Terms and Conditions of Service

Preamble & Acceptance

These Terms and Conditions of Service ("Agreement") constitute a legally binding contract between GreyInkProjects ("the Agency", "we", "us", or "our"), a digital products and creative services business, and any individual, company, or entity ("Client", "you", or "your") that engages, contracts, retains, or otherwise makes use of the Agency's services, whether verbally, electronically, or in writing. By engaging GreyInkProjects — whether through signing a proposal, paying a deposit, sending an email confirmation, initiating a project brief, or any conduct consistent with acceptance — the Client conclusively agrees to be bound by this Agreement in its entirety. No claim of unawareness of these terms shall constitute a valid defence. This Agreement supersedes all prior negotiations, representations, or agreements and constitutes the entire understanding between the parties. GreyInkProjects reserves the right to amend these Terms at any time; continued engagement following notice of amendment constitutes acceptance of the revised terms.

1. Definitions

For the purposes of this Agreement:

• "Services" means all digital products, creative deliverables, and professional services offered by GreyInkProjects, including but not limited to: website design and development, website maintenance, business branding packages, SEO starter packages, landing pages, business strategy templates, email newsletter templates, presentation decks, analytics dashboards, branding style guides, portfolio and blog templates, content calendars, social media assets, copywriting, and any related digital or creative output.
• "Project" means any scope of work agreed upon between GreyInkProjects and the Client, as defined in a Proposal, Scope of Work document, or written correspondence.
• "Deliverables" means the final outputs, files, designs, code, templates, documents, or other materials produced by GreyInkProjects for the Client under a Project.
• "Proposal" means any written quote, scope of work, project brief, or service agreement issued by GreyInkProjects.
• "Intellectual Property" or "IP" means all copyrights, trademarks, patents, trade secrets, design rights, moral rights, and all other proprietary rights in any materials or content.
• "Client Content" means any materials, data, images, text, branding assets, or information supplied by the Client to GreyInkProjects for use in the Project.
• "Confidential Information" means all non-public information disclosed by either party in connection with the Project.

2. Scope of Services & Maintenance Framework

2.1 GreyInkProjects will perform the Services as described in the agreed Proposal or Scope of Work document.

2.2 Any services, features, or deliverables not explicitly listed in the agreed Proposal are excluded from the scope and will require a separate written amendment and additional fees.

2.3 Clarity on Website Maintenance vs. Overhauls: The Client explicitly acknowledges that routine Website Maintenance (e.g., security updates, plugin patches, minor content tweaks, or bug fixes) and a structural/visual Layout Design Overhaul are fundamentally different services. They will be quoted, treated, and charged completely separately. Routine maintenance does not cover architectural rewrites, fresh theme designs, template alterations, layout updates, or scope modifications, which will require a brand-new custom design project quote and separate pricing arrangement.

2.4 GreyInkProjects reserves the right to determine the manner, method, tools, technologies, and processes used to deliver the Services, provided the final Deliverables meet the agreed specifications.

2.5 The Client acknowledges that GreyInkProjects may use third-party platforms, software, plugins, or services in delivering the Project.

2.6 Requests for work outside the agreed scope ("Scope Creep") will be documented, quoted separately, and require written approval before being actioned. GreyInkProjects is not obligated to commence out-of-scope work pending written agreement and payment confirmation.

3. Domain Registration, Hosting & Ongoing Liabilities

3.1 The Client must provide valid billing credentials or settle third-party platform invoices immediately. GreyInkProjects will not assume liability for dropped domains, lost branding, or service suspensions due to a Client's failure to maintain their domain name, registration, or hosting renewals.

4. Proposals, Quotes & Project Commencement

4.1 All Proposals issued by GreyInkProjects are valid for fourteen (14) calendar days from the date of issue unless otherwise stated. After this period, GreyInkProjects reserves the right to revise or withdraw the Proposal.

4.2 Prices and payment structures are negotiable under formal terms before work begins, and custom milestone payment tracks or structured options may be mutually approved in writing.

4.3 A Project shall only be officially deemed to have commenced upon: (a) receipt of the required initial deposit or the first installment of an explicitly negotiated payment plan, and (b) written confirmation from GreyInkProjects. Verbal instructions or informal approvals do not constitute project commencement.

4.4 GreyInkProjects reserves the right to decline any project, client, or request at its sole discretion, without being required to provide reasons.

5. Fees, Flexible Payment Plans & Default Penalties

5.1 Standard Payment Structure: Unless a customized alternative plan is formally negotiated under Clause 5.2, all projects shall default to a 50% non-refundable deposit due before work commences, with the remaining 50% balance due upon project completion, prior to delivery of final files or launch.

