1. Definitions & Interpretation
1. Definitions
1.1 In these General Terms and Conditions, unless the context indicates otherwise:
"Agreement" means these General Terms and Conditions together with any quotation, proposal, statement of work, service-specific terms, invoice, subscription agreement, order form, project specification, annexure or amendment incorporated herein.
"Business Day" means any day other than a Saturday, Sunday or public holiday recognised in the Republic of South Africa.
"Client" means any natural person, company, close corporation, trust, partnership, association, non-profit organisation, government body or other legal entity engaging Wicked Web Wizard.
"Confidential Information" means all information disclosed by either party which by its nature would reasonably be considered confidential, including but not limited to business information, technical information, software, source code, databases, financial information, client information, trade secrets and proprietary information.
"Deliverables" means any website, software, application, system, design, graphic, report, document, database, code, configuration, hosting environment, email service or other work product supplied by Wicked Web Wizard.
"Force Majeure Event" means any event beyond the reasonable control of a party including but not limited to acts of God, war, civil unrest, government action, telecommunications failure, internet failure, load shedding, cyber attacks, labour disputes, supplier failures, floods, storms or fire.
"Intellectual Property" means all copyrights, trademarks, patents, designs, trade secrets, software, source code, know-how, methodologies, processes, inventions, databases, documentation and related proprietary rights.
"Services" means all services supplied by Wicked Web Wizard including but not limited to:
- Website Design;
- Website Development;
- Website Hosting;
- Domain Registration;
- Business Email Hosting;
- Website Maintenance;
- Graphic Design;
- E-Commerce Development;
- Custom Software Development;
- SaaS Platforms;
- Mobile Applications;
- Technical Consulting;
- Server Management;
- Hardware Supply and Installation;
- Any related digital, technical or technology service.
"Wicked Web Wizard" means Wicked Web Wizard (Pty) Ltd, Registration Number 2026/471043/07, together with its directors, employees, agents, contractors, subcontractors and successors in title.
2. Interpretation
2.1 Clause headings are for convenience only and shall not affect interpretation.
2.2 Words importing:
- The singular include the plural and vice versa;
- Any gender include all genders;
- Natural persons include legal entities and vice versa.
2.3 Any reference to legislation includes any amendment, replacement or re-enactment thereof.
2.4 Where examples are provided, such examples shall not limit the general application of the relevant clause.
3. Application Of These Terms
3.1 These General Terms and Conditions shall govern every Service supplied by Wicked Web Wizard.
3.2 These Terms shall apply regardless of whether Services are supplied:
- Under quotation;
- Under subscription;
- Under support agreement;
- Under verbal instruction;
- Under written instruction;
- Through ongoing business relationship.
3.3 Acceptance of any quotation, proposal, invoice, subscription, project commencement or use of Services shall constitute acceptance of these Terms.
3.4 Service-specific terms shall supplement these Terms.
3.5 Where a conflict exists between these Terms and service-specific terms, the service-specific terms shall prevail solely in relation to the applicable Service.
3. Fees, Pricing, Billing & Payment
16. Fees And Charges
16.1 The Client shall pay all fees, charges, subscriptions, deposits, milestone payments, usage charges and other amounts due to Wicked Web Wizard.
16.2 Fees may be charged on:
- A fixed-price basis;
- A milestone basis;
- A subscription basis;
- A retainer basis;
- A time-and-materials basis;
- A usage basis;
- Any combination thereof.
16.3 All fees shall be payable in South African Rand unless otherwise agreed in writing.
17. Taxes
17.1 All fees are exclusive of VAT unless expressly stated otherwise.
17.2 The Client shall be responsible for payment of any taxes, duties, levies or government charges applicable to the Services.
17.3 Where VAT becomes payable, the Client shall pay such VAT in addition to the quoted fees.
18. Price Changes
18.1 Wicked Web Wizard reserves the right to amend pricing for:
- Hosting Services;
- Domain Services;
- SaaS Services;
- Support Services;
- Maintenance Services;
- Subscription Services.
18.2 Reasonable notice shall be provided where practicable.
18.3 Continued use of the affected Service shall constitute acceptance of the revised pricing.
19. Third-Party Costs
19.1 The Client shall be responsible for all third-party costs incurred on its behalf including:
- Domain registrations;
- Domain renewals;
- Hosting fees;
- SSL certificates;
- Software licences;
- Plugin licences;
- API fees;
- Payment gateway fees;
- Cloud infrastructure costs;
- Email services.
19.2 Wicked Web Wizard may require advance payment of such costs.
19.3 Third-party costs are generally non-refundable once incurred.
20. Deposits
20.1 Wicked Web Wizard may require a deposit prior to commencement of Services.
20.2 Unless otherwise agreed in writing, website and development projects shall require:
- A seventy percent (70%) deposit before commencement; and
- The remaining thirty percent (30%) upon completion.
20.3 Deposits secure:
- Resource allocation;
- Project scheduling;
- Planning;
- Development capacity.
20.4 Deposits shall become earned upon commencement of work.
21. Milestone Billing
21.1 Wicked Web Wizard may invoice upon completion of milestones.
21.2 Each milestone shall constitute a separate payment event.
21.3 Milestone invoices shall become due immediately upon issue unless otherwise stated.
21.4 Wicked Web Wizard may suspend progression to subsequent milestones until payment has been received.
22. Subscription Services
22.1 Subscription Services shall be billed in advance.
22.2 Subscription periods may be:
- Monthly;
- Quarterly;
- Annually;
- Multi-year.
