Website Design & Development Terms

1. Definitions & Engagement

1. Definitions

For purposes of these Website Design & Development Terms and Conditions, the following words shall have the meanings assigned to them below unless the context indicates otherwise:

1.1 "Agreement" means these Website Design & Development Terms and Conditions, together with the General Terms and Conditions of Wicked Web Wizard (Pty) Ltd, any quotation, proposal, statement of work, project specification, invoice, written amendment, annexure or other document incorporated by reference.

1.2 "Business Day" means any day other than a Saturday, Sunday or public holiday recognised in the Republic of South Africa.

1.3 "Client" means the individual, company, close corporation, trust, partnership, organisation, association or other legal entity engaging Wicked Web Wizard to provide Services.

1.4 "Deliverables" means any website, webpage, design, graphic, logo, user interface, wireframe, prototype, application, source code, database, document, report, integration, software component or other work product produced by Wicked Web Wizard.

1.5 "Development Environment" means any test server, staging environment, development server, review portal, demonstration platform, quality assurance environment or temporary deployment utilised during the development process.

1.6 "Intellectual Property" means all copyrights, trademarks, patents, designs, trade secrets, know-how, software, source code, methodologies, frameworks, systems, databases, documentation, processes, inventions and related proprietary rights.

1.7 "Milestone" means a defined project phase, deliverable, stage, approval point, payment event or completion event identified within a quotation, proposal, statement of work or project plan.

1.8 "Project" means the website, web application, software solution, e-commerce platform, mobile application, SaaS platform, system integration or other development work undertaken by Wicked Web Wizard.

1.9 "Project Materials" means all content, images, videos, text, branding assets, documents, specifications, credentials, instructions, information and materials supplied by the Client.

1.10 "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 Platform Development;
• Mobile Application Development;
• Technical Consulting;
• Server Management;
• Hardware Supply and Installation;
• Any related digital or technical services.

1.11 "Specification" means any project brief, quotation, proposal, PDF document, drawing, wireframe, concept, written instruction, screenshot, example website, email instruction, WhatsApp communication or other document describing project requirements.

1.12 "Wicked Web Wizard" means Wicked Web Wizard (Pty) Ltd, Registration Number 2026/471043/07, together with its directors, employees, contractors, subcontractors, representatives and successors in title.

2. Application of These Terms

2.1 These Terms shall govern every Project, Service, quotation, proposal, engagement, subscription, development project and support arrangement entered into between Wicked Web Wizard and the Client.

2.2 These Terms shall apply whether the Client:

• Accepts a quotation;
• Signs a proposal;
• Makes payment;
• Requests commencement of work;
• Accesses a development environment;
• Utilises any Service supplied by Wicked Web Wizard.

2.3 Acceptance of any quotation, proposal or invoice shall constitute acceptance of these Terms in full.

2.4 No terms supplied by the Client shall be binding upon Wicked Web Wizard unless expressly accepted in writing by a director of Wicked Web Wizard.

2. Scope, Design & Development

8. Project Scope

8.1 Wicked Web Wizard shall perform the Services described in the applicable quotation, proposal, statement of work, project specification or written agreement.

8.2 Unless expressly included within the accepted scope, no obligation shall exist to provide:

• Additional pages;
• Additional functionality;
• Additional integrations;
• Additional content creation;
• Additional revisions;
• Search engine optimisation;
• Marketing services;
• Training;
• Ongoing maintenance;
• Additional support.

8.3 Any work requested outside the agreed scope shall constitute Additional Work.

8.4 Wicked Web Wizard reserves the sole right to determine whether requested work falls within or outside the agreed scope.

9. Change Requests

9.1 Any request which:

• Changes approved work;
• Expands requirements;
• Introduces new functionality;
• Alters project objectives;
• Requires redevelopment;
• Requires additional integrations;
• Requires substantial modification of approved work;

shall constitute a Change Request.

9.2 Wicked Web Wizard may:

• Issue a revised quotation;
• Adjust timelines;
• Require written approval;
• Suspend affected work pending approval.

9.3 No Change Request shall be binding upon Wicked Web Wizard unless accepted in writing.

10. Design Services

10.1 Design Services may include:

• Concepts;
• Wireframes;
• Mockups;
• User Interface Designs;
• Layouts;
• Graphics;
• Visual Concepts;
• Branding Elements.

10.2 The Client acknowledges that design involves subjective preference and opinion.

10.3 Wicked Web Wizard shall exercise commercially reasonable skill, care and diligence consistent with accepted industry standards.

