Terms and conditions
1. About these terms
These terms are an agreement between Creativ360 (Pty) Ltd, a company registered in South Africa under registration number 2018/313314/07, with its address at 43 Malva Street, Dana Bay, Mossel Bay, Western Cape, South Africa ("Creativ360", "we", "us"), and the person or organization that uses our website, our services or software that we operate ("you").
They apply to your use of creativ360.com, to our consulting, development and support services ("the Services"), and to any software, apps or integrations that Creativ360 operates under its own name. By using them you agree to these terms and to our Privacy policy. If you accept on behalf of an organization you confirm that you are authorized to bind it, and "you" then means that organization.
Engagements. Each engagement is set out in a written proposal, quote, statement of work or contract agreed with you ("the Agreement"). Where the Agreement says something different from these terms, the Agreement wins.
2. Our Services
We provide software architecture, full-stack, mobile and cloud development, security, operations and AI-assisted engineering, as described in the Agreement. We perform the Services with reasonable skill and care, by suitably qualified people, and in line with good industry practice. Timelines and estimates are our best judgement at the time and depend on timely input, access and decisions from you.
Changes to the scope are agreed in writing and may change the price and timeline.
3. Your part
- Give us accurate information, the decisions we need, and timely access to the people, systems, accounts and data the work requires.
- Make sure you have the right to give us that access and the materials you provide, including any personal information in them.
- Review and test what we deliver within the period set out in the Agreement (or, if none, within 10 business days) and tell us of any defect.
- Keep your own backups of your systems and data. Unless the Agreement says we are responsible for backups, we are not.
4. Fees and payment
Prices. Fees are set out in the Agreement, either as a fixed price or on a time-and-materials basis at the agreed rates. Unless stated otherwise, prices are in South African rand and exclude VAT, which is added at the applicable rate. Reasonable expenses agreed in advance are charged at cost.
Invoicing. Unless the Agreement says otherwise, we invoice monthly in arrears for time-and-materials work, and fixed-price work according to the agreed milestones or deposit. Invoices are payable within 30 days. We may charge interest on overdue amounts at the rate allowed by law and, after written notice, pause work until overdue invoices are paid.
Cancellation. Either party may end an engagement as set out in the Agreement or, if it says nothing, on 30 days' written notice. You pay for work done and expenses incurred up to the end date. Nothing in these terms limits your rights under the Consumer Protection Act 68 of 2008, the Electronic Communications and Transactions Act 25 of 2002 or any other law that cannot be excluded.
5. Intellectual property
Your materials. You keep all rights in the materials, data and systems you provide.
Deliverables. Once you have paid for them in full, the rights in the work we create specifically for you under the Agreement pass to you, unless the Agreement says otherwise. Until then you may use them for evaluation.
Our tools and know-how. We keep the rights in our pre-existing tools, libraries, templates, methods and general know-how, including improvements to them that are not specific to you. Where they are part of a deliverable, we give you a non-exclusive, perpetual, royalty-free licence to use them as part of that deliverable.
Third-party and open-source components are licensed under their own terms, which we tell you about where they matter.
6. Confidentiality and data
Each party keeps the other's confidential information confidential, uses it only for the engagement, and shares it only with people who need it and are bound by similar obligations. This does not apply to information that is public, already known to the recipient, independently developed, or that the law requires to be disclosed.
Where we process personal information on your behalf we act as your operator, as described in the Privacy policy, and we sign a data processing agreement where you need one.
7. AI-assisted work
We may use AI-assisted tools in our engineering work. We review what they produce before we deliver it and remain responsible for our deliverables as if we had written them ourselves. We do not put your confidential information into such tools unless you have agreed, and then only under business terms that do not allow the provider to train on it.
8. Use of our website and apps
You may use our website and any software we operate only lawfully and for its intended purpose. You must not attack, probe, overload or gain unauthorized access to them, bypass their security, scrape them, or use them to send spam or malware. Where you connect an account from a third-party platform to software we operate, you also remain bound by that platform's terms, and you can disconnect at any time. We may suspend access to stop misuse.
The content of our website is provided for general information and may change without notice. The Creativ360 name, logo and website content belong to us.
9. Warranties
We warrant that the Services will be performed with reasonable skill and care. If a deliverable does not meet the agreed specification and you tell us within the review period (or, for accepted deliverables, within 30 days of acceptance), we will fix it at no charge. That is your main remedy for defects. Apart from what the Agreement and the law provide, our website, software and deliverables are provided without other warranties, and we do not promise that software will be free of all errors or run without interruption.
10. Limitation of liability
To the maximum extent the law allows:
- neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or data, or business interruption, even if it was told it was possible;
- our total liability for all claims arising from an engagement is limited to the fees you paid us under that engagement in the 12 months before the event that gave rise to the claim; and
- we are not liable for loss caused by your breach of these terms or the Agreement, by changes you or others make to our work, or by third-party services, platforms or hosting that we do not control.
Nothing in these terms limits liability that cannot lawfully be limited, including for fraud, gross negligence, or where the Consumer Protection Act gives you rights that cannot be excluded.
11. Indemnity
You indemnify us against claims by third parties, and the reasonable costs of defending them, that arise from materials or access you gave us without the right to do so, or from your breach of these terms or the law.
12. Non-solicitation
During an engagement and for 12 months after it, you will not directly employ or engage a Creativ360 employee or subcontractor who worked on it without our written agreement. This does not prevent hiring through a general advertisement.
13. Changes to these terms
We may change these terms. The version that applies to an engagement is the one in force when the Agreement was made, unless both parties agree otherwise. Changes to the website and app terms apply from the date shown at the top.
14. General
- Governing law. These terms are governed by the laws of the Republic of South Africa. Subject to any mandatory rights you have under consumer law, you agree to the jurisdiction of the High Court of South Africa, Western Cape Division.
- Entire agreement. These terms, the Privacy policy and the Agreement are the whole agreement and replace earlier discussions about the engagement.
- Independent contractor. We work as an independent contractor; nothing in these terms creates an employment, partnership or agency relationship.
- Severability. If a provision is unenforceable the rest stays in force.
- No waiver. Not enforcing a right is not giving it up.
- Assignment. Neither party may transfer its rights without the other's written consent, except that we may transfer ours to a successor of our business.
- Force majeure. Neither party is liable for failure caused by events beyond its reasonable control.
- Electronic communications. You agree that we may contract and communicate with you electronically.
15. Contact
Creativ360 (Pty) Ltd, 43 Malva Street, Dana Bay, Mossel Bay, Western Cape, South Africa. Registration number 2018/313314/07. E-mail [email protected] for any question about these terms.