Terms and Conditions

These Terms and Conditions (“Agreement”) govern the provision of all services by Grey Collective Inc. (“Grey Collective”, “we”, “us”, or “our”) to any client (“Client”, “you” or “your”).

These Terms and Conditions apply to every quotation, proposal, project, service, consultation and engagement undertaken by Grey Collective unless otherwise agreed in writing.

By requesting a quotation, accepting a proposal, making payment, providing written or electronic instructions to commence work, or otherwise engaging Grey Collective, you acknowledge that you have read, understood and agree to be legally bound by these Terms and Conditions.

For the purposes of these Terms and Conditions:

“Agreement” means these Terms and Conditions together with any accepted quotation, proposal, project brief or written agreement.

“Client” means any individual, company, organisation or legal entity engaging Grey Collective.

“Deliverables” means any work, designs, software, websites, graphics, documentation, branding, code, content or materials produced by Grey Collective.

“Project” means any work undertaken by Grey Collective.

“Services” means all services provided by Grey Collective.

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

No legally binding agreement exists until one or more of the following occurs:

• A quotation is accepted in writing;
• A proposal is accepted in writing;
• Written instructions to commence work are received;
• A deposit or payment is received;
• Grey Collective confirms acceptance of the Project.

Grey Collective reserves the absolute right to refuse any Project without providing reasons.

Grey Collective provides professional digital services including, but not limited to:

• Website Design
• Website Development
• Website Maintenance
• Branding
• Logo Design
• User Interface Design
• User Experience Design
• Search Engine Optimisation
• Website Optimisation
• Business Automation
• Artificial Intelligence Solutions
• Digital Strategy
• Custom Development
• E-Commerce Solutions
• Website Support
• Any additional services agreed in writing.

Only the services specifically included within the accepted quotation or proposal shall form part of the Agreement.

Any work requested outside the agreed scope shall constitute additional work.

All quotations:

• are provided in good faith;
• are estimates only unless expressly stated otherwise;
• are subject to change before acceptance;
• may be withdrawn at any time before acceptance;
• exclude additional work unless specifically included.

Grey Collective reserves the right to correct any pricing, typographical or administrative errors.

Any request made after commencement of a Project that alters the agreed scope shall constitute a variation.

Variations include, but are not limited to:

• additional pages;
• additional functionality;
• design changes;
• new integrations;
• additional revisions;
• additional content;
• additional features.

Variations may result in:

• additional fees;
• revised timelines;
• revised delivery dates.

Grey Collective shall not be obliged to commence variation work until the variation has been approved.

The Client agrees to:

• provide accurate information;
• provide all required content;
• provide branding assets;
• provide logos;
• provide images;
• provide copy;
• provide licences where required;
• review work promptly;
• provide approvals without unreasonable delay;
• ensure all supplied material is lawful;
• ensure all supplied material does not infringe any third-party rights.

Grey Collective shall not be responsible for delays resulting from the Client’s failure to fulfil these obligations.

Any timeline supplied by Grey Collective is an estimate only.

Completion dates may change due to:

• client delays;
• incomplete information;
• late approvals;
• variation requests;
• technical requirements;
• third-party delays;
• force majeure events.

Grey Collective shall not be liable for any loss arising from revised delivery dates.

Unless otherwise agreed in writing, the number of revisions included within a Project shall be determined by the accepted quotation.

Any revisions beyond the agreed allowance shall constitute additional work and may be charged at Grey Collective’s prevailing rates.

Requests for substantial redesigns, structural changes or changes to the agreed creative direction shall be treated as new work.

The Client warrants that all material supplied to Grey Collective:

• belongs to the Client or has been lawfully licensed;
• may legally be used;
• does not infringe copyright;
• does not infringe trademarks;
• does not infringe privacy rights;
• does not contain unlawful material.

The Client indemnifies Grey Collective against any claim arising from materials supplied by the Client.

Invoices shall be payable in accordance with the payment terms specified on the relevant quotation or invoice.

Grey Collective reserves the right to suspend work where payment is overdue.