10.4 Wicked Web Wizard does not guarantee that every design concept will align with the personal preferences of every stakeholder, employee, director, consultant, donor, investor, member or representative of the Client.

11. Subjective Satisfaction

11.1 The Client acknowledges that:

• Colours;
• Typography;
• Layouts;
• Styling;
• Branding direction;
• User experience;
• Visual appearance;

are inherently subjective.

11.2 A claim that a Deliverable is:

• Unattractive;
• Unappealing;
• Not preferred;
• Different from later preferences;

shall not constitute defective performance.

11.3 Personal preference shall not be used as grounds for alleging breach, cancellation or non-payment.

12. Design Approval

12.1 Any design approved by the Client shall be deemed accepted.

12.2 Approval may occur through:

• Email;
• WhatsApp;
• Written communication;
• Project portal approval;
• Verbal approval subsequently acted upon;
• Acceptance by silence in accordance with these Terms.

12.3 Once approved:

• The design shall be deemed complete;
• The associated milestone shall be closed;
• Further redesign shall constitute Additional Work.

12.4 Previously approved work may not subsequently be rejected solely because:

• The Client changed its preferences;
• Management changed;
• Stakeholders changed;
• Business strategy changed;
• Internal disagreements arose.

13. Revision Limits

13.1 Unless otherwise specified in writing, the Project shall include:

• Two (2) rounds of design revisions;
• Two (2) rounds of development revisions.

13.2 A revision means modification of existing work.

13.3 A revision does not include:

• Redesign;
• Redevelopment;
• New functionality;
• New requirements;
• New concepts.

13.4 Additional revisions shall be billed at Wicked Web Wizard's prevailing hourly rate.

14. Development Services

14.1 Wicked Web Wizard shall perform development work using commercially reasonable standards and accepted development practices.

14.2 Development may include:

• Front-end development;
• Back-end development;
• Database implementation;
• E-commerce functionality;
• Integrations;
• API connections;
• Mobile responsiveness;
• Custom functionality.

14.3 Wicked Web Wizard reserves discretion regarding coding methodologies, software architecture, frameworks and implementation techniques.

15. Functional Equivalence

15.1 The Client acknowledges that software may be implemented in numerous technically acceptable ways.

15.2 Deliverables shall be deemed compliant where they achieve substantially equivalent functionality to the agreed requirements.

15.3 Minor differences in:

• Layout;
• Workflow;
• Navigation;
• Structure;
• User interaction;
• Technical implementation.

shall not constitute defective performance.

15.4 Wicked Web Wizard shall not be required to reproduce third-party websites, applications or examples identically.

16. Third-Party Dependencies

16.1 Projects may rely upon third-party products and services including:

• Hosting providers;
• Registrars;
• Payment gateways;
• Plugins;
• APIs;
• Software vendors;
• Social media platforms;
• AI services.

16.2 Wicked Web Wizard shall not be liable for:

• Service interruptions;
• Feature changes;
• API modifications;
• Third-party outages;
• Discontinuation of services;
• Pricing changes.

16.3 Delays caused by third parties shall automatically extend project timelines.

17. Browser Compatibility

17.1 Wicked Web Wizard shall make commercially reasonable efforts to ensure compatibility with current major browsers.

17.2 Identical appearance and functionality across all browsers, devices and operating systems is not guaranteed.

17.3 Minor visual differences shall not constitute a defect.

18. Mobile Responsiveness

18.1 Responsive design shall be based upon commercially reasonable standards.

18.2 Minor layout variations between devices shall not constitute defective performance.

18.3 Wicked Web Wizard does not guarantee identical appearance across all devices and screen sizes.

19. Content Responsibility

19.1 The Client shall be solely responsible for all content supplied.

19.2 The Client warrants that supplied content:

• Is lawful;
• Does not infringe copyright;
• Does not infringe trademarks;
• Does not violate third-party rights.

19.3 Wicked Web Wizard shall not verify the accuracy of Client-supplied content.

20. Staging Environments

20.1 Wicked Web Wizard may provide access to staging or review environments.

20.2 Access to a staging environment shall not constitute:

• Final delivery;
• Ownership transfer;
• Acceptance of liability;
• Project completion.

20.3 The existence of functioning Deliverables within a staging environment shall constitute prima facie evidence that work was performed.