22.3 Failure to pay a subscription invoice may result in immediate suspension.
23. Invoices
23.1 Invoices may be delivered by:
- Email;
- Client Portal;
- Electronic billing system;
- Any other reasonable electronic means.
23.2 An invoice shall be deemed received upon successful transmission.
23.3 Failure to review or receive an invoice shall not relieve the Client of payment obligations.
24. Payment Terms
24.1 Unless otherwise specified, invoices shall be payable upon presentation.
24.2 Time shall be of the essence regarding payment obligations.
24.3 No deduction, withholding, set-off or counterclaim shall entitle the Client to delay payment.
25. Disputed Invoices
25.1 Any dispute relating to an invoice must be raised in writing within seven (7) calendar days of issue.
25.2 The Client shall identify:
- The disputed amount;
- The reason for dispute;
- Supporting evidence.
25.3 The undisputed portion of any invoice shall remain immediately payable.
25.4 Failure to dispute an invoice within the prescribed period shall constitute acceptance thereof.
26. Overdue Accounts
26.1 Any amount not paid by its due date shall be regarded as overdue.
26.2 Overdue accounts shall automatically attract interest.
26.3 Wicked Web Wizard shall not be required to issue further demand before interest begins accruing.
27. Interest
27.1 Interest shall accrue at a rate equal to the South African Prime Lending Rate plus fifteen percent (15%) per annum.
27.2 Interest shall:
- Accrue daily;
- Be compounded monthly;
- Continue until payment in full.
27.3 Interest shall be recoverable as a debt.
28. Payment Allocation
28.1 Wicked Web Wizard may allocate payments received in the following order:
- Legal costs;
- Collection costs;
- Interest;
- Administrative fees;
- Capital.
28.2 The Client shall have no right to dictate allocation of payments.
29. Credit Control
29.1 Wicked Web Wizard may conduct credit assessments where appropriate.
29.2 The Client consents to reasonable credit verification where permitted by law.
29.3 Wicked Web Wizard reserves the right to:
- Reduce credit terms;
- Require advance payment;
- Require deposits;
- Refuse additional Services.
30. Suspension For Non-Payment
30.1 Wicked Web Wizard may immediately suspend any Service where payment remains outstanding.
30.2 Suspension may include:
- Website hosting;
- Email hosting;
- Domain management;
- SaaS access;
- Development work;
- Technical support;
- Maintenance services;
- Server access.
30.3 Suspension shall not relieve the Client from payment obligations.
31. Withholding Of Deliverables
31.1 Wicked Web Wizard may withhold:
- Source code;
- Files;
- Credentials;
- Documentation;
- Databases;
- Designs;
- Reports;
- Deliverables.
until all outstanding amounts have been paid in full.
31.2 Such withholding shall not constitute a breach by Wicked Web Wizard.
32. Reconnection And Reactivation Fees
32.1 Wicked Web Wizard may charge a reactivation fee following suspension.
32.2 Reactivation shall occur only after:
- Payment of outstanding amounts;
- Payment of accrued interest;
- Payment of applicable reactivation fees.
32.3 Wicked Web Wizard shall not guarantee immediate restoration of Services.
33. Chargebacks
33.1 The Client shall not initiate:
- Chargebacks;
- Card reversals;
- Banking reversals;
- Payment disputes.
without first following the dispute resolution procedure contained in this Agreement.
33.2 Any improper chargeback shall constitute a material breach.
33.3 Wicked Web Wizard may immediately suspend all Services pending resolution.
34. Collection Costs
34.1 The Client shall be liable for all costs incurred by Wicked Web Wizard in recovering outstanding amounts.
34.2 Such costs shall include:
- Collection commission;
- Tracing fees;
- Attorney fees;
- Advocate fees;
- Sheriff fees;
- Court fees.
34.3 Such costs shall be recoverable on the attorney-and-client scale.
35. Certificate Of Indebtedness
35.1 A certificate signed by any director, manager or authorised representative of Wicked Web Wizard shall constitute prima facie proof of:
- The amount owing;
- Outstanding invoices;
- Interest due;
- Costs recoverable.
35.2 Such certificate shall be sufficient for purposes of obtaining:
- Summary judgment;
- Provisional sentence;
- Default judgment;
- Any other competent legal remedy.
36. No Refunds
36.1 The Client acknowledges that Services involve:
- Professional expertise;
- Resource allocation;
- Technical implementation;
- Planning;
- Scheduling;
- Development effort.
36.2 Payments made for Services already performed shall not be refundable.
36.3 Where applicable law requires a refund, such refund shall be limited to amounts paid for Services proven not to have been performed.
36.4 Dissatisfaction, change of mind, change of management, change of business strategy or abandonment of a Project shall not entitle the Client to a refund.
4. Suspension, Service Restrictions & Termination
37. Right To Suspend Services
37.1 Wicked Web Wizard may suspend any Service, in whole or in part, immediately and without liability where:
- Payment remains outstanding;
- The Client breaches this Agreement;
- The Client breaches any applicable law;
- The Client engages in abusive conduct;
- The Client creates legal, operational or reputational risk;
- Wicked Web Wizard reasonably believes suspension is necessary to protect its systems, infrastructure, personnel, business interests or other clients.