5.2 Negotiated Payment Plans: GreyInkProjects recognizes client operational needs and permits clients to negotiate custom payment plans and monthly installment structures. These must be structured and signed as an addendum to the standard project scope before work initiates.

5.4 Payment Deadlines & Late Interest: All standard invoices are due within seven (7) calendar days of the invoice date. Invoices remaining unpaid beyond their specified deadline will attract interest at a rate of 2% per month (compounded) on the outstanding balance. GreyInkProjects may also engage a third-party debt collection agency and recover all associated collection costs from the Client, including legal fees on an attorney-client scale.

5.5 Currency & Taxes: Unless otherwise stated, all fees are quoted in South African Rand (ZAR) and are exclusive of Value Added Tax (VAT). VAT will be charged at the prevailing rate where applicable.

5.6 No Work Without Payment: GreyInkProjects operates on a strict payment-before-delivery policy. Final source files, website credentials, live deployments, and any final Deliverables shall not be permanently transferred or released to the Client until all outstanding invoices have been paid in full.

6. Revisions & Change Requests

6.1 Each Project includes a defined number of revision rounds as stated in the Proposal. Where not specified, a maximum of two (2) rounds of minor revisions are included per deliverable. A "revision" is defined as reasonable refinement of an existing concept — it does not include fundamental changes to direction, style, layout overhaul, or scope.

6.2 Requests for revisions that exceed the included allowance, or that constitute a major change in direction, shall be treated as additional work and billed at GreyInkProjects' prevailing hourly rate or via a separate standalone quote.

6.3 GreyInkProjects does not accept unlimited or open-ended revision clauses. Revision requests must be submitted in a single, consolidated document per round. Fragmented or piecemeal revision requests may be declined or billed as separate revision rounds.

7. Timelines & Delivery

7.1 Project timelines are estimates based on information available at the time of quoting. GreyInkProjects will make reasonable efforts to meet agreed timelines; however, delivery is contingent on the Client providing required materials, infrastructure logins, approvals, and feedback in a timely manner.

7.2 GreyInkProjects shall not be held liable for delays caused by: (a) the Client's failure to provide content, feedback, or approvals within agreed timeframes; (b) changes in project scope; (c) third-party dependencies such as hosting providers, domain registrars, or payment gateways; (d) force majeure events.

7.3 If the Client causes delays beyond fourteen (14) calendar days, GreyInkProjects reserves the right to place the project in a queue and reschedule it based on current workload, without penalty. If a project is inactive for more than thirty (30) days due to Client unresponsiveness, GreyInkProjects may treat the project as abandoned (see Clause 12).

7.4 GreyInkProjects does not guarantee specific search engine rankings, social media performance, conversion rates, or any other measurable business outcomes as a result of delivering any Service.

8. Client Responsibilities

The Client agrees to:

• Provide all required content, materials, branding assets, infrastructure logins, and information in a timely manner and in the format requested by GreyInkProjects.
• Nominate a single point of contact authorised to provide binding approvals and feedback on behalf of the Client organisation.
• Review and approve (or provide consolidated feedback on) deliverables within five (5) business days of submission. Failure to respond shall be deemed approval.
• Ensure all Client Content supplied is accurate, lawful, and does not infringe any third-party intellectual property or other rights.
• Maintain current and adequate backups of their own data, live websites, and digital assets. GreyInkProjects is not responsible for data loss or infrastructure drops outside of active maintenance contracts.
• Comply with all applicable laws and regulations in their use of the Deliverables.

9. Intellectual Property Rights

9.1 All Deliverables, designs, code, and creative work produced by GreyInkProjects remain the sole intellectual property of GreyInkProjects until full payment of all invoices has been received. The Client acquires no rights in any work — including partial work — until all outstanding amounts are settled.

9.2 Upon receipt of full and final payment, GreyInkProjects assigns to the Client ownership of the final agreed Deliverables, excluding any GreyInkProjects proprietary frameworks, tools, base templates, or third-party components incorporated therein. The Client receives a perpetual, non-exclusive licence to use such incorporated components in accordance with their respective licence terms.

9.3 GreyInkProjects retains the right to: (a) display all completed work in its portfolio, case studies, website, and marketing materials; (b) use general methodologies, skills, and know-how acquired during any Project; (c) re-use non-Client-specific design elements, code snippets, frameworks, and templates.