Completed Deliverables shall remain the property of Grey Collective until all outstanding amounts have been paid in full.

Late payments may attract interest to the maximum extent permitted by applicable law.

The Client shall remain liable for all reasonable legal costs and collection costs incurred in recovering overdue amounts.

All payments made to Grey Collective are subject to the following conditions:

• Deposits are strictly non-refundable once work has commenced.
• Payments made for completed work are non-refundable.
• No refund shall be provided where the Client changes their mind.
• No refund shall be provided after final delivery of the Project.
• No refund shall be provided where delays arise due to the Client.
• No refund shall be provided for partially completed work where the Client elects to terminate the Project.
• No refund shall be provided for digital services already performed.

Nothing contained in this clause limits any rights that cannot lawfully be excluded under applicable consumer protection legislation.

Unless otherwise agreed in writing, all concepts, designs, source code, software, documentation, frameworks, templates, development methodologies, systems, graphics, user interface designs, user experience designs, processes, tools and other intellectual property created by Grey Collective shall remain the exclusive property of Grey Collective until all invoices relating to the Project have been paid in full.

Upon receipt of full payment, ownership of the final approved Deliverables shall transfer to the Client only to the extent expressly agreed in writing.

Grey Collective shall retain ownership of:

• proprietary development frameworks;
• reusable code libraries;
• templates;
• development methodologies;
• internal systems;
• automation tools;
• artificial intelligence workflows;
• design systems;
• internal documentation;
• know-how;
• trade secrets.

Nothing contained herein transfers ownership of Grey Collective’s proprietary intellectual property.

Unless expressly agreed otherwise in writing, Grey Collective reserves the right to display completed Projects within its portfolio for promotional, marketing and business development purposes.

This may include:

• screenshots;
• photographs;
• videos;
• project descriptions;
• branding;
• publicly available information.

Where confidentiality obligations prevent publication, Grey Collective shall respect those obligations.

Where Grey Collective assists with the registration or transfer of domain names:

• the Client remains responsible for providing accurate registration information;
• the Client is responsible for all renewal fees unless otherwise agreed;
• Grey Collective accepts no responsibility for expired domains;
• Grey Collective accepts no responsibility for losses resulting from failure to renew domain registrations.

Ownership of any domain name remains subject to the policies of the applicable domain registrar.

Unless expressly agreed in writing, website hosting is not included within Grey Collective’s Services.

Where the Client elects to use a third-party hosting provider:

• Grey Collective makes no warranty regarding the hosting service;
• Grey Collective accepts no responsibility for server failures;
• Grey Collective accepts no responsibility for downtime;
• Grey Collective accepts no responsibility for data loss;
• Grey Collective accepts no responsibility for security incidents occurring on third-party infrastructure.

Unless otherwise agreed in writing, Grey Collective’s obligations conclude upon delivery of the completed Project.

Grey Collective is not responsible for:

• publishing the completed website;
• deploying the completed website;
• configuring hosting services;
• configuring domain names;
• configuring DNS records;
• migrating websites;
• maintaining live environments.

Where Grey Collective provides launch assistance, such assistance shall be limited to the scope expressly agreed in writing.

Following delivery of the completed Project, the Client assumes full responsibility for publication, deployment, operation and ongoing management.

Grey Collective may integrate or recommend third-party software, plugins, platforms, APIs or other technologies.

Grey Collective does not own or control such third-party services.

Accordingly, Grey Collective accepts no liability arising from:

• changes made by third-party providers;
• discontinued services;
• software incompatibilities;
• licensing changes;
• subscription pricing changes;
• service interruptions;
• outages;
• security incidents;
• data loss caused by third parties.

The Client remains responsible for complying with all applicable third-party licence agreements and subscription terms.

Grey Collective shall use reasonable skill and care when providing search engine optimisation services where included within the agreed scope.

However, Grey Collective does not warrant or guarantee:

• search engine rankings;
• first-page rankings;
• indexing;
• website traffic;
• enquiries;
• conversions;
• revenue;
• business growth;
• commercial success.

Search engine rankings remain subject to numerous factors outside Grey Collective’s control.