37.2 Suspension may occur without prior notice where immediate action is reasonably necessary.
38. Scope Of Suspension
38.1 Suspension may include:
- Website Hosting;
- Email Hosting;
- Domain Management;
- SaaS Access;
- User Accounts;
- API Access;
- Development Services;
- Technical Support;
- Maintenance Services;
- Server Access;
- Cloud Services;
- Any related Service.
38.2 Wicked Web Wizard shall determine the extent of any suspension.
39. Client Conduct
39.1 The Client shall conduct itself professionally and reasonably in all dealings with Wicked Web Wizard.
39.2 The following conduct shall constitute material breach:
- Threatening conduct;
- Harassment;
- Abuse of employees or contractors;
- Defamatory statements;
- Fraudulent conduct;
- Dishonest conduct;
- Repeated unreasonable demands;
- Attempts to coerce work outside agreed scope without payment.
39.3 Wicked Web Wizard may suspend or terminate Services immediately where such conduct occurs.
40. Unlawful Use
40.1 The Client shall not utilise any Service for any unlawful purpose.
40.2 Wicked Web Wizard may immediately suspend or terminate Services where it reasonably believes the Services are being used for:
- Fraud;
- Copyright infringement;
- Trademark infringement;
- Unlawful distribution of content;
- Malware distribution;
- Phishing;
- Spam activities;
- Any unlawful activity.
40.3 Wicked Web Wizard shall not be required to investigate the merits of any allegation prior to taking protective action.
41. Security Risks
41.1 Wicked Web Wizard may suspend Services where:
- A security incident occurs;
- A cyberattack occurs;
- Malware is detected;
- A vulnerability threatens systems;
- Infrastructure stability is at risk.
41.2 Wicked Web Wizard may take any action reasonably necessary to protect its infrastructure.
42. Reputational Risk
42.1 Wicked Web Wizard may suspend or terminate Services where continued association with a Client may reasonably expose Wicked Web Wizard to:
- Reputational harm;
- Regulatory investigation;
- Legal liability;
- Material commercial risk.
42.2 Wicked Web Wizard shall act reasonably in exercising this right.
43. Suspension Pending Investigation
43.1 Wicked Web Wizard may suspend Services while investigating:
- Security incidents;
- Payment disputes;
- Abuse complaints;
- Legal complaints;
- Regulatory complaints.
43.2 Such suspension shall not constitute breach by Wicked Web Wizard.
44. Effect Of Suspension
44.1 During suspension:
- Services may be inaccessible;
- Data may be unavailable;
- Support may be limited;
- Development work may cease.
44.2 Suspension shall not relieve the Client of payment obligations.
44.3 Subscription fees shall continue to accrue during suspension.
45. Client Requested Suspension
45.1 The Client may request suspension of certain Services.
45.2 Wicked Web Wizard may accept or reject such request.
45.3 Applicable fees may continue during the suspension period.
46. Termination By The Client
46.1 The Client may terminate Services by written notice.
46.2 Termination shall not affect:
- Outstanding invoices;
- Accrued interest;
- Existing liabilities;
- Costs already incurred.
46.3 Any notice period applicable to specific Services shall continue to apply.
47. Termination By Wicked Web Wizard
47.1 Wicked Web Wizard may terminate Services immediately where:
- Payment remains outstanding;
- The Client materially breaches this Agreement;
- The Client becomes insolvent;
- The Client enters business rescue;
- The Client is liquidated;
- The Client is sequestrated;
- The Client engages in unlawful conduct;
- The Client engages in abusive conduct;
- Continued provision of Services becomes commercially impractical.
47.2 Wicked Web Wizard may terminate Services by written notice without liability.
48. Insolvency Events
48.1 The following shall constitute insolvency events:
- Liquidation;
- Provisional liquidation;
- Business rescue;
- Judicial management;
- Sequestration;
- Compromise with creditors;
- Acts of insolvency.
48.2 Upon occurrence of any insolvency event, all amounts owing shall immediately become due and payable.
49. Acceleration Of Debt
49.1 Upon termination arising from breach:
- All outstanding invoices;
- All accrued interest;
- All recoverable costs;
shall immediately become due and payable.
49.2 Wicked Web Wizard may immediately institute recovery proceedings.
50. Retention Of Rights
50.1 Termination shall not:
- Waive any rights;
- Extinguish existing debts;
- Prevent recovery of damages;
- Affect accrued obligations.
50.2 All remedies available at law shall remain available.
51. Data Following Termination
51.1 Following termination, Wicked Web Wizard may:
- Restrict access to systems;
- Restrict access to hosting environments;
- Disable accounts;
- Remove access credentials.
51.2 Wicked Web Wizard shall have no obligation to indefinitely retain Client data following termination.
51.3 Data retention periods shall be determined at the sole discretion of Wicked Web Wizard unless otherwise required by law.
52. Removal Of Services
52.1 Following termination Wicked Web Wizard may:
- Remove hosted content;
- Remove email services;
- Remove SaaS access;
- Disable integrations;
- Disable hosted applications.
51.2 Unless otherwise agreed in writing, Wicked Web Wizard may permanently delete Client data at any time after thirty (30) calendar days following termination.
53. Surviving Obligations
53.1 The following obligations shall survive suspension or termination:
- Payment obligations;
- Interest obligations;
- Confidentiality obligations;
- Intellectual Property provisions;
- Indemnities;
- Limitation of Liability provisions;
- Dispute Resolution provisions;
- Legal Enforcement provisions.