9.4 Where third-party fonts, stock images, icons, plugins, themes, or software are used, the Client is responsible for ensuring ongoing compliance and licensing fees. GreyInkProjects may source and incorporate third-party assets; however, ongoing licence fees, subscriptions, or renewals remain the Client's responsibility.

9.5 The Client warrants that all Client Content supplied to GreyInkProjects is owned by or properly licenced to the Client, and that its use in the Project does not infringe any third-party rights. The Client indemnifies GreyInkProjects against all claims, damages, costs, and expenses arising from any breach of this warranty.

10. Warranties & Disclaimer

10.1 GreyInkProjects warrants that the Services will be performed with reasonable skill and care, and that the Deliverables will materially conform to the agreed specifications at time of delivery.

10.2 Except as expressly set out in this Agreement, GreyInkProjects provides all Services and Deliverables on an "as is" and "as available" basis, and to the fullest extent permitted by law, disclaims all other warranties, express or implied, including but not limited to warranties of fitness for a particular purpose, merchantability, and non-infringement.

10.3 GreyInkProjects does not warrant that websites or digital products developed will be completely free from all errors, vulnerabilities, third-party plugin failures, or interruptions, or that they will meet the Client's specific commercial objectives or generate specific results.

11. Limitation of Liability

11.1 To the maximum extent permitted by applicable law, GreyInkProjects' total aggregate liability to the Client under or in connection with this Agreement, whether in contract, delict (tort), or otherwise, shall not exceed the total fees paid by the Client to GreyInkProjects in the three (3) months preceding the event giving rise to the claim.

11.2 GreyInkProjects shall not be liable under any circumstances for: (a) loss of profits, revenue, or business; (b) loss of data or corruption of data; (c) loss of goodwill or reputation; (d) indirect, incidental, special, consequential, or punitive damages — even if GreyInkProjects has been advised of the possibility of such damages.

12. Cancellation, Termination & Abandoned Projects

12.1 Cancellation by Client: The Client may cancel a Project at any time by providing written notice. Upon cancellation: (a) the deposit is non-refundable in all circumstances; (b) any work completed beyond the deposit value is payable at standard rates; (c) all work-in-progress remains the property of GreyInkProjects until full settlement of outstanding invoices.

12.2 Termination by GreyInkProjects: GreyInkProjects reserves the right to terminate this Agreement immediately and without liability if: (a) the Client breaches any material term and fails to remedy the breach within seven (7) days of written notice; (b) the Client engages in abusive, threatening, or unreasonable conduct toward personnel; (c) the Client becomes insolvent, is placed under administration, or is unable to pay its debts. Upon termination for Client default, all outstanding invoices become immediately due.

12.3 Abandoned Projects: A project is deemed abandoned if the Client fails to respond to communications for thirty (30) or more consecutive calendar days. GreyInkProjects will issue a written abandonment notice. If no response is received within seven (7) days, the project is formally closed. The deposit is forfeited, any outstanding work is billed, and all work-in-progress is retained by GreyInkProjects.

13. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law. This obligation survives termination of the Agreement for a period of three (3) years. GreyInkProjects may disclose the existence and general nature of a Client engagement for portfolio and marketing purposes, unless the Client requests confidentiality in writing prior to project commencement.

14. Dispute Resolution

14.1 In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation within fourteen (14) days of one party notifying the other of the dispute in writing.

14.2 If negotiation fails, the parties agree to refer the dispute to mediation before initiating formal legal proceedings. If mediation is unsuccessful, disputes shall be resolved by the competent courts of South Africa, and both parties irrevocably submit to the jurisdiction of such courts.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The Consumer Protection Act 68 of 2008 and the Electronic Communications and Transactions Act 25 of 2002 shall apply where relevant to the relationship between the parties.

16. General Provisions

16.1 Entire Agreement: This Agreement, together with any agreed Proposal or Scope of Work, constitutes the entire agreement between the parties.

16.2 Amendments: No amendment to this Agreement is valid unless made in writing and signed by both parties.

16.3 Sub-contracting: GreyInkProjects may engage subcontractors or freelancers to assist with any Project without requiring prior Client consent, provided GreyInkProjects remains responsible for output quality.

17. Acceptance & Acknowledgement

By executing a signed proposal, or by proceeding with any service engagement, deposit payment, or written project brief, the Client explicitly confirms they have read, understood, and unconditionally agree to be bound by these Terms and Conditions in their entirety.

GreyInkProjects Digital Agency
Email: hello@greyink.co  |  greyinkagency@gmail.com
WhatsApp: 060 540 6057

Version 2.0 — Effective Date: 2026.