21. No Guarantee of Business Outcomes

21.1 Wicked Web Wizard does not guarantee:

• Sales;
• Revenue;
• Donations;
• Investor interest;
• Leads;
• Conversion rates;
• Search rankings;
• Business growth;
• Commercial success.

21.2 The Client acknowledges that many factors affecting business outcomes remain outside the control of Wicked Web Wizard.

3. Acceptance, Milestones & Change Requests

22. Project Phases

22.1 Wicked Web Wizard may divide a Project into separate phases or milestones.

22.2 Such phases may include:

• Discovery;
• Planning;
• Design;
• Development;
• Testing;
• Content Population;
• Deployment;
• Training;
• Support.

22.3 Completion of each phase shall constitute partial performance of the Agreement.

22.4 The Client acknowledges that each completed phase has independent value and shall be billable irrespective of final Project completion.

23. Milestone Acceptance

23.1 Upon completion of a milestone, Wicked Web Wizard may submit the milestone for review.

23.2 Submission may occur through:

• Email;
• WhatsApp;
• Project Portal;
• Staging Environment;
• Demonstration Meeting;
• Screen Recording;
• Any other reasonable method.

23.3 The Client shall review the milestone within the applicable Review Period.

23.4 A milestone shall be deemed accepted upon:

• Written approval;
• Payment of the associated invoice;
• Instruction to proceed to the next phase;
• Expiry of the Review Period without objection;
• Use of the Deliverable.

24. Review Period

24.1 Unless otherwise agreed in writing, the Review Period shall be seven (7) calendar days.

24.2 During the Review Period the Client shall:

• Examine the Deliverable;
• Identify any alleged defects;
• Provide detailed feedback;
• Specify required corrections.

24.3 Failure to provide written feedback during the Review Period shall constitute acceptance.

25. Acceptance By Silence

25.1 If the Client fails to provide written notice of defects within the Review Period, the Deliverable shall automatically be deemed accepted.

25.2 Acceptance by silence shall have the same force and effect as written acceptance.

25.3 Once accepted, the Deliverable shall be considered complete.

25.4 Acceptance shall trigger any related payment obligations.

26. Use Constitutes Acceptance

26.1 The following shall constitute acceptance of a Deliverable:

• Publishing a website;
• Using a website;
• Providing the Deliverable to third parties;
• Demonstrating the Deliverable;
• Marketing the Deliverable;
• Using the Deliverable internally;
• Requesting further development based on the Deliverable.

26.2 A Client may not continue using a Deliverable while simultaneously alleging that no work was performed.

27. Reopening Completed Work

27.1 Once a milestone has been accepted, the milestone shall be permanently closed.

27.2 Wicked Web Wizard shall have no obligation to reopen accepted milestones.

27.3 Any request affecting accepted milestones shall constitute a Change Request.

27.4 Additional fees may apply.

28. Final Acceptance

28.1 Final Acceptance shall occur upon the earliest of:

• Written acceptance;
• Website launch;
• Production deployment;
• Expiry of the final Review Period;
• Use of the completed Deliverable.

28.2 Following Final Acceptance the Project shall be deemed completed.

29. Defect Notification Procedure

29.1 Any alleged defect must be reported in writing.

29.2 The notification must include:

• Description of the issue;
• Steps required to reproduce the issue;
• Supporting evidence;
• Screenshots where applicable.

29.3 General statements including:

• "The website is broken";
• "The website is unusable";
• "The work is not acceptable";

shall not constitute proper defect notices unless accompanied by sufficient particulars.

30. Right To Cure

30.1 The Client shall provide Wicked Web Wizard with a reasonable opportunity to investigate and remedy any alleged defect.

30.2 The Client shall not:

• Cancel the Project;
• Demand refunds;
• Withhold payment;
• Commence legal proceedings;

solely on the basis of an alleged defect without first providing Wicked Web Wizard a reasonable opportunity to remedy such defect.

30.3 Wicked Web Wizard shall determine the most appropriate remedy, which may include:

• Correction;
• Patch;
• Workaround;
• Replacement functionality.

31. Warranty Period

31.1 A limited warranty period of seven (7) calendar days shall apply following Final Acceptance.

31.2 During the warranty period Wicked Web Wizard shall remedy genuine programming defects reported in accordance with these Terms.

31.3 The warranty does not apply to:

• New requirements;
• Change Requests;
• Design changes;
• Content changes;
• Third-party software issues;
• Hosting issues;
• Browser updates;
• Client modifications.