Grey Collective may utilise artificial intelligence, automation technologies and machine learning tools in the provision of certain Services.

All Deliverables are subject to human review before delivery where reasonably appropriate.

The Client remains responsible for reviewing and approving all Deliverables before use.

Grey Collective shall not be liable for losses arising from reliance upon Deliverables that have not been reviewed and approved by the Client.

The Client shall review all Deliverables promptly upon receipt.

A Deliverable shall be deemed accepted where:

• written approval is provided;
• the Deliverable is used commercially;
• the Client publishes or distributes the Deliverable;
• the Client fails to provide written feedback within fourteen (14) Business Days after delivery.

Following acceptance, any further amendments may constitute additional work and may be subject to additional fees.

Grey Collective develops Projects using generally accepted industry standards.

However, Grey Collective does not warrant identical appearance or functionality across:

• every browser;
• every browser version;
• every operating system;
• every device;
• every screen size;
• future software updates.

Reasonable variations may occur due to factors outside Grey Collective’s control.

Unless expressly included within the accepted quotation or a separate maintenance agreement, Grey Collective has no obligation to provide:

• updates;
• bug fixes;
• security patches;
• backups;
• technical support;
• content updates;
• software upgrades;
• maintenance services.

Any maintenance requested outside an agreed maintenance arrangement may be quoted separately.

To the fullest extent permitted by applicable law, Grey Collective, its directors, officers, employees, contractors, consultants, affiliates and service providers shall not be liable for any direct, indirect, incidental, consequential, special, exemplary or punitive loss or damage arising from or in connection with:

• the provision of Services;
• delays in delivery;
• project suspension;
• project cancellation;
• third-party software;
• hosting failures;
• domain registration issues;
• cyber incidents;
• malware;
• security breaches caused by third parties;
• loss of profits;
• loss of revenue;
• loss of business opportunities;
• business interruption;
• loss of goodwill;
• loss of anticipated savings;
• loss or corruption of data;
• loss of search engine rankings;
• reduction in website traffic;
• reduction in enquiries;
• reduction in sales;
• loss arising from inaccurate information supplied by the Client;
• acts or omissions of third parties.

Where liability cannot lawfully be excluded, Grey Collective’s total aggregate liability shall, to the fullest extent permitted by law, not exceed the total amount actually paid by the Client to Grey Collective for the specific Services giving rise to the claim.

Nothing contained in these Terms and Conditions excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

Grey Collective provides professional design and development services using reasonable skill, care and industry standards.

However, Grey Collective does not guarantee that any Project will:

• increase revenue;
• increase profitability;
• increase website traffic;
• improve search engine rankings;
• generate enquiries;
• generate sales;
• increase conversions;
• improve brand awareness;
• improve customer engagement;
• achieve any specific business objective;
• produce any financial return.

The Client acknowledges that commercial success depends upon numerous factors beyond Grey Collective’s control.

The Client agrees to indemnify, defend and hold harmless Grey Collective, its directors, officers, employees, contractors, consultants and affiliates against any claim, demand, action, proceeding, liability, damage, loss, cost or expense, including reasonable legal costs, arising directly or indirectly from:

• information supplied by the Client;
• content supplied by the Client;
• copyright infringement;
• trademark infringement;
• intellectual property disputes;
• unlawful content;
• defamatory material;
• misleading content;
• breach of applicable law by the Client;
• misuse of the Deliverables;
• modification of the Deliverables by any person other than Grey Collective;
• unauthorised access to the completed Project after delivery.

This indemnity shall survive completion or termination of the Project.

Grey Collective shall treat confidential information supplied by the Client as confidential and shall use reasonable measures to protect such information.

The Client likewise agrees to keep confidential any confidential business information, pricing, proposals, methodologies, documentation, processes, source code, proprietary systems or trade secrets disclosed by Grey Collective.

Neither party shall disclose confidential information except:

• with prior written consent;
• where required by law;
• where required by a court or regulatory authority;
• where reasonably necessary for the performance of the Agreement.

These confidentiality obligations survive termination of the Agreement.