54. No Liability For Suspension Or Termination
54.1 To the maximum extent permitted by law, Wicked Web Wizard shall not be liable for:
- Business interruption;
- Loss of profits;
- Loss of revenue;
- Loss of goodwill;
- Loss of data;
- Consequential damages.
arising from lawful suspension or termination exercised under this Agreement.
5. Confidentiality, POPIA, Security & Data Protection
55. Confidentiality
55.1 Each party acknowledges that it may receive Confidential Information belonging to the other party.
55.2 Each party undertakes to:
- Keep Confidential Information confidential;
- Protect Confidential Information using reasonable care;
- Use Confidential Information solely for purposes of performing obligations under this Agreement;
- Not disclose Confidential Information except as permitted under this Agreement.
55.3 Confidential Information shall include, without limitation:
- Business information;
- Financial information;
- Client lists;
- Technical information;
- Software;
- Source code;
- Databases;
- Pricing information;
- Internal processes;
- Trade secrets;
- Security credentials.
56. Exclusions From Confidentiality
56.1 Confidential Information shall not include information which:
- Is publicly available through no breach of this Agreement;
- Was lawfully known prior to disclosure;
- Is independently developed;
- Is lawfully received from a third party.
57. Permitted Disclosure
57.1 A party may disclose Confidential Information:
- Where required by law;
- Pursuant to a court order;
- To professional advisers;
- To employees, contractors or subcontractors who require access for performance of Services.
57.2 Any person receiving Confidential Information under this clause shall remain bound by confidentiality obligations.
58. Duration Of Confidentiality
58.1 Confidentiality obligations shall survive:
- Completion of Services;
- Suspension;
- Cancellation;
- Termination.
58.2 Such obligations shall remain in force for a period of five (5) years following termination, or indefinitely in respect of trade secrets.
59. Protection Of Personal Information
59.1 The parties acknowledge the provisions of the Protection of Personal Information Act, 2013 ("POPIA").
59.2 Where Wicked Web Wizard processes Personal Information on behalf of the Client, such processing shall be performed for purposes reasonably necessary to provide the Services.
59.3 The Client warrants that it possesses all necessary rights and legal authority to provide such Personal Information.
60. Client Responsibility For Personal Information
60.1 The Client shall remain responsible for ensuring that:
- Personal Information is lawfully collected;
- Data subjects have been informed where required;
- Necessary consents have been obtained;
- POPIA obligations have been satisfied.
60.2 Wicked Web Wizard shall not be liable for unlawful collection or disclosure of Personal Information by the Client.
61. Authorised Processing
61.1 The Client authorises Wicked Web Wizard to process Personal Information where reasonably necessary for:
- Service delivery;
- Billing;
- Hosting;
- Technical support;
- Security monitoring;
- Backup services;
- Compliance obligations;
- Communication with the Client.
62. Cross-Border Processing
62.1 Certain Services may utilise infrastructure located outside the Republic of South Africa.
62.2 The Client acknowledges that information may be processed, stored or transmitted outside South Africa where reasonably necessary to provide Services.
62.3 Wicked Web Wizard shall take commercially reasonable steps to utilise reputable service providers.
63. Security Measures
63.1 Wicked Web Wizard shall implement commercially reasonable administrative, technical and organisational measures designed to protect information under its control.
63.2 The Client acknowledges that no system can be guaranteed completely secure.
63.3 Wicked Web Wizard does not warrant:
- Absolute security;
- Immunity from cyber attacks;
- Immunity from hacking attempts;
- Immunity from malware;
- Immunity from data breaches.
64. Client Security Obligations
64.1 The Client shall:
- Protect passwords;
- Maintain secure credentials;
- Use reasonable security practices;
- Notify Wicked Web Wizard of suspected security incidents.
64.2 Wicked Web Wizard shall not be liable for losses resulting from compromised credentials supplied to or controlled by the Client.
65. Security Incidents
65.1 Where a security incident occurs, Wicked Web Wizard may take any action reasonably necessary to:
- Protect systems;
- Protect data;
- Protect infrastructure;
- Protect other clients.
65.2 Such actions may include temporary suspension of Services.
66. Data Breaches
66.1 Wicked Web Wizard shall take commercially reasonable steps to investigate known data breaches affecting systems under its direct control.
66.2 Wicked Web Wizard shall comply with applicable legal notification obligations where required.
66.3 Wicked Web Wizard shall not be liable for breaches caused by:
- Client actions;
- Client negligence;
- Third-party providers;
- Force Majeure Events;
- Criminal conduct by third parties.
67. Backups
67.1 Wicked Web Wizard may provide backup services where specifically included within the applicable Service.
67.2 Unless expressly agreed otherwise in writing, the Client remains solely responsible for maintaining independent backups.
67.3 Wicked Web Wizard makes no guarantee regarding:
- Backup availability;
- Backup completeness;
- Backup recovery success.
68. Data Loss
68.1 The Client acknowledges that data loss may occur despite reasonable precautions.
68.2 To the maximum extent permitted by law, Wicked Web Wizard shall not be liable for loss of:
- Data;
- Emails;
- Databases;
- Website content;
- User information;
- Files;
- Records.
68.3 The Client shall maintain independent copies of all critical information.
69. Data Retention
69.1 Wicked Web Wizard may retain information for purposes including:
- Compliance;
- Security;
- Auditing;
- Billing;
- Legal protection;
- Service administration.
69.2 Retention periods shall be determined by Wicked Web Wizard unless otherwise required by law.
70. Deletion Of Data
70.1 Following suspension, cancellation or termination, Wicked Web Wizard may delete data after a reasonable retention period.