32. Exclusions From Warranty

32.1 Wicked Web Wizard shall not be obligated to provide free corrections where issues arise from:

• Client-supplied content;
• Third-party plugins;
• Third-party integrations;
• Client modifications;
• Hosting provider issues;
• Registrar issues;
• Changes made by third parties.

33. Change Requests After Acceptance

33.1 Any request made after acceptance which alters approved work shall constitute a Change Request.

33.2 Wicked Web Wizard may:

• Decline the request;
• Quote separately;
• Extend project timelines.

34. No Reversal Of Accepted Work

34.1 Previously accepted work may not subsequently be rejected solely because:

• The Client changed its mind;
• Internal stakeholders disagree;
• New management assumes control;
• Business objectives change;
• Funding circumstances change;
• Branding direction changes.

34.2 Such events shall not invalidate prior approvals.

35. Project Records

35.1 The following shall constitute evidence of performance and acceptance:

• Emails;
• WhatsApp messages;
• Support tickets;
• Uploaded documents;
• PDFs;
• Meeting notes;
• Screen recordings;
• Screenshots;
• Staging environments;
• Project portals;
• Server logs;
• Audit logs;
• Git repositories;
• Deployment records.

35.2 Such records may be relied upon in any dispute, arbitration, mediation or legal proceeding.

36. Partial Performance

36.1 The Client acknowledges that substantial value may be delivered before Final Acceptance.

36.2 Payment shall remain due for completed milestones and partially completed work notwithstanding:

• Project cancellation;
• Project suspension;
• Project abandonment;
• Failure to reach final launch.

36.3 Completion of work up to any milestone shall constitute valuable consideration under this Agreement.

4. Payment, Cancellation & Abandonment

37. Project Fees

37.1 All Project fees shall be charged in accordance with the applicable quotation, proposal, statement of work, invoice or written agreement.

37.2 Unless expressly stated otherwise, all prices:

• Are quoted in South African Rand (ZAR);
• Exclude third-party costs;
• Exclude licensing fees;
• Exclude hosting fees;
• Exclude domain registration fees;
• Exclude payment gateway fees;
• Exclude VAT where applicable.

37.3 Any estimate provided by Wicked Web Wizard shall be regarded as an estimate only and shall not constitute a fixed-price undertaking unless expressly stated in writing.

38. Payment Structure

38.1 Unless otherwise agreed in writing, Projects shall be invoiced as follows:

• Seventy Percent (70%) deposit prior to commencement;
• Thirty Percent (30%) upon completion.

38.2 Wicked Web Wizard may alternatively utilise milestone-based billing.

38.3 Where milestone billing applies, each milestone invoice shall become immediately payable upon completion of the applicable milestone.

38.4 Wicked Web Wizard shall not be required to commence or continue work until all due amounts have been paid.

39. Deposits

39.1 Deposits secure:

• Project allocation;
• Resource allocation;
• Scheduling;
• Planning;
• Development time.

39.2 Deposits are non-refundable once work has commenced.

39.3 The Client acknowledges that development resources reserved for a Project cannot be recovered once committed.

40. Invoicing

40.1 Wicked Web Wizard may issue invoices:

• Upon acceptance of a quotation;
• Upon completion of milestones;
• Upon completion of change requests;
• Upon completion of support work;
• Upon completion of additional services.

40.2 Invoices shall be payable on the due date specified therein.

40.3 Failure to receive an invoice shall not relieve the Client of payment obligations.

41. Overdue Accounts

41.1 Any amount not paid on its due date shall be deemed overdue.

41.2 Overdue accounts shall accrue interest at the Prime Lending Rate plus fifteen percent (15%) per annum.

41.3 Interest shall:

• Accrue daily;
• Be capitalised monthly;
• Continue until payment in full.

42. Payment Allocation

42.1 Wicked Web Wizard may allocate payments received in the following order:

• Legal costs;
• Collection costs;
• Interest;
• Capital.

42.2 The Client shall have no right to dictate allocation of payments.

43. Suspension For Non-Payment

43.1 Wicked Web Wizard may suspend any Service immediately where payment remains outstanding.

43.2 Suspension may include:

• Development work;
• Website hosting;
• Email hosting;
• Domain management;
• Support services;
• Maintenance services;
• Access to systems;
• Access to development environments.

