a retainer, the Client is required to send an email request to accounts@expand.agency. Cancellation requests must be received prior to the 1st of the month.
3. Any payments received by Expand are non-refundable. Cancellation does not entitle Client to a refund, pro-rated or otherwise, of fees already paid, even for the month in which the cancellation occurred. Upon Client cancellation, Expand will continue to provide services for the period that the last payment received covers, and will halt future charges.

1. For example, if a Client submits a cancellation request on January 15th, the Services will cease as of February 1st. The Client will not be charged for February, however the January 1st payment is not partially or fully refundable. Expand would continue to provide the Services through January 31st, after which the agreement would cease.

8. Late Payment

1. Late payments by the Client shall be subject to late penalty fees of 2% per month from the due date until the amount is paid.
2. If a quotation is accepted and the initial deposit payment is not paid within 30 days, Expand reserves the right to close the project and reissue a new quotation.
3. Expand reserves the right to revoke access to or remove websites should the client not settle their accounts timeously.

9. Changes in Project Scope

1. Changes in scope require the mutual agreement of both parties.

10. Confidentiality

1. Expand and the Client will discuss and exchange certain information related to business, products, applications, design, systems, components, technologies and other sensitive information items, which the parties hereto consider highly confidential and proprietary.
2. During the term of this Agreement, Expand will use reasonable care to prevent the unauthorized use or dissemination of Customer’s confidential information. Reasonable care means at least the same degree of care Expand uses to protect its own confidential information from unauthorized disclosure.
3. Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in writing delivered to Expand within 15 days of disclosure.
4. Confidential information does not include information that:

1. Expand knew before the Client disclosed it
2. is or becomes public knowledge through no fault of Expand
3. Expand obtains from sources other than the Client who owe no duty of confidentiality to the Client
4. or that Expand independently develops.

11. Warranties and Indemnities

1. Expand expressly warrants that no portion of the Website contains or will contain any protection feature designed to prevent its use. This includes, without limitation, any computer virus, worm, Website lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the Client’s Website or computer system.
2. Expand warrants that the Website shall be compatible with modern and up-to-date web browsers.
3. In no event shall Expand be liable to the Client for lost profits/revenue or special or consequential damages, even if Expand has been advised of the possibility of such damages.
4. Expand’s total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Expand by Customer under this Agreement.
5. Expand shall not be liable for any claim or demand made against the Client by any third party.
6. The Client hereby indemnifies Expand against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit arising out of the Services provided under this Agreement. Expand shall promptly notify the Client in writing of any third party claim or suit and the client shall have the right to fully control the defence and any settlement of such claim or suit.

12. Intellectual Property Infringement Claims

1. Expand represents, BUT DOES NOT WARRANT, that to the best of its knowledge the Website delivered to the Client under this Agreement will not infringe any valid and existing intellectual property right of any third party.
2. The Client agrees to indemnify and hold harmless Expand against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Website at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.
3. The Client hereby indemnifies and keeps Expand indemnified against any claim for infringement of intellectual property rights regarding any information given by you to Expand and against all costs, expenses and damages Expand may incur or become liable for due to such infringement.

13. Termination of Agreement

1. Each party shall have the right to terminate this Agreement by written notice to the other subject to the provisions of clauses above.

14. Expand an Independent Contractor

1. Expand is an independent contractor, and neither Expand nor Expand’s staff is, or shall be deemed, the Client’s employees. In its capacity as an independent contractor, Expand agrees and represents, and Client agrees, as follows:

1. Expand has the right to perform services for others during the term of this Agreement.
2. Expand has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
3. Expand has the right to perform the services required by this Agreement at any place or location and at such times as Expand may determine.
4. Expand will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that in the unlikely event that Expand’s work must be performed on or with the Client’s computer or existing system.
5. The services required by this Agreement shall be performed by Expand, or Expand’s staff, and the Client shall not be required to hire, supervise or pay any assistants to help Expand.
6. Expand is responsible for paying all ordinary and necessary expenses of its staff.
7. Neither Expand nor Expand’s staff shall be required to devote full-time to the performance of the services required by this Agreement.

15. Disputes

1. Should any dispute arise between the Parties (“Dispute”) concerning the interpretation of this Agreement, or which relates to rights or obligations under this Agreement or any matter arising out of this Agreement in respect of a mechanism for the resolution of which is not provided for elsewhere in this Agreement, the Parties shall endeavour to resolve the Dispute by negotiation.
2. This shall entail one of the Parties inviting the other in writing to meet and to attempt to resolve the Dispute within 10 working days.
3. If the Dispute has not been resolved by such negotiation within 10 working days then the Parties or any one of them shall submit the Dispute to mediation to be administered by the Arbitration Foundation of Southern Africa (“AFSA”), upon such terms as agreed between the Parties and the secretariat of AFSA. The result of the mediation shall be the conclusion of a written settlement between the Parties, countersigned by the mediator, or failing that, a written recommendation by the mediator.
4. The written recommendation of the mediator shall become final and binding within 10 working days of delivery thereof to the Parties, unless any of the Parties disputes the mediator’s recommendation by written notice to the other Parties within the aforesaid 10 working day period, in which event the Dispute shall be referred to arbitration in accordance with the provisions below.
5. Failing agreement as referred to above or in the event of either of the Parties furnishing a notice of dispute of within 10 working days of the mediator’s recommendation as envisaged above, the Dispute shall be submitted to arbitration by either party for final resolution in accordance with the rules of AFSA by an arbitrator appointed by AFSA, whose decision shall be final and binding.
6. Unless otherwise agreed in writing by all the Parties, any such mediation or arbitration shall be held at a venue as agreed between the parties.
7. Any written settlement agreement, undisputed mediator’s written recommendation or arbitrator’s award may be made an order of the High Court.
8. Notwithstanding anything to the contrary contained in this clause 15, any party shall be entitled to apply for, and if successful, be granted, an interdict or other interim and/or urgent relief from any competent Court having jurisdiction. For the purposes of this clause and for the purposes of having any settlement, undisputed mediator’s recommendation or arbitrator’s award made an order of Court, each of the Parties hereby submits themselves to the High Court.
9. An undisputed mediator’s recommendation and an arbitrator’s award shall not be capable of appeal or review, and shall be final and binding.

16. General Provisions

1. This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence.
2. Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
3. This Agreement will be governed by the laws of South Africa.
4. All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:

1. When delivered personally to the recipient’s address OR
2. When sent by email to the email address of the recipient known to the party giving notice.
3. Notice is effective by close of business on the next business day after delivery by hand or transmission of the email.

5. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

17. Subject to Other Terms of Service

1. By entering into this agreement, the Client is also subject to Expand’s General Terms of Service.

18. Changes to the Agreement

1. You can review the most current version of this agreement at any time at this page.
2. Expand reserves the right, at our sole discretion, to update, change or replace any part of this agreement by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
3. the Client will be notified of any material changes to this agreement.

19. Contact Information

1. Questions about the Terms of Service should be sent to us at accounts@expand.agency

20. Third Party Servers

1. Should the application and/or website require hosting:

1. Our preferred hosting supplier is Yousemble
2. Expand cannot guarantee correct functionality if the Client wishes to use a third-party server. In the event that the Client is using a third-party server, it is the responsibility of the Client and any third party host to ensure that the server is compatible with the website. Expand will assist the Client to load the website files onto the server if this is required. However, this may be subject to additional charges.
3. If the Client’s website is to be installed on a third-party server, Expand must be granted temporary access to that server, domain and DNS. Depending on the specific nature of the project, other resources might also need to be configured on the server.