70.2 Wicked Web Wizard shall have no obligation to indefinitely store Client data.
70.3 The Client is responsible for retrieving any data prior to termination where required.
70.4 Unless otherwise agreed in writing, Wicked Web Wizard may permanently delete Client data thirty (30) calendar days after suspension, cancellation or termination.
71. Logging And Monitoring
71.1 Wicked Web Wizard may maintain:
- Server logs;
- Access logs;
- Security logs;
- Audit logs;
- Application logs;
- Support records.
71.2 Such records may be used for:
- Security;
- Compliance;
- Diagnostics;
- Performance monitoring;
- Legal proceedings.
72. Communication Records
72.1 Wicked Web Wizard may retain records of:
- Emails;
- Support tickets;
- WhatsApp communications;
- Project communications;
- Telephone records where lawful.
72.2 Such records may be relied upon as evidence of communications between the parties.
73. Disclaimer Of Security Warranties
73.1 Except as expressly required by law, Wicked Web Wizard provides Services on an "as is" and "as available" basis.
73.2 Wicked Web Wizard does not warrant:
- Continuous availability;
- Continuous security;
- Continuous access;
- Continuous integrity of third-party systems.
74. Survival
74.1 The provisions of this Section shall survive:
- Suspension;
- Completion;
- Cancellation;
- Termination.
74.2 Such provisions shall remain enforceable to the extent necessary to protect Confidential Information, Personal Information and the legitimate interests of the parties.
6. Intellectual Property, Third-Party Services & Licensing
75. Ownership Of Intellectual Property
75.1 All Intellectual Property owned, created, developed, licensed, acquired, configured, modified or supplied by Wicked Web Wizard shall remain the exclusive property of Wicked Web Wizard unless expressly transferred in writing.
75.2 No ownership, assignment or transfer of Intellectual Property shall occur by implication.
75.3 Payment for Services shall not, by itself, transfer ownership of Intellectual Property.
76. Wicked Web Wizard Intellectual Property
76.1 The following shall remain the exclusive property of Wicked Web Wizard:
- Software;
- Source Code;
- SaaS Platforms;
- Frameworks;
- Libraries;
- Templates;
- Development Tools;
- Databases;
- Processes;
- Methodologies;
- Systems;
- Workflows;
- Utility Functions;
- Reusable Components;
- Internal Documentation;
- Trade Secrets;
- Know-How.
76.2 The Client acquires no ownership rights in such Intellectual Property unless expressly agreed in writing.
77. Client Content
77.1 Ownership of Client-supplied content shall remain vested in the Client.
77.2 The Client grants Wicked Web Wizard a royalty-free, non-exclusive licence to use such content solely for purposes of providing the Services.
77.3 The Client warrants that it possesses all necessary rights to grant such licence.
77.4 The Client indemnifies Wicked Web Wizard against any claims arising from Client content.
78. Licences Granted To Clients
78.1 Where applicable, Wicked Web Wizard may grant the Client a licence to use Deliverables.
78.2 Unless otherwise agreed in writing, such licence shall be:
- Non-exclusive;
- Non-transferable;
- Revocable upon breach;
- Limited to the agreed purpose.
78.3 The Client may not:
- Resell;
- Redistribute;
- Repackage;
- Reverse engineer;
- Sub-license;
- Commercially exploit;
any Intellectual Property belonging to Wicked Web Wizard without written consent.
79. Software Licensing
79.1 Any software supplied by Wicked Web Wizard shall be licensed and not sold unless expressly agreed otherwise.
79.2 The Client acquires only the rights expressly granted under the applicable licence.
79.3 All rights not expressly granted remain reserved.
80. SaaS Services
80.1 Access to SaaS Services constitutes a limited licence to access and use the relevant platform.
80.2 No ownership rights shall transfer to the Client.
80.3 Wicked Web Wizard may:
- Modify;
- Upgrade;
- Improve;
- Replace;
- Retire;
any SaaS Service at its discretion.
80.4 The Client shall not attempt to:
- Copy;
- Replicate;
- Clone;
- Decompile;
- Reverse engineer;
any SaaS platform.
80.5 Any data generated through use of a SaaS Service shall remain the property of the Client, subject to Wicked Web Wizard's rights in the underlying platform, software, databases, analytics, methodologies and Intellectual Property.
81. Third-Party Software
81.1 Wicked Web Wizard may utilise third-party software, plugins, APIs, themes, libraries, frameworks and related technologies.
81.2 Ownership of such software remains vested in the respective owners.
81.3 The Client shall comply with all applicable third-party licence requirements.
81.4 Wicked Web Wizard shall not be liable for:
- Licence changes;
- Price increases;
- Service discontinuation;
- Functionality changes;
- Vendor decisions.
82. Third-Party Services
82.1 Wicked Web Wizard may provide Services dependent upon third-party providers including:
- Hosting providers;
- Domain registrars;
- Cloud infrastructure providers;
- Payment gateways;
- Email service providers;
- SMS providers;
- Software vendors;
- API providers;
- Telecommunications providers.
82.2 Wicked Web Wizard acts as an intermediary only where applicable.
82.3 Third-party providers may impose their own terms and conditions.
82.4 The Client agrees to comply with such terms where required.
83. Domain Names
83.1 Domain registrations remain subject to the rules and requirements of the applicable registrar and registry.
83.2 Wicked Web Wizard does not guarantee:
- Domain availability;
- Domain approval;
- Domain renewal;
- Continued domain ownership.