43.3 Wicked Web Wizard shall not be liable for any losses arising from suspension.

44. Withholding Of Deliverables

44.1 Wicked Web Wizard may withhold:

• Source code;
• Website files;
• Databases;
• Documentation;
• Credentials;
• Deployment files;
• Deliverables of any kind.

until all outstanding amounts have been paid.

44.2 No ownership shall transfer prior to full payment.

45. Chargebacks And Payment Reversals

45.1 The Client shall not initiate:

• Chargebacks;
• Payment reversals;
• Card disputes;
• Banking disputes.

without first following the dispute resolution procedure contained in these Terms.

45.2 Any chargeback initiated contrary to this clause shall constitute a material breach.

45.3 Wicked Web Wizard reserves the right to immediately suspend all Services pending resolution.

46. Client Cancellation

46.1 The Client may cancel a Project by written notice.

46.2 Cancellation shall not relieve the Client of liability for:

• Work performed;
• Time allocated;
• Milestones completed;
• Third-party expenses incurred;
• Outstanding invoices.

46.3 Upon cancellation all completed work shall become immediately payable.

47. Partial Completion

47.1 The Client acknowledges that substantial value may be delivered prior to final completion.

47.2 Where a Project is cancelled before completion, Wicked Web Wizard shall be entitled to payment for:

• Completed milestones;
• Partially completed milestones;
• Time expended;
• Resources allocated;
• Deliverables produced.

47.3 Partial completion shall not reduce payment obligations.

48. Project On Hold

48.1 Where the Client fails to provide:

• Feedback;
• Content;
• Instructions;
• Approvals;
• Required information.

for a period exceeding fourteen (14) consecutive calendar days, the Project may be placed On Hold.

48.2 During an On Hold period:

• Project timelines shall automatically extend;
• Resources may be reassigned;
• Wicked Web Wizard shall have no obligation to prioritise the Project.

49. Project Abandonment

49.1 Where the Client remains unresponsive for thirty (30) consecutive calendar days, the Project may be deemed Abandoned.

49.2 Upon abandonment:

• Work may cease immediately;
• Resources may be permanently reassigned;
• All deposits shall remain non-refundable;
• Outstanding invoices shall become immediately due and payable.

49.3 Wicked Web Wizard shall have no obligation to retain Project schedules, resources or development allocations for abandoned Projects.

50. Project Reactivation

50.1 Reactivation of an abandoned Project shall be entirely at the discretion of Wicked Web Wizard.

50.2 Reactivation may require:

• A new quotation;
• Updated pricing;
• Additional deposits;
• A reactivation fee;
• Revised timelines.

50.3 Wicked Web Wizard shall not be bound by original timelines following reactivation.

51. Third-Party Costs

51.1 The Client shall remain liable for all third-party costs incurred on its behalf including:

• Hosting;
• Domains;
• Licences;
• Plugins;
• APIs;
• Payment gateways;
• Software subscriptions.

51.2 Such costs shall remain payable regardless of Project cancellation where already incurred.

52. No Refunds

52.1 The Client acknowledges that Services provided by Wicked Web Wizard involve:

• Professional expertise;
• Planning;
• Design;
• Development;
• Project management;
• Resource allocation;
• Scheduling;
• Technical implementation.

52.2 Once such resources have been committed, they cannot be recovered.

52.3 Accordingly, payments made for Services already performed shall be non-refundable.

52.4 Where applicable law requires a refund, any refund shall be limited to amounts paid for Services proven not to have been performed.

52.5 Under no circumstances shall the Client be entitled to a refund merely because:

• Preferences changed;
• Management changed;
• Business strategy changed;
• Funding changed;
• The Client decided not to proceed.

53. Debt Recovery

53.1 Wicked Web Wizard may appoint:

• Attorneys;
• Debt collectors;
• Tracing agents;
• Collection agencies.

to recover outstanding amounts.

53.2 The Client shall be liable for all recovery costs.

53.3 Such costs shall be recoverable on the attorney-and-client scale.

54. Certificate Of Indebtedness

54.1 A certificate signed by any director, manager or authorised representative of Wicked Web Wizard reflecting the amount owing by the Client shall constitute prima facie proof of the indebtedness.

54.2 Such certificate shall be sufficient for purposes of obtaining provisional sentence, summary judgment or any other legal remedy available under South African law.

5. Intellectual Property & Licensing

55. Ownership Of Intellectual Property

55.1 All Intellectual Property created, developed, designed, authored, configured or supplied by Wicked Web Wizard shall remain the exclusive property of Wicked Web Wizard unless expressly transferred in writing.

