Terms of service

1. Who we are

This website is operated by Auths Digital (Pty) Ltd (“Auths Digital”, “we”, “us”). The Electronic Communications and Transactions Act 25 of 2002 (ECTA) asks us to make the following information available to you:

2. What these terms cover

These terms apply when you browse this website, ask us for a proposal, engage us for services, or buy a digital product or online service from us. By doing any of those things you agree to these terms.

When we agree a written proposal, statement of work or other signed agreement with you, that document applies together with these terms. If the two conflict, the specific agreement wins.

Our Refund and cancellation policy and Privacy policy form part of these terms.

3. Services and proposals

We provide contract software development, web and mobile application development, and technical consulting.

• Proposals set out the scope, deliverables, price, timeline and engagement model for the work. A proposal is valid for 30 days from the date we send it.
• Work starts once you accept the proposal in writing (email is fine) and any deposit has been paid.
• Anything not listed in the scope is out of scope. If you would like something added, we will send a written change request with the effect on price and timeline, and start on it once you approve it.
• Timelines are estimates made in good faith. They assume that you provide access, content, feedback and decisions when we need them; delays on either side move the timeline by the same amount.

4. Engagement models

Each proposal uses one of the following models. The model also determines how cancellation works, as set out in the Refund and cancellation policy.

• Fixed quote. A fixed price for a defined scope. A deposit of 40% books the work, and the balance is invoiced on delivery.
• Milestones. The project is divided into milestones, each with its own scope, price and acceptance criteria. A deposit on the first milestone starts the project, and each milestone is invoiced when you accept it.
• Hourly. Time is tracked to the task, reported weekly and invoiced monthly. Blocks of hours may be reserved in advance at the rate in your proposal.

5. Fees, invoicing and payment

• Prices are in South African rand unless the proposal says otherwise, and exclude VAT unless stated.
• Invoices are payable within 14 days of the invoice date by electronic funds transfer or through the payment provider named on the invoice. Deposits are payable before work starts.
• If an invoice is overdue we may pause work and withhold deliverables until it is settled, and we may charge interest on the overdue amount at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975. You are responsible for reasonable costs of recovering an overdue amount.
• Bank charges, currency conversion fees and payment processor fees on your side are for your account.
• Third-party costs that a project needs, such as hosting, app store accounts, domains, licences and paid APIs, are not included in our fees unless the proposal says they are. We will tell you before incurring any cost on your behalf.

6. What we need from you

• Timely access to the systems, accounts, people, content and information the work depends on.
• A single point of contact with the authority to make decisions and accept deliverables.
• Confirmation that any content, data, designs or third-party material you give us may lawfully be used in the project.
• Prompt review of deliverables and feedback that we can act on.

7. Delivery and acceptance

We deliver work for review as it is completed. A deliverable is accepted when you tell us so in writing, when you put it into production use, or when 10 business days pass after delivery without written notice of a material defect, whichever comes first. If you report a material defect within that period we will correct it and deliver the work again.

For 30 days after launch we fix defects in the work we delivered at no charge, provided the defect is not caused by changes made by someone else, by third-party services, or by use outside the agreed scope. Support after that period, and new features, are quoted separately.

8. Intellectual property

• Once you have paid everything due for a deliverable, you own the intellectual property in the custom work we created for you under that engagement, and we assign it to you.
• We keep ownership of our pre-existing code, tools, libraries, templates and general know-how. Where those are included in a deliverable, you receive a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable.
• Open-source components are governed by their own licences, and we will tell you which ones the project uses.
• We may describe the work we did for you, in general terms, as an example of our work. We will only use your name or logo with your permission.
• You keep ownership of everything you give us, and you give us a licence to use it for the project.

9. Confidentiality

Each of us will keep the other’s confidential information private, use it only for the engagement, and protect it with reasonable care. This does not apply to information that is public, that a party already had, or that must be disclosed by law. The obligation continues for three years after the engagement ends, and indefinitely for trade secrets and personal information.

10. Digital products and online services

• When you buy a digital product from us you receive a non-exclusive, non-transferable licence to use it for your own purposes, or for your organisation’s purposes if you buy on its behalf. You may not resell, sublicense or redistribute it unless the product’s own licence says you may.
• The price, what is included, and any minimum term or renewal terms are shown before you pay. You can review and correct your order before it is placed, and you will receive a receipt by email.
• Subscriptions renew at the end of each billing period until you cancel. You can cancel at any time and the cancellation takes effect at the end of the current period.
• We may update, replace or discontinue a product or online service. If we discontinue a paid service we will give you reasonable notice and refund any prepaid period you will not receive.
• You must not use our online services to break the law, to harm others, or to interfere with the service.

11. Warranties and disclaimers

We warrant that we will perform services with reasonable skill and care, in line with good industry practice, and that to our knowledge our own work will not infringe anyone else’s intellectual property.

Except as set out in these terms and as required by law, services and digital products are provided as they are. We do not promise that software will be free of every defect, that it will meet every need you have not told us about, or that it will achieve any particular business outcome. Third-party services that a project relies on, such as hosting, payment providers and app stores, are outside our control.

12. Limitation of liability

To the extent the law allows, our total liability to you arising out of an engagement or a purchase, whether in contract, delict or otherwise, is limited to the fees you paid us for that engagement or purchase in the 12 months before the claim arose. Neither of us is liable to the other for indirect or consequential loss, loss of profit, loss of data or loss of business opportunity.

Nothing in these terms limits or excludes liability that cannot be limited or excluded by law, including your rights under the Consumer Protection Act 68 of 2008 where it applies to you.

13. Ending an engagement

• Either of us may end an engagement on 14 days’ written notice. What is paid and what is refunded on termination is set out in the Refund and cancellation policy.
• Either of us may end an engagement immediately if the other materially breaches these terms and does not fix the breach within 10 business days of being told about it in writing.
• On termination you pay for work done up to the effective date, and once that is paid we hand over the work in progress in its current state.

14. Your rights as a consumer

If you are a consumer under the Consumer Protection Act, or a natural person entering into an electronic transaction under ECTA, you have rights that these terms do not take away, including the cooling-off right in section 44 of ECTA where it applies. Those rights, and the situations in which the cooling-off right does not apply, are explained in the Refund and cancellation policy.

15. Disputes and governing law

These terms are governed by the laws of the Republic of South Africa. If a dispute arises, we will first try to resolve it by discussion between the people involved, and then, if needed, by mediation before either party goes to court. Consumers may also approach the Consumer Goods and Services Ombud or the National Consumer Commission. Subject to that, the South African courts have jurisdiction.

16. General

• These terms, together with any written agreement between us, are the whole agreement about their subject matter.
• If part of these terms is unenforceable, the rest still applies.
• Neither of us may transfer our rights or obligations under an engagement without the other’s consent.
• Notices may be sent by email: to us at christel@authsdigital.com, and to you at the address you gave us. Email and electronic signatures are valid under ECTA.
• We may update these terms from time to time. The date at the top shows when they last changed, and engagements already under way continue under the version in force when they started.

17. Contact

Questions about these terms can be sent to christel@authsdigital.com.