83.3 The Client remains responsible for ensuring domain renewal fees are paid.
84. Hosting Services
84.1 Hosting services are provided on a commercially reasonable basis.
84.2 Wicked Web Wizard does not warrant uninterrupted availability.
84.3 Maintenance windows, upgrades, outages and third-party failures may affect availability.
84.4 Service interruptions shall not constitute breach where reasonably unavoidable.
85. Email Services
85.1 Email services may be affected by:
- Spam filtering;
- Blacklisting;
- Third-party restrictions;
- Internet conditions.
85.2 Wicked Web Wizard shall not guarantee delivery of any email message.
85.3 The Client remains responsible for compliance with anti-spam legislation.
86. Open-Source Software
86.1 Certain Deliverables may incorporate open-source software.
86.2 Such software remains subject to its applicable licence terms.
86.3 Wicked Web Wizard shall not be liable for obligations arising under third-party open-source licences.
87. Third-Party Content
87.1 Wicked Web Wizard shall not be responsible for content provided by third parties.
87.2 The Client assumes all risks associated with reliance upon third-party content.
88. Intellectual Property Infringement Claims
88.1 The Client shall promptly notify Wicked Web Wizard of any claim alleging infringement.
88.2 Wicked Web Wizard may elect to:
- Modify the Deliverable;
- Replace the Deliverable;
- Obtain a licence;
- Remove the allegedly infringing component.
88.3 Such actions shall constitute full satisfaction of Wicked Web Wizard's obligations regarding such claim.
89. Reservation Of Rights
89.1 All rights not expressly granted are reserved by Wicked Web Wizard.
89.2 No implied licence shall arise from:
- Payment;
- Use of Services;
- Delivery of Deliverables;
- Access to systems.
90. Portfolio Rights
90.1 Wicked Web Wizard may display completed work within:
- Portfolios;
- Websites;
- Marketing materials;
- Presentations;
- Social media;
- Promotional materials.
90.2 Such use shall be limited to demonstrating work performed.
91. Attribution Rights
91.1 Wicked Web Wizard may include reasonable attribution within Deliverables.
91.2 Removal of attribution without consent may constitute infringement of Wicked Web Wizard's rights.
92. Survival
92.1 All Intellectual Property rights shall survive:
- Completion;
- Cancellation;
- Suspension;
- Termination.
92.2 The provisions of this Section shall remain enforceable indefinitely.
7. Warranties, Liability, Indemnities & Limitation of Liability
93. Services Provided "As Is"
93.1 Except where expressly provided otherwise in writing, all Services are provided on an "as is" and "as available" basis.
93.2 The Client acknowledges that technology services inherently involve risks, limitations, interruptions and dependencies beyond the control of Wicked Web Wizard.
93.3 Wicked Web Wizard does not warrant that Services will:
- Be uninterrupted;
- Be error-free;
- Be completely secure;
- Meet every subjective expectation of the Client;
- Be compatible with all future technologies;
- Remain available indefinitely.
94. Limited Warranties
94.1 Wicked Web Wizard warrants only that:
- Services shall be performed with commercially reasonable skill and care;
- Personnel performing Services shall possess reasonable competence appropriate to the Services;
- Services shall substantially conform to the applicable specification where one exists.
94.2 No warranty shall apply beyond those expressly stated in this Agreement.
95. Disclaimer Of Implied Warranties
95.1 To the maximum extent permitted by law, all implied warranties, representations and conditions are excluded.
95.2 This includes any implied warranty regarding:
- Merchantability;
- Fitness for a particular purpose;
- Continuous availability;
- Commercial success;
- Business performance;
- Non-infringement.
96. No Guarantee Of Business Results
96.1 Wicked Web Wizard does not guarantee:
- Sales;
- Revenue;
- Donations;
- Fundraising success;
- Business growth;
- Search rankings;
- Lead generation;
- Conversion rates;
- Profitability;
- User engagement;
- Market adoption.
96.2 The Client acknowledges that such outcomes depend on numerous factors outside the control of Wicked Web Wizard.
97. No Guarantee Of Third-Party Performance
97.1 Wicked Web Wizard shall not be liable for failures caused by:
- Hosting providers;
- Domain registrars;
- Cloud providers;
- Payment gateways;
- Email providers;
- Telecommunications providers;
- Software vendors;
- API providers;
- Government systems.
97.2 Failures by such providers shall not constitute a breach by Wicked Web Wizard.
98. Client Indemnity
98.1 The Client indemnifies and holds harmless Wicked Web Wizard, its directors, employees, agents, contractors and representatives against any claim, action, liability, loss, cost or expense arising from:
- Client content;
- Client instructions;
- Client supplied materials;
- Intellectual property infringement by the Client;
- Regulatory non-compliance by the Client;
- Misuse of Services;
- Unlawful activities conducted by the Client;
- Breach of this Agreement by the Client.
98.2 This indemnity includes legal costs on the attorney-and-client scale.
99. Third-Party Claims
99.1 Where a third party asserts a claim arising from the Client's conduct, content, instructions or activities, the Client shall indemnify Wicked Web Wizard against all resulting losses.
99.2 Wicked Web Wizard may assume control of its defence and recover all associated costs from the Client.
100. Exclusion Of Indirect Damages
100.1 To the maximum extent permitted by law, Wicked Web Wizard shall not be liable for:
- Indirect damages;
- Consequential damages;
- Special damages;
- Incidental damages;
- Punitive damages.