55.2 Nothing contained in this Agreement shall be interpreted as transferring ownership of any Intellectual Property to the Client unless specifically stated otherwise.

55.3 The Client acknowledges that payment alone does not automatically transfer ownership unless such transfer is expressly provided for under these Terms.

56. Ownership Prior To Payment

56.1 All Deliverables shall remain the exclusive property of Wicked Web Wizard until:

• All invoices;
• Interest;
• Costs;
• Additional charges;

have been paid in full.

56.2 Prior to full payment, the Client shall acquire no ownership rights in any Deliverable.

56.3 Wicked Web Wizard may withhold delivery, deployment, source code, files, credentials and documentation until all outstanding amounts have been settled.

57. Standard Website Projects

57.1 Upon full and final payment, ownership of the completed website files specifically developed for the Client may transfer to the Client.

57.2 Such transfer shall exclude all Excluded Intellectual Property described in these Terms.

57.3 Ownership shall only transfer to the extent required for the operation of the completed website.

57.4 Wicked Web Wizard reserves all rights not expressly granted.

58. Custom Software Projects

58.1 All custom software, business systems, management systems, applications, portals, databases and software solutions developed by Wicked Web Wizard shall remain the exclusive property of Wicked Web Wizard unless otherwise agreed in writing.

58.2 The Client shall receive a non-exclusive, non-transferable licence to use the software for its intended purpose.

58.3 The licence granted shall not permit:

• Resale;
• Redistribution;
• Repackaging;
• Reverse engineering;
• Commercial licensing to third parties.

58.4 Ownership of custom software shall not transfer unless specifically purchased under a separate written agreement.

59. SaaS Platforms

59.1 All SaaS platforms developed, owned or operated by Wicked Web Wizard shall remain the exclusive property of Wicked Web Wizard.

59.2 This includes but is not limited to:

• FarmServ;
• Client portals;
• Management systems;
• Booking systems;
• Inventory systems;
• Payroll systems;
• Any subscription-based platform.

59.3 Clients acquire only a right to access and use the platform during the subscription period.

59.4 No ownership rights shall transfer.

60. Excluded Intellectual Property

60.1 Regardless of any ownership transfer, the following shall remain the exclusive property of Wicked Web Wizard:

• Frameworks;
• Reusable code;
• Development libraries;
• Components;
• Templates;
• Development methodologies;
• Software architecture;
• Internal systems;
• Proprietary tools;
• Utility functions;
• Database structures;
• Processes and workflows;
• Know-how;
• Documentation templates.

60.2 The Client acquires no ownership rights in Excluded Intellectual Property.

61. Source Code

61.1 Unless specifically stated in writing, Wicked Web Wizard shall not be obligated to provide source code.

61.2 Delivery of compiled, deployed or hosted software shall not imply transfer of source code ownership.

61.3 Source code may only be released where:

• Expressly agreed in writing;
• All amounts have been paid in full.

61.4 Wicked Web Wizard reserves the right to refuse release of proprietary source code.

62. Development Tools

62.1 All development tools utilised during a Project remain the exclusive property of Wicked Web Wizard.

62.2 This includes:

• Internal frameworks;
• Build systems;
• Deployment systems;
• Code generators;
• Templates;
• Reusable assets.

63. Client Content

63.1 Ownership of Client-supplied content shall remain vested in the Client.

63.2 The Client grants Wicked Web Wizard a royalty-free licence to use such content for purposes of performing the Services.

63.3 The Client warrants that it possesses all necessary rights to grant such licence.

64. Third-Party Intellectual Property

64.1 Certain Projects may incorporate third-party software, plugins, themes, frameworks, APIs or licensed materials.

64.2 Ownership of such third-party components shall remain vested in their respective owners.

64.3 The Client agrees to comply with all applicable third-party licensing requirements.

64.4 Wicked Web Wizard shall not be liable for third-party licence changes or restrictions.

65. Rejected Concepts And Drafts

65.1 All concepts, mockups, wireframes, designs, drafts, prototypes and preliminary work remain the exclusive property of Wicked Web Wizard.

65.2 Rejected concepts may not be used, copied, reproduced, modified or supplied to third parties without written consent.

65.3 Payment for a Project does not transfer ownership of rejected concepts.

66. Portfolio Rights

66.1 Wicked Web Wizard shall have the perpetual right to display completed Projects within:

• Portfolios;
• Marketing materials;
• Sales materials;
• Presentations;
• Social media;
• Websites.