Grey Collective reserves the right to suspend or refuse to continue providing Services where:

• payment is overdue;
• the Client breaches these Terms and Conditions;
• unlawful instructions are received;
• abusive, threatening or inappropriate conduct occurs;
• fraudulent activity is suspected;
• continued work would expose Grey Collective to legal, regulatory or reputational risk.

Suspension of Services shall not relieve the Client of any obligation to make payment for Services already performed.

Grey Collective may terminate the Agreement immediately by written notice where:

• the Client materially breaches these Terms and Conditions;
• payment remains outstanding beyond the agreed due date;
• the Client becomes insolvent;
• unlawful conduct is suspected;
• the Client provides false or misleading information;
• continuation of the Project becomes impracticable.

The Client may terminate the Agreement by written notice.

Where the Client terminates after work has commenced:

• all work completed up to the date of termination shall remain payable;
• deposits shall remain non-refundable;
• Grey Collective may invoice for all work completed to the termination date;
• all outstanding invoices shall become immediately due and payable.

Termination shall not affect any rights accrued before termination.

Grey Collective shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to:

• natural disasters;
• floods;
• fires;
• pandemics;
• epidemics;
• war;
• terrorism;
• civil unrest;
• government action;
• labour disputes;
• power outages;
• internet outages;
• failures of telecommunications services;
• cyberattacks;
• failures of third-party service providers;
• shortages of materials or services;
• any other event beyond Grey Collective’s reasonable control.

Performance shall be suspended for the duration of the force majeure event.

Grey Collective shall process Personal Information in accordance with applicable privacy and data protection legislation, including the Protection of Personal Information Act, 2013 (POPIA), and, where applicable, the General Data Protection Regulation (GDPR) and other relevant privacy laws.

The collection, use, storage and disclosure of Personal Information is governed by Grey Collective’s Privacy Policy, which forms part of these Terms and Conditions.

Grey Collective warrants that the Services will be performed with reasonable skill, care and diligence in accordance with generally accepted professional standards.

Except as expressly stated in writing, Grey Collective makes no other warranties, representations or guarantees, whether express, implied or statutory, including warranties relating to:

• merchantability;
• fitness for a particular purpose;
• uninterrupted operation;
• compatibility with every platform or device;
• error-free operation;
• future performance;
• commercial success.

To the fullest extent permitted by law, all implied warranties are excluded.

Grey Collective acts at all times as an independent contractor.

Nothing contained in these Terms and Conditions shall be interpreted as creating:

• a partnership;
• a joint venture;
• an employment relationship;
• an agency relationship;
• a fiduciary relationship,

between Grey Collective and the Client.

Neither party shall have authority to bind the other except where expressly agreed in writing.

The Client may not assign, transfer, delegate or otherwise dispose of any rights or obligations arising under these Terms and Conditions without the prior written consent of Grey Collective.

Grey Collective may assign or transfer its rights and obligations where reasonably necessary, including as part of a corporate restructuring, merger, acquisition or sale of business.

The Client agrees that communications transmitted electronically, including by email or other agreed electronic means, shall satisfy any legal requirement for written communication where permitted by applicable law.

Electronic approvals, instructions and confirmations may be relied upon by Grey Collective in the administration of the Project.

Any notice required under these Terms and Conditions shall be given in writing.

Notices may be delivered by:

• email;
• recognised courier service;
• registered post where applicable;
• any other written method agreed between the parties.

A notice shall be deemed received:

• on the date of delivery if delivered by hand;
• on the date confirmed as delivered by courier;
• on the date of successful transmission where sent electronically, unless proven otherwise.

The parties shall use reasonable efforts to resolve any dispute arising from these Terms and Conditions through good faith negotiations before commencing legal proceedings.

Nothing in this clause prevents either party from seeking urgent interim or injunctive relief where necessary to protect its legal rights.

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

Where mandatory consumer protection, privacy or other statutory rights apply in another jurisdiction and cannot lawfully be excluded, those mandatory rights shall continue to apply to the extent required by applicable law.