100.2 This exclusion shall apply regardless of the legal basis of the claim.
101. Exclusion Of Business Losses
101.1 Wicked Web Wizard shall not be liable for:
- Loss of profits;
- Loss of revenue;
- Loss of contracts;
- Loss of goodwill;
- Loss of opportunity;
- Loss of anticipated savings;
- Business interruption;
- Reputational damage.
102. Exclusion Of Data Losses
102.1 Wicked Web Wizard shall not be liable for:
- Loss of data;
- Corruption of data;
- Loss of emails;
- Database loss;
- Loss of backups;
- Loss of records.
102.2 The Client remains responsible for maintaining independent backups.
103. Liability Cap
103.1 To the maximum extent permitted by law, the total aggregate liability of Wicked Web Wizard arising from or relating to the Agreement shall not exceed the greater of:
- The amount paid by the Client to Wicked Web Wizard during the three (3) months immediately preceding the event giving rise to the claim; or
- The total fees paid for the specific Service giving rise to the claim.
103.2 The limitation contained in this clause shall apply collectively to all claims.
104. Multiple Claims
104.1 Multiple claims arising from substantially the same facts shall be treated as a single claim for purposes of calculating liability.
105. Client-Supplied Specifications
105.1 Wicked Web Wizard shall not be liable for outcomes resulting from specifications supplied by the Client.
105.2 Where Wicked Web Wizard develops Deliverables substantially consistent with Client specifications, such Deliverables shall be deemed compliant.
105.3 The Client assumes responsibility for the adequacy and suitability of its specifications.
106. Content Liability
106.1 Wicked Web Wizard shall not be liable for inaccuracies, omissions or legal issues arising from Client supplied content.
106.2 The Client remains solely responsible for all content published through the Services.
107. Security Disclaimer
107.1 No technology system can be guaranteed completely secure.
107.2 Wicked Web Wizard shall not be liable for losses arising from:
- Cyber attacks;
- Malware;
- Phishing;
- Ransomware;
- Unauthorised access;
- Criminal conduct by third parties.
108. Force Majeure Liability Exclusion
108.1 Wicked Web Wizard shall not be liable for any delay or failure caused by a Force Majeure Event.
108.2 Time periods shall automatically extend for the duration of such event.
109. Mitigation Of Loss
109.1 The Client shall take all reasonable steps to mitigate any loss or damage.
109.2 Wicked Web Wizard shall not be liable for losses which could reasonably have been avoided.
110. Exclusive Remedies
110.1 Where a defect exists, Wicked Web Wizard may elect to:
- Correct the defect;
- Provide a workaround;
- Replace the affected component;
- Refund the amount paid for the affected Service.
110.2 Such remedy shall constitute the Client's exclusive remedy.
110.3 The Client acknowledges that correction, replacement, workaround or refund of the affected Service shall constitute full and final satisfaction of any claim relating to that Service.
111. Time Limit For Claims
111.1 No claim may be brought against Wicked Web Wizard more than twelve (12) months after the event giving rise to the claim.
111.2 Any claim brought after such period shall be permanently barred.
112. Acknowledgement Of Risk Allocation
112.1 The Client acknowledges that:
- The pricing of Services reflects the limitations contained in this Agreement;
- Wicked Web Wizard would not provide Services at the agreed pricing without such limitations;
- The limitations are fair and reasonable in the circumstances.
113. Survival
113.1 All indemnities, exclusions and limitations contained in this Section shall survive:
- Completion;
- Cancellation;
- Suspension;
- Termination.
113.2 Such provisions shall remain enforceable indefinitely to the extent permitted by law.
8. Dispute Resolution, Legal Enforcement & General Legal Provisions
114. Electronic Communications
114.1 The Client acknowledges that Wicked Web Wizard conducts business electronically.
114.2 The Client agrees that communications transmitted by:
- Email;
- WhatsApp;
- SMS;
- Support Ticket Systems;
- Project Portals;
- Client Portals;
- Electronic Signature Platforms;
- Other electronic means.
shall be valid and binding communications between the parties.
114.3 Electronic communications shall be admissible as evidence in any legal proceedings.
115. Electronic Acceptance
115.1 The Client acknowledges that acceptance may occur electronically.
115.2 Acceptance may include:
- Clicking an acceptance button;
- Payment of an invoice;
- Acceptance by email;
- Acceptance by WhatsApp;
- Requesting work to commence;
- Use of a Service;
- Continued use of a Service.
115.3 Electronic acceptance shall have the same legal effect as a handwritten signature.
116. Evidence Of Performance
116.1 The following shall constitute prima facie evidence of performance by Wicked Web Wizard:
- Emails;
- WhatsApp messages;
- Support tickets;
- Uploaded files;
- Screenshots;
- Screen recordings;
- Server logs;
- Deployment logs;
- Audit logs;
- Client portal records;
- Project portal records;
- Git repositories;
- Hosting records;
- Billing records.
116.2 Such records may be relied upon in any mediation, arbitration or court proceeding.
117. Evidence Of Acceptance
117.1 The following shall constitute evidence of Client acceptance:
- Written approval;
- Payment of invoices;
- Instruction to proceed;
- Continued use of Services;
- Expiry of review periods;
- Acceptance by silence;
- Use of Deliverables.
