Standard Terms of Service

  1. Definitions and interpretation

    1. Clause headings are for convenience purposes only and shall not be used in its interpretation.
    2. Words denoting the singular shall include the plural and vice versa.
    3. The terms contained herein have been fully explained and understood by the parties, no provision herein shall be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have structured, drafted or introduced such provision or by reason of the extent to which any party or its professional advisors participated in the preparation of these terms and accordingly the contra proferentem rule shall not be applied in the interpretation of these terms.
    4. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, then notwithstanding that it is only in this interpretation clause, effect shall be given to it as a substantive provision in these terms.
    5. When any number of days is prescribed in these terms, it shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday, or South African public holiday.
    6. Terms other than those defined within this document shall be given their plain English meaning, and those terms, acronyms and phrases known in the graphic design and marketing industry will be interpreted in accordance with their generally known meanings.
    7. Any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation, or other legislation as at the time these terms become enforceable between the parties.
    8. Where any term is defined within a particular clause, other than the interpretation clause, that term shall bear the meaning ascribed to it in that clause wherever it is used in this document.
    9. Any reference to days (other than a reference to business days), months or years shall be a reference to calendar days, months, or years, as the case may be.
    10. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.
    11. Expressions defined in these terms shall bear the same meanings in schedules or the scope of service letters which do not themselves have their own definitions.
    12. For purposes of these terms, “writing” means legible writing and in English and includes any form of electronic communication contemplated in the Electronic Communications and Transactions Act, No 25 of 2002.
    13. The word “material” or materially means, when used as an adjective, in conjunction with an event, condition, circumstance, effect or other item, that there is a substantial likelihood that a reasonable person will in the matter concerned attach importance to the event, condition, circumstance, effect or item in evaluating the event to which it relates and/or the condition, circumstances or effect that such event has, as contemplated in these terms.
    14. The use of the word “including”, “include/s, “in particular” or the like followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s.
    15. The expiry or termination of this agreement shall not affect those provisions of this agreement which expressly provide that they will operate after any such expiry or termination or which of necessity must continue to have effect after such expiry or termination, notwithstanding the fact that the clauses themselves do not expressly provide for this.
    16. Any reference to any other agreement or document (such as the scope of services document) shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be, amended, varied, novated, or supplemented; and
    17. the “scope of services” document/s shall be binding on the parties and is not merely for information purposes.
    18. If any conflict arises between these terms and any other related agreement/scope of services document, to the extent the conflicting provisions can reasonably be interpreted so that such provisions are consistent with each other, such consistent interpretation will prevail. Should this not be possible, the terms herein shall prevail.
    19. For purposes of these terms, the following definitions shall apply, unless otherwise stated:
      1. ‘Business day’ – means any day, other than a Saturday, Sunday, or statutory public holiday in South Africa.
      2. ‘Contract’ – means the between the Company and the Client for the supply of Services governed by these terms and other written document intended to record the terms of the parties’ engagement.
      3. The Client’ – means the individual or business entity who engages services from the Company and whose details are set out in the Scope of Services document.
      4. ‘The Company’ – means DIGIPROSPER (Pty) Ltd a company incorporated in Pretoria, South Africa under company registration number 2020/447020/07 whose registered office is at: 21 Bishops Court, 4 Augrabies Street, Mooikloof Ridge, Mooikloof, Pretoria, 0081.
      5. ‘Parties’ – means the Client and the Company and ‘Party’ means either the Client or the Company as the context may indicate.
      6. ‘Services’ – means those services the Company will provide to the Client as specified and as revised from time to time.
      7. ‘Scope of Services’ (SoS) – refers to the document with the same title and which records the individual clients’ needs and requirements and any further terms not specifically outlined herein.
      8. ‘Terms’ – means these terms and conditions as updated from time to time by the Company and includes any further terms agreed to
  2. Scope of engagement
    1. The Company offers services in respect of digital marketing and graphic design.
    2. The entire scope of the Company’s services appears on its website at the following link: https://digi-prosper.co.za.
    3. Upon choosing the scope of the services and/or product which the client requires, the parties will record their specific requirements in the ‘Scope of Services’ (SoS) document, which will be signed by the parties.