66.2 Such use shall be solely for demonstrating work performed.

66.3 Where confidentiality obligations apply, Wicked Web Wizard shall take reasonable steps to protect confidential information.

67. Attribution

67.1 Wicked Web Wizard may include reasonable attribution within a completed website including:

• Footer credits;
• Source code comments;
• Metadata references.

67.2 Removal of attribution without consent may constitute copyright infringement.

68. Licence To Client

68.1 Subject to full payment, Wicked Web Wizard grants the Client a limited licence to use Deliverables for their intended purpose.

68.2 The licence shall be:

• Non-exclusive;
• Non-transferable;
• Revocable upon breach.

68.3 The licence shall not permit:

• Resale;
• Redistribution;
• White-labelling;
• Reverse engineering;
• Commercial licensing.

69. Breach Of Licence

69.1 Any unauthorised use of Wicked Web Wizard Intellectual Property shall constitute a material breach.

69.2 Wicked Web Wizard may:

• Terminate licences;
• Suspend Services;
• Institute legal proceedings;
• Seek damages;
• Seek injunctive relief.

70. Reservation Of Rights

70.1 All rights not expressly granted to the Client are reserved by Wicked Web Wizard.

70.2 No implied licence, ownership transfer or assignment shall arise through:

• Payment;
• Delivery;
• Use of Deliverables;
• Access to systems.

71. Survival

71.1 All Intellectual Property rights shall survive:

• Completion;
• Cancellation;
• Termination;
• Expiry of this Agreement.

71.2 The provisions of this Section shall remain enforceable indefinitely.

6. Liability, Disputes & Legal Enforcement

72. Commercial Reasonableness

72.1 Wicked Web Wizard shall perform the Services using commercially reasonable skill, care and diligence consistent with accepted industry standards.

72.2 The Client acknowledges that software development, website development and technology services are not exact sciences and may involve differing methodologies, architectures and implementation approaches.

72.3 Wicked Web Wizard does not warrant perfection, error-free operation or uninterrupted functionality.

73. No Guarantee Of Business Results

73.1 Wicked Web Wizard does not guarantee:

• Sales;
• Revenue;
• Profitability;
• Donations;
• Fundraising success;
• Search engine rankings;
• Search engine indexing;
• Lead generation;
• Investor interest;
• User adoption;
• Commercial success;
• Business growth.

73.2 The Client acknowledges that business outcomes are affected by numerous factors outside the control of Wicked Web Wizard.

74. No Guarantee Of Third-Party Services

74.1 Wicked Web Wizard shall not be liable for failures arising from:

• Hosting providers;
• Domain registrars;
• Payment gateways;
• Internet service providers;
• Email providers;
• Social media platforms;
• API providers;
• Software vendors;
• Cloud service providers.

74.2 Delays, interruptions or failures of third-party services shall not constitute a breach by Wicked Web Wizard.

75. Client Indemnity

75.1 The Client indemnifies and holds harmless Wicked Web Wizard, its directors, employees, contractors, agents and representatives against any claims, losses, liabilities, damages, costs or expenses arising from:

• Client content;
• Client instructions;
• Client supplied materials;
• Copyright infringement claims;
• Trademark infringement claims;
• Defamation claims;
• Regulatory breaches;
• Unlawful activities conducted through any Deliverable;
• Misuse of any Service.

75.2 This indemnity shall include legal costs on the attorney-and-client scale.

76. Content Liability

76.1 The Client shall remain solely responsible for all content supplied for use within any Deliverable.

76.2 Wicked Web Wizard shall have no obligation to verify:

• Ownership;
• Accuracy;
• Legality;
• Regulatory compliance.

of Client supplied content.

77. Limitation Of Liability

77.1 To the maximum extent permitted by law, Wicked Web Wizard shall not be liable for:

• Loss of profits;
• Loss of revenue;
• Loss of opportunity;
• Loss of goodwill;
• Loss of business;
• Loss of data;
• Loss of anticipated savings;
• Consequential damages;
• Indirect damages;
• Special damages.

77.2 The Client acknowledges that the pricing of Services reflects this allocation of risk.

78. Liability Cap

78.1 Regardless of the cause of action, total liability of Wicked Web Wizard arising from or relating to the Project shall not exceed the total fees paid by the Client during the three (3) months immediately preceding the event giving rise to the claim.

78.2 Where the Project duration is shorter than three months, liability shall not exceed the total amount paid for the applicable Project.