117.2 The Client may not deny acceptance where objective evidence of acceptance exists.
118. Certificate Of Indebtedness
118.1 A certificate signed by any director, manager or authorised representative of Wicked Web Wizard shall constitute prima facie proof of:
- Amounts owing;
- Outstanding invoices;
- Interest accrued;
- Recoverable costs.
118.2 Such certificate shall be sufficient for purposes of:
- Summary judgment;
- Default judgment;
- Debt recovery proceedings;
- Provisional sentence proceedings;
- Any competent legal remedy.
119. Dispute Notice
119.1 Any dispute shall first be reduced to writing.
119.2 The dispute notice shall:
- Identify the alleged issue;
- Specify the alleged breach;
- Provide supporting evidence;
- Specify the remedy sought.
119.3 No legal proceedings may be commenced until this procedure has been followed except where urgent relief is required.
120. Good Faith Negotiation
120.1 The parties shall attempt to resolve disputes through good faith negotiation.
120.2 Such negotiations shall continue for a period of at least fourteen (14) Business Days following receipt of a dispute notice.
120.3 During negotiations, both parties shall act reasonably and cooperatively.
121. Mediation
121.1 Where negotiations fail, either party may propose mediation.
121.2 Mediation shall take place within the Republic of South Africa.
121.3 Unless otherwise agreed:
- Each party shall bear its own costs;
- Mediation costs shall be shared equally.
121.4 Nothing in this clause obliges Wicked Web Wizard to delay urgent legal action.
122. Legal Proceedings
122.1 Where disputes remain unresolved, either party may institute legal proceedings.
122.2 Wicked Web Wizard may institute proceedings in:
- The Magistrates' Court;
- The Regional Court;
- The High Court of South Africa.
at its sole election.
123. Jurisdiction
123.1 This Agreement shall be governed exclusively by the laws of the Republic of South Africa.
123.2 The Client consents to the jurisdiction of any court of competent jurisdiction within the Republic of South Africa.
123.3 Nothing contained herein shall prevent Wicked Web Wizard from instituting proceedings in any court having lawful jurisdiction.
124. Legal Costs
124.1 Should Wicked Web Wizard be required to enforce any right under this Agreement, the Client shall be liable for:
- Attorney fees;
- Advocate fees;
- Collection costs;
- Tracing fees;
- Sheriff fees;
- Court costs.
124.2 Such costs shall be recoverable on the attorney-and-client scale.
125. Domicilium
125.1 The Client selects as its domicilium citandi et executandi:
- The physical address supplied to Wicked Web Wizard;
- The email address supplied to Wicked Web Wizard.
125.2 Any notice delivered to such address shall be deemed properly delivered.
125.3 The Client shall notify Wicked Web Wizard in writing of any change to such address.
126. Notices
126.1 Notices may be delivered by:
- Email;
- Registered mail;
- Courier;
- Personal delivery;
- Client Portal.
126.2 Notices transmitted electronically shall be deemed received on the first Business Day following transmission.
127. Waiver
127.1 No failure or delay by Wicked Web Wizard in exercising any right shall constitute a waiver of that right.
127.2 Any waiver shall be effective only if:
- Reduced to writing;
- Signed by a director of Wicked Web Wizard.
128. Severability
128.1 Should any provision of this Agreement be found invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.
128.2 The invalid provision shall be replaced by a lawful provision reflecting the original commercial intention as closely as possible.
129. Assignment
129.1 The Client may not assign, transfer, delegate or otherwise dispose of any rights or obligations arising from this Agreement without the prior written consent of Wicked Web Wizard.
129.2 Wicked Web Wizard may assign or transfer its rights and obligations to:
- Related entities;
- Successors in title;
- Acquiring entities;
- Business purchasers.
130. Subcontracting
130.1 Wicked Web Wizard may utilise subcontractors, consultants, developers, designers, specialists and service providers to perform Services.
130.2 Wicked Web Wizard shall remain responsible for overall management of the Services.
131. Amendments
131.1 Wicked Web Wizard reserves the right to amend these Terms from time to time.
131.2 Updated Terms shall become effective upon publication on Wicked Web Wizard's website or upon notification to the Client.
131.3 Continued use of Services shall constitute acceptance of amended Terms.
132. Entire Agreement
132.1 This Agreement constitutes the entire agreement between the parties.
132.2 No representation, warranty, promise or undertaking not expressly contained herein shall be binding.
132.3 This Agreement supersedes all prior discussions, negotiations and understandings.
133. Survival
133.1 Any provision which by its nature is intended to survive termination shall survive termination.
133.2 This includes but is not limited to:
- Payment obligations;
- Interest obligations;
- Intellectual Property rights;
- Confidentiality obligations;
- Indemnities;
- Limitation of Liability provisions;
- Dispute Resolution provisions;
- Legal Enforcement provisions.
134. Continuing Effect
134.1 Cancellation, suspension, termination or completion of Services shall not affect:
- Existing rights;
- Existing obligations;
- Existing liabilities;
- Existing remedies.
134.2 All accrued rights shall remain enforceable.
135. Acknowledgement
135.1 The Client acknowledges that:
- It has read this Agreement;
- It understands this Agreement;
- It has had an opportunity to obtain independent legal advice;
- It voluntarily agrees to be bound by this Agreement.
135.2 The Client further acknowledges that these Terms are reasonable and necessary to enable Wicked Web Wizard to provide Services on a commercially viable basis.
End Of General Terms & Conditions
Wicked Web Wizard (Pty) Ltd
Registration Number: 2026/471043/07
Republic of South Africa, Kariega, Eastern Cape