    4. The SoS will be read in conjunction with these Standard Terms of Services.
    5. These terms together with those which appear in the SoS shall be reviewed from time to time in accordance with the services and/or product chosen by the client.
    6. Unless the client advises otherwise, the Company will treat the fact that client agrees to the Company beginning work as deemed acceptance of these terms.
  3. Payment terms
    1. This clause is subject to any alternative payment terms as provided in the SoS.
    2. All pricing options are available on the Company’s website, and such pricing options should be read as if specifically incorporated herein.
    3. The Company’s pricing plan may change from time to time.
    4. For once off services, the Company will require payment of 50% of the quoted amount upon engagement of the said service. The remaining 50% will be required prior to the final product being delivered to the Client.
    5. For any ongoing or monthly services, the Client will be invoiced at the beginning of each month and all invoices will be payable on presentation and by no later than 7(seven) business days of date thereof.
    6. Unless expressly excluded, any and all costs (without limitation) for any additional materials which fall outside of the scope of the services will be billed to the client separately.
    7. Notwithstanding anything to the contrary, any change in pricing and/or additional costs will be communicated to the client before same should take effect.
  4. Alterations and revisions
    1. The Client agrees that any changes which it requires to be made to any service or product as described in the SoS may incur a separate charge, which will be communicated to the Client by the Company.
    2. The Client further agrees that any such alteration or revision may cause a delay in the estimated timeframe as stipulated in the SoS.
    3. The Client agrees that the Company is not responsible for any amendments made by a third party, before or after a service has been completed.
    4. Unless otherwise agreed, each project and/or service includes the number of minor changes or author’s revisions of the chosen project. Any further changes will be subject to an additional charge which will be communicated to the client before taking place.
  5. Supply of materials and information
    1. The Client will provide all content and material for the services required (unless the Company has been instructed otherwise).
    2. The Client warrants that any all information supplied to the Company is accurate and truthful.
    3. Where the Client supplies the Company with any images, videos, wording, and any other information that may be trademarked or protected by copyright laws, the Client warrants that it has obtained any and all the relevant permissions to make use of provided materials.
    4. The Company will not include in any of its services, designs, texts, images or other data, content which it deems to be immoral, offensive, obscene, or illegal.
    5. All advertising material must conform to all standards laid down by the relevant advertising standards authorities.
    6. Should any images/or data which the Company includes in good faith, which is later determined to be in contravention of these terms, the Client is obliged to allow the Company to remove the offending data without any hinderance or penalty.
    7. The Company will not be held liable for and is held harmless for any claims of whatsoever nature for the use of any information supplied to the Company by the Client.
    8. Unless otherwise agreed, the Client is responsible for supplying text for their project in a text file format (word document) at the start of a project as well as any graphics which they wish to use.
    9. Any images which are required to be used by the Client must be supplied to the Company prior to the start of the project. Images should be supplied in their original format in the highest resolution possible.
    10. If the Company is required to provide certain stock images, copyright fees may be applicable.
    11. The Client must ensure the accuracy of content supplied to the Company and which should require little to no formatting.
    12. The Company will not start with and design processes until all the content (images and text) has been received and approved by the parties.
  6. Design feedback
    1. To ensure timeous completion of services, when the Company provides the Client with design concepts and/or requests feedback on a proposal, the Client is required to provide such feedback within 5(five) business days.
    2. If such feedback is not forthcoming and within this stipulated period, the Company shall accept that such design and/or proposal has been accepted by the Client.
    3. Should the Client wish to provide feedback after the 5(five) day period, then further costs may apply, and time delays may
    4. All feedback provided by the client must be recorded in writing by the Client by means of electronic mail. Telephonic instructions will not be
  7.  Intellectual property
    1. Unless otherwise agreed, the Company will retain ownership of any and all copyright and other intellectual property rights in any documents and materials created by it for the Client (in whatever form), at all times.
    2. The Client will have the nonexclusive right to use those documents and materials for the purposes for which they have been prepared.
