Terms
THE AGREEMENT
Every clause, one tap away. If anything conflicts, your signed scope agreement wins.
1.1 We supply only the deliverables listed in your scope agreement. Anything not listed is out of scope.
1.2 Unless listed, the following are out of scope: extra pages; copywriting (except funnel copy), translation, photography and video; logo or brand identity work; online payments, bookings, member areas, databases and integrations; content loading beyond the stated volume; SEO campaigns and advertising; hosting, domains and subscriptions; training beyond one session; and any work after handover.
1.3 A change of creative direction after a stage is approved is a change request, not a revision round.
2.1 You name one person to give instructions and approvals, and we act on that person's instructions.
2.2 You supply content in the agreed format and by the agreed dates, and you confirm you own or are licensed to use it.
2.3 Feedback must be in writing, in one consolidated list per stage, within five business days of us presenting the work. Feedback by voice note, phone call or several separate messages is not an instruction until confirmed in writing.
2.4 If we receive no feedback within five business days, the stage is treated as approved. Changing an approved stage later is a change request.
3.1 Each package includes the number of revision rounds stated on this site and in your scope agreement.
3.2 One round is one consolidated written list of changes to one stage, sent once and actioned by us in one pass. A second list sent after we have actioned the first is a second round, even on the same day.
3.3 A round covers adjustments within the approved direction: text, images, spacing, colour, sizing and position. Redesigns and new elements are change requests.
3.4 Fixing our own mistakes is never counted as a round.
3.5 Unused rounds have no cash value and lapse at handover.
4.1 No change request is started until you approve our written estimate in writing. Email is sufficient.
4.2 Change requests are charged at the Studio, Build or Architect rate, with a one-hour minimum and 30-minute increments thereafter, and a 50% surcharge for urgent or after-hours work.
4.3 Estimates above R10,000 may require a 50% deposit. Requests above 20 hours, or that change the nature of the project, may be handled as a new project.
4.4 We may decline a change that is technically unsound or conflicts with approved work, and will explain why in writing.
5.1 Fees are as stated in your scope agreement and payable as set out in the payment section. Brandflip does not charge VAT.
5.2 Overdue amounts bear interest at the maximum rate permitted by law. We may pause work on written notice if an invoice is more than ten business days overdue.
5.3 You may not withhold payment because of an outstanding change request or a claimed defect.
Hosting, domains, subscriptions, payment fees, licences and advertising spend are for your account, paid directly or recharged at cost plus 10%.
7.1 Dates in a proposal are estimates. Time is not of the essence unless agreed in writing.
7.2 The timeline extends day for day for late content, feedback or payment, approved change requests, third-party delays and events beyond our control, including load shedding.
Social media packages have a three-month minimum term, then continue month to month on 30 days' written notice. Care plans run month to month on 30 days' notice. Included hours and posts do not carry over.
9.1 If you do not respond for 15 consecutive business days, the project is stalled and may leave our schedule.
9.2 After 30 consecutive business days, we may close the project and invoice all work done. Amounts paid are not refunded.
9.3 A stalled project may be restarted, subject to our capacity, for 10% of the project fee (minimum R3,500).
10.1 Practical completion is reached when the project works as specified, apart from minor snags. You then have five business days to send one snag list, which is your final revision round.
10.2 Handover follows once the snag list is cleared and everything owed is paid. You receive admin access, transfer of the site into your name, a handover pack and one recorded training session of up to 60 minutes.
10.3 If you do not sign the completion certificate or object in writing within five business days of handover, the project is accepted. The project ends at handover.
11.1 For 30 days after handover we fix, at no charge, any defect: something we built that does not work as specified, such as a broken link, a form that does not submit, or a page that does not match the approved design.
11.2 The warranty does not cover changes of content or design, new features, changes of mind, faults caused by others' edits, platform or third-party updates and outages, hosting, email or domain problems, hacking or malware, or business results.
11.3 After 30 days we have no continuing obligation. Further work is quoted, payable in advance, scheduled as capacity allows, and charged at the rates current at the time.
12.1 The work remains ours until everything owed is paid. On full payment, ownership of the final deliverables made for you passes to you.
12.2 We keep our tools, templates and unused concepts, and you receive a permanent licence to use any of our tools that form part of your site. Third-party materials stay under their own licences.
12.3 We may show the work in our portfolio and place a small credit in the footer unless you ask otherwise in writing.
12.4 Ad accounts. Where you pay the advertising platform directly, the ad account is in your name. Where Brandflip pays the platform and invoices you for ad spend, the ad account belongs to Brandflip. Your website, Google Business Profile and customer data belong to you. When a managed ads service ends, we pause the campaigns at the end of the notice period and send a summary of results on request.
Please read this clause carefully and initial it on the signing page.
13.1 We work with the utmost care and a honed specialised skillset. We do not promise that a site will be uninterrupted, error-free or secure against every threat, or that it will achieve any business result.
13.2 To the extent the law allows, we are not liable for indirect or consequential loss, including lost profit, revenue, data or goodwill.
13.3 To the extent the law allows, our total liability is limited to the amount you paid us in the 12 months before the claim arose.
13.4 We are not liable for the acts or failures of hosting companies, platforms, payment providers or other third parties. You are responsible for your own backups after handover unless you have a care plan.
13.5 Nothing here limits liability for fraud, gross negligence or anything the law does not allow us to exclude.
Each of us keeps the other's business information confidential and complies with the Protection of Personal Information Act 4 of 2013. You are responsible for the lawfulness of personal information you give us and for the privacy notices on your site.
15.1 Either of us may end a project on 15 business days' written notice. We may end it sooner for unpaid invoices or a material breach not fixed after written notice.
15.2 On ending, you pay for all work done and costs committed. The deposit and amounts paid are not refunded, and ownership passes only once everything owed is paid.
15.3 If you are a consumer under the Consumer Protection Act 68 of 2008, your rights under that Act apply where they conflict with this clause.
16.1 These terms, with your scope agreement, are the whole agreement. Changes are valid only in writing, and email is sufficient.
16.2 If we accommodate a request outside these terms once, we have not given up the right to charge for similar requests later.
16.3 Signatures may be electronic. For the duration of the project and 12 months after, you will not hire anyone who worked on your project without our consent.
16.4 Disputes go first to good-faith discussion, then mediation, then the South African courts. South African law applies.
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