79. Exclusion Of Certain Claims

79.1 Wicked Web Wizard shall not be liable for claims arising from:

• Client delays;
• Client instructions;
• Client supplied specifications;
• Third-party failures;
• Hosting outages;
• DNS propagation delays;
• Search engine decisions;
• Regulatory changes;
• Browser updates;
• Platform changes.

80. Force Majeure

80.1 Wicked Web Wizard shall not be liable for any delay or failure caused by circumstances beyond its reasonable control.

80.2 Such circumstances include:

• Acts of God;
• Floods;
• Storms;
• Fire;
• Civil unrest;
• War;
• Government action;
• Load shedding;
• Telecommunications failures;
• Internet outages;
• Supplier failures;
• Cyber attacks.

80.3 Project timelines shall automatically extend for the duration of the force majeure event.

81. Evidence Of Performance

81.1 The following shall constitute prima facie evidence of performance:

• Emails;
• WhatsApp messages;
• Project portal records;
• Uploaded files;
• Screenshots;
• Screen recordings;
• Server logs;
• Audit logs;
• Git repositories;
• Deployment records;
• Meeting notes;
• Support tickets.

81.2 Such evidence may be relied upon in:

• Mediation;
• Arbitration;
• Court proceedings;
• Debt collection proceedings.

82. Technical Expert Determination

82.1 Where a dispute concerns technical compliance, functionality, implementation or development quality, the parties may agree to appoint an independent web development expert.

82.2 The expert shall determine whether the Deliverables substantially comply with the agreed requirements.

82.3 The expert's findings may be used in any subsequent legal proceedings.

83. Dispute Notice

83.1 Before commencing legal proceedings, a party shall provide written notice of the dispute.

83.2 The notice shall:

• Identify the dispute;
• Identify the alleged breach;
• Provide supporting evidence;
• State the relief sought.

84. Good Faith Negotiation

84.1 The parties shall attempt to resolve disputes through good faith negotiation for a period of fourteen (14) Business Days.

84.2 Nothing in this clause prevents either party from seeking urgent relief where necessary.

85. Mediation

85.1 Where negotiations fail, either party may propose mediation.

85.2 Mediation shall occur within the Republic of South Africa.

85.3 Costs shall be shared equally unless otherwise agreed.

86. Legal Proceedings

86.1 Where mediation fails or is declined, either party may institute legal proceedings.

86.2 Wicked Web Wizard may institute proceedings in:

• The Magistrates' Court; or
• The High Court of South Africa;

at its sole election.

87. Jurisdiction

87.1 This Agreement shall be governed by the laws of the Republic of South Africa.

87.2 The Client irrevocably consents to the jurisdiction of any court of competent jurisdiction within the Republic of South Africa.

88. Domicilium

88.1 The Client selects the address and email address supplied to Wicked Web Wizard as its chosen domicilium citandi et executandi.

88.2 Any notice sent to such address shall be deemed properly delivered.

89. Certificate Of Indebtedness

89.1 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 due;
• Costs recoverable.

89.2 Such certificate shall be sufficient for purposes of:

• Summary judgment;
• Provisional sentence;
• Debt recovery proceedings.

90. Legal Costs

90.1 The Client shall be liable for all legal costs incurred by Wicked Web Wizard in enforcing its rights.

90.2 Such costs shall be recoverable on the attorney-and-client scale.

91. Waiver

91.1 No failure or delay by Wicked Web Wizard to enforce any provision shall constitute a waiver.

91.2 Any waiver shall be valid only if reduced to writing and signed by a director of Wicked Web Wizard.

92. Severability

92.1 Should any provision of this Agreement be found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

93. Survival

93.1 The following provisions shall survive cancellation, termination or completion:

• Payment obligations;
• Intellectual Property provisions;
• Indemnities;
• Confidentiality obligations;
• Limitation of Liability provisions;
• Dispute Resolution provisions;
• Legal Enforcement provisions.

94. Entire Agreement

94.1 These Terms, together with the General Terms and Conditions and any applicable quotation, proposal, statement of work or written agreement, constitute the entire agreement between the parties.

94.2 No representation, promise or undertaking not contained herein shall be binding unless reduced to writing and signed by both parties.

95. Continuing Effect

95.1 Completion, cancellation, termination or expiry of a Project shall not affect any accrued rights, obligations or remedies of either party.

95.2 All rights existing prior to termination shall remain enforceable.