    3. For the Company to be able to deliver the best advice to the Client, the Company maintains a searchable internal know-how management system and the Client agrees that the Company may keep hard and/orelectronic copies of documents and other materials created or obtained in connection with the Client’s instructions.
  8. Design and project duration
    1. If the Company provides the Client with a design, service or project duration, the Client acknowledges that such duration is only an
    2. In addition to the receipt of the Clients initial payment (in the Company’s bank account) any estimates of duration should only be deemed to commence upon receipt of Client’s complete content, imagery and instruction.
    3. The Company agrees and undertakes to use all commercially reasonable efforts to meet the client’s requirements and estimated timeframes, however, the Client understands that such timeframes are only estimates and shall not be accepted as a guarantee of delivery.
    4. In this regard the Client agrees not to hold the Company liable for any losses associated with project
    5. If the Company makes software subscriptions, processors, or content available to the Client as part of the execution of its services, the Client shall only acquire a non-exclusive personal nontransferable license to use such material until the services under the SoS come to an end.
    6. The Client provides the Company with permission to display the Client’s name, figure, logo etc. as a reference on the Company’s website or other marketing materials during the subsistence of any agreement between the parties as well as the termination thereof, the Client undertakes to inform the Company should it require its logo and/or name to be removed from anymarketing related material of the Company.
    7. Where the Company has been involved in the design and/or maintenance of the Client’s website, the Client provides the Company with permission to place their name (link/button) at the footer of the Client’s The Client undertakes to inform the Company should it require such a link/button to be removed from their website.
  9. Confidentiality
    1. Any information supplied to the Company by the Client shall remain confidential and shall not be given or shared with any other third party unless otherwise authorized by the
    2. If the Company instructs any third party to commence work on the Company’s behalf for the Client, the Company undertakes to ensure, as far as possible, that such third party keeps the Client’s information
    3. These terms and/or the SoS entered into between the Company and the Client may contain proprietary and confidential information. The Client agrees not to use or disclose any information contained therein except in the context of its business dealings with the Company.
    4. Information will not be deemed confidential information under this agreement if such information is (i) known to either party prior to the receipt thereof; (ii) becomes known to either party, directly or indirectly (independently from any disclosure by either party), from a source other than one having an obligation of confidentiality to either party, (iii) such information becomes part of the public domain or otherwise ceases to be confidential, exceptthrough a breach of these terms by either party, (iv) is independently developed by either party without any breach of these terms.
  10. Office hours and communication
    1. The Company’s office hours are from Monday to Thursday 08h00 to 17h00 and Fridays from 08h00 to 15h00, excluding “holiday periods” (public holidays and National holiday shutdown periods), which will be published on our website from time to time.
    2. The primary form of communication between the parties will be by way of electronic mail and while the Company will endeavour to respond sooner, the Client accepts that the Company may take up to 24hours to respond to electronic Response times may be delayed over holiday periods.
    3. For emergencies, the client may contact the Company telephonically or via WhatsApp messenger on +27 74 820
  11. Cancellation and refunds
    1. Subject to clause 11.7, if the Client cancels or alters the SoS at any time after the conclusion thereof, the Company reserves the right to render additional costs and retain any and all deposits or payments made to the Company.
    2. In the event of cancellation, all amounts owed to the Company must be paid in full and within 7 days of date of cancellation.
    3. All cancellations must be submitted in writing to the Company.
    4. All work remains the property of the Company until final payment is received.
    5. Notwithstanding anything to the contrary, if the services which are being rendered by the Company are subject to a minimum timeframe, either party is required to provide the other party with a full calendar month written notice of cancellation.
    6. Written notices of cancellation may be submitted to Info@digi- prosper.co.za.
    7. Should the Client notify the Company of its intention to cancel within 5 (five) days of making its initial payment, the Company will refund such initial payment subject to any deductions for resources and time which have already been allocated to the Client’s intended project.
  12. Breach
    1. Should material breach of these terms be committed by either party and should the defaulting party fail to remedy such breach within 7 (seven) business days after receipt of written notice from the aggrieved party requesting the other party to do so, then the aggrieved party shall be entitled, without prejudice to any other rights it may have in terms of these terms, including the right to claim damages, unpaid invoices or the like – to cancel this agreement upon the expiry of the 7(seven) business days’ notice.