If any provision of these Terms and Conditions is found by a court or competent authority to be unlawful, invalid or unenforceable, that provision shall be severed only to the extent necessary.

The remaining provisions shall remain valid, binding and enforceable.

No failure, delay or omission by Grey Collective in exercising any right, power or remedy under these Terms and Conditions shall operate as a waiver of that right, power or remedy.

Any waiver shall only be valid if made expressly in writing by Grey Collective.

A waiver of any breach shall not constitute a waiver of any subsequent breach.

These Terms and Conditions, together with any accepted quotation, proposal, written agreement, Privacy Policy, Cookie Policy and any other applicable legal documents published by Grey Collective, constitute the entire agreement between the parties in relation to the Services.

They supersede all previous negotiations, discussions, representations, understandings and agreements relating to the subject matter.

No amendment shall be binding unless agreed in writing by both parties.

Any provision which, by its nature, is intended to survive completion, cancellation or termination of the Agreement shall remain in full force and effect, including but not limited to provisions relating to:

• payment obligations;
• intellectual property;
• confidentiality;
• limitation of liability;
• indemnities;
• dispute resolution;
• governing law;
• data protection;
• portfolio rights.

For any questions regarding these Terms and Conditions, please contact:

Grey Collective Inc.

Email: greycollectiveinc@gmail.com

Country of Operation: Republic of South Africa

The Client is responsible for reviewing all Deliverables before they are published, implemented or otherwise used.

Approval by the Client constitutes confirmation that the Deliverables are acceptable and suitable for the Client’s intended use.

Grey Collective shall not be liable for any errors, omissions, inaccuracies or defects that were reasonably capable of being identified by the Client prior to approval.

Following final delivery of the Project, all responsibility for the management, operation, administration, maintenance, security and ongoing use of the Deliverables shall pass to the Client unless otherwise agreed in writing.

Grey Collective accepts no responsibility for modifications, alterations, updates or changes made by any person other than Grey Collective after delivery.

Grey Collective shall not be liable for any loss or damage arising from such modifications.

Where a Project incorporates third-party software, plugins, APIs, libraries, payment gateways or other external technologies, Grey Collective does not warrant the continued availability, compatibility, security or performance of such third-party services.

Grey Collective shall not be liable for any interruption, incompatibility, failure, security vulnerability or loss arising from any third-party product or service.

Grey Collective has no control over search engines, artificial intelligence systems, browsers, operating systems or third-party platforms.

Accordingly, Grey Collective accepts no responsibility for:

• algorithm changes;
• search engine ranking fluctuations;
• indexing delays;
• AI-generated summaries or search results;
• browser updates;
• operating system updates;
• platform policy changes;
• changes affecting website functionality resulting from third-party updates.

Unless expressly agreed in writing, the Client is solely responsible for maintaining backups of all content, databases, files and other digital assets.

Grey Collective shall not be liable for any loss of data occurring after delivery of the Project.

Grey Collective develops Projects in accordance with generally accepted industry standards.

However, no website, software application or digital platform can be guaranteed to be completely secure.

Grey Collective does not warrant that any Deliverable will be immune from cyberattacks, malware, unauthorised access, hacking attempts, distributed denial-of-service attacks or other security incidents.

The Client acknowledges that cybersecurity is an ongoing responsibility requiring continuous monitoring, updates and maintenance.

Unless the parties have entered into a separate written maintenance or support agreement, Grey Collective has no obligation to provide:

• technical support;
• maintenance;
• software updates;
• content updates;
• security updates;
• bug fixes;
• compatibility updates;
• future enhancements.

Any post-delivery work shall constitute a separate engagement and may be subject to additional fees.

To the fullest extent permitted by applicable law, any claim arising out of or relating to the Services must be commenced within twelve (12) months from the date on which the cause of action arose, failing which such claim shall prescribe or be barred to the extent permitted by law.

Any right not expressly granted under these Terms and Conditions is reserved by Grey Collective.

Failure to exercise any right or remedy shall not constitute a waiver of that right or remedy.

Grey Collective reserves the right to amend its Services, pricing, processes and business practices at any time, subject to any applicable contractual obligations.