  13. Notices and Domicilium
    1. The parties chose as their domicilium citandi et executandi their respective addresses as set out in:
      1. For the Company, as referred to in clauses 1.19.4 and 11.6; and
      2. For the Client, as reflected in the
    2. At which addresses all processes and notices arising out of or in connection with this agreement, its breach or termination may be validly served upon or delivered to the parties.
  14. Disclaimers, Limitations, warranties and liabilities
    1. The Company warrants that the services will at the time of delivery (where applicable) correspond to the descriptions given by the Company in terms hereof and as described in the
    2. The Company makes no warranties of any kind, express or implied, for any and all of its products and services it supplies.
    3. While the company will take reasonable steps to investigate any unsatisfactory result and rectify issues where they can, the Client will hold harmless the Company for any resultant
    4. The Company makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies.
  15. General
    1. Non-Variation:
      1. These terms and SoS, read together shall constitute the entire agreement between the parties, any variation, addition, or amendment to these terms or SoS shall not be effective unless reduced to writing and acknowledged (either by signature or return correspondence) by both
    2. Governing law and jurisdiction:
      1. These terms are governed by the Laws of the Republic of South Africa.
      2. In no way limiting the jurisdiction that any other court may have, the Parties consent in terms of Section 45 of the Magistrates Court Act 32 of 1944 (or any similar section of an act replacing such act) to the jurisdiction of the Magistrates Court for the purpose of any proceedings in terms of or incidental to these terms notwithstanding that the amount claimed or the value of the matter in dispute may exceed such jurisdiction.
    3. Legal costs:
      1. Should either party elect to embark in any form of legal proceedings because of a breach of this agreement, the innocent party may claim costs of such proceedings against the offending party on a scale as between attorney and client.
    4. National credit act:
      1. The parties agree that the transactions under these terms do not constitute a transaction within the ambit of the National Credit Act 34 of
    5. Consumer protection act:
      1. The parties hereto confirm that their rights and obligations in terms of the Consumer Protection Act, 68 of 2008, have been perused by themselves and are clearly understood in as far as they are applicable to this
    6. Force majeure:
      1. If either party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under these terms for any cause beyond the reasonable control of that party (including without limiting the generality of the a foregoing: war, civil commotion, riot,insurrection, strikes, lock- outs, fire, explosion, floods, pandemics, epidemics and acts of God)the party so affected shall be relieved of its obligations hereunder during the period of that event and shall not be liable for any delay or failure in the performance of any obligations hereunder or for any loss or damage which the other party may suffer due to or resulting from such delay or failure, provided that written notice of the inability to perform shall be given by the party so affected within 5(five) days of the occurrence constituting force majeure.
      2. The party invoking force majeure shall use its best endeavors to terminate the circumstances giving rise to force majeure and upon termination of these circumstances giving rise thereto shall forth wirth give written notice thereof to the other party.
    7. Relaxation or indulgences:
      1. No indulgence by one party, or failure to strictly enforce these terms, is to be construed as a waiver of any rights of the party or a basis for raising estoppel in any
    8. Severability:
      1. Each provision in these terms is severable from all others, notwithstanding the way they may be linked together or grouped grammatically, and if in terms of any judgment or order, any provision, phrase, sentence, paragraph, or clause is found to be defective or unenforceable for any reason, the remaining provisions, phrases, sentences, paragraph, and clauses shall nevertheless continue to be of full force and effect. The parties acknowledge their intention to continue to be bound by these terms notwithstanding that any provision may be found to be unenforceable or void or voidable, in which event the provision concerned shall be severed from the other provisions, each which shall continue to be in full force.
    9. Protection of Personal Information Act, No.: 4 of 2013 (POPI):
      1. The Company undertakes to process, store and disseminate the Client’s information in a manner that is compliant with the provisions of POPI.
      2. The Client by signing the SoS, and/or engaging the services of the Company, consents to the Company accessing, storing, screening, and processing its personal information, as defined in POPI, which the Company and/or its agents reasonably require in the course and scope of the services provided or intended to be provided by the Company to the Client.