Grindstone Terms and Conditions

Please read these Terms & Conditions carefully. Payment of any deposit or invoice issued by the Service Provider constitutes full acceptance of these Terms & Conditions. These Terms & Conditions are governed by the laws of the Republic of South Africa.

“Service Provider” refers to Grindstone Agency (insert full registered legal entity name).
“Client” refers to the individual or entity engaging the Service Provider.
“Project” refers to the agreed scope of work as outlined in the quotation, proposal, or project plan.

Only the services, deliverables, and features explicitly listed in the approved quotation or proposal are included in the Project fee.

The following are automatically considered out-of-scope, unless expressly included:

• Additional pages or designs
• New functionality not listed
• Platform changes
• Content population beyond agreed quantities
• Structural redesign after approval
• Additional integrations
• Copywriting
• Sourcing of stock images
• Photography
• Travel to client premiseS

Any requested changes outside the approved scope will:

1. Require a written change request.
2. Be quoted separately.
3. Potentially impact project timelines.

Work on out-of-scope requests will only commence once written approval and payment (if required) are received.
Verbal approvals or informal messaging do not constitute scope amendments.

Work will only commence once:

• The required deposit has been received; and
• All required content, materials, and approvals have been provided by the Client.

The Project will be scheduled based on availability at the time both requirements are fulfilled.
Delays in providing content or approvals may affect timelines and delivery dates.

Projects may be divided into logical milestones. Each milestone must be completed and approved before proceeding to the next phase.

Failure to provide approval within 14 working days of submission may be deemed acceptance, unless otherwise agreed in writing.

If the Client anticipates missing a deadline, a written extension request must be submitted before the deadline lapses. Milestone payments are still payable even if the Client requests a deadline extension.

A maximum of two (2) deadline extensions may be granted at the Service Provider’s discretion. Approval of extensions may result in revised timelines and scheduling adjustments.

You acknowledge that you are responsible for reviewing and approving all content, including but not limited to copy, images, and video, before publication. You further agree that Grindstone will not be held liable for any errors, omissions, or inaccuracies in the content after it has been approved and published.

The number of included revision rounds will be outlined in the project scope.

A revision round constitutes a consolidated list of changes submitted at one time.

Additional revision rounds beyond the agreed number will be billed at the Service Provider’s standard hourly rate.
Revisions do not include new concepts, redesigns, or substantial changes outside of the approved direction.

8.1 General Projects

For standard projects, a non-refundable deposit of 50% of the total project fee is required to initiate work.

The remaining balance is due prior to final delivery or handover of project files.

Projects under ZAR 5,000 and retainer-based services require full upfront payment.

8.2 Website Projects

For website design and development projects, the following staged payment structure applies, unless other payment terms were agreed on in writing:

• 50% deposit is required to initiate the project and secure scheduling.
• 75% of the total project fee becomes due upon mockup approval and before commencement of development.
• The final balance must be paid prior to the website going live, or within 90 calendar days of the deposit payment date, whichever occurs first.

No website will be launched, transferred, or made publicly accessible until full and final payment has been received.

Failure to meet staged payment deadlines may result in work suspension.

If any invoice remains unpaid beyond its due date:

• Work will be immediately suspended.
• Access to files, hosting environments, staging sites, ad accounts, or deliverables may be restricted without notice.
• The Service Provider reserves the right to withhold launch, transfer, migration, or administrative access.

Interest will accrue on overdue amounts at 2% per month, calculated from the due date until payment is received, or the maximum rate permitted under South African law — whichever is lower.

The Client will be liable for all legal, administrative, and collection costs incurred in recovering outstanding amounts, including attorney-and-client costs.

9.1 Hosting & Access Suspension

Where the Service Provider manages hosting or maintains administrative control of a website, the Service Provider reserves the right to:

• Suspend hosting services,
• Disable public access to the website,
• Restrict backend access,

if any invoice remains unpaid for more than 7 calendar days after written notice.

The Service Provider shall not be liable for any loss of revenue, data, rankings, or business interruption resulting from such suspension.

All deposits are strictly non-refundable.

In exceptional circumstances, if a refund is granted at the sole discretion of the Service Provider, it will not exceed 80% of the deposit paid.

Standard working hours are Monday to Friday, 08:00–16:30 (excluding South African public holidays).

Work requested outside of these hours will be billed at an overtime rate.

Expedited projects requiring delivery ahead of the agreed timeline may incur an express fee.

The Service Provider shall not be held liable for delays or failure to perform due to circumstances beyond reasonable control, including but not limited to natural disasters, acts of God, labour disputes, governmental restrictions, power outages, or internet service disruptions.

Project timelines will be extended accordingly.

If the Client fails to respond to communications, provide required materials, or give approvals for a period of 30 consecutive calendar days, the Project will be deemed abandoned.

In such cases:

• The Project will be formally closed.
• All payments made will be forfeited.
• All work completed remains the sole property of the Service Provider.
• Any remaining outstanding balance immediately becomes due and payable.

Should the Client wish to reinstate the Project:

• A restart fee of no less than 15% of the original project value may apply.
• A new timeline will be issued.
  Pricing may be revised to reflect current rates.
• The Service Provider is not obligated to retain project files beyond 60 days after abandonment.

If the Client cancels the Project:

• The Client will be invoiced pro rata for work completed up to the cancellation date.
• Payment of the outstanding amount is due within five (5) working days.

The deposit remains non-refundable.

Until full and final payment has been received, all concepts, designs, source files, development code, working files, and deliverables remain the sole property of the Service Provider.

Upon receipt of full payment, ownership of final approved deliverables will transfer to the Client, excluding:

• Preliminary concepts not selected
• Internal working files
• Third-party licensed assets (which remain subject to their respective licenses)

For website projects, all development files, source code, hosting environments, and administrative access credentials remain the property of the Service Provider until full payment is received.

The Client agrees that the Service Provider may:

• Display completed work in portfolios, case studies, and marketing materials.
• Include a discreet footer credit on websites stating:
  “Created by Grindstone Agency” with a link to the Service Provider’s website.

Removal of the credit may be subject to a negotiated fee.

The Service Provider is not responsible for:

• Third-party hosting failures
• Plugin or software updates
• Platform outages (e.g., Meta, Google, WordPress, Shopify, etc.)
• Changes in third-party policies

Any third-party costs are the responsibility of the Client unless otherwise specified.

Both parties agree to first attempt to resolve disputes amicably through written communication.

18.1 Any dispute between the Parties arising out of this Agreement or its legality or its enforceability or the interpretation thereof, that cannot be resolved within 5 (five) calendar days (Monday to Friday) after written notification by either Party, shall be referred to the ADR UBUNTU platform (www.adrubuntu.co.za) for mediation, by either of the Parties, by way of electronic notice to the other Party via the mobile number/s and/or email address/es provided in this Agreement. The Rules for Mediations as set out on the ADR UBUNTU Platform shall be applied.

18.2 Should the Parties be unable to resolve the dispute through mediation they agree that the dispute shall then be referred for arbitration to the ADR ACCESS platform (www.adraccess.co.za) within 5 (five) calendar days, after receipt of the Certificate of Outcome issued by the ADR UBUNTU Registrar, by either of the Parties, by way of electronic notice to the other Party via the mobile number/s and/or email address/es provided in this Agreement. The Accelerated Rules for Commercial and/or Labour Arbitrations shall be applied.

18.3 This clause is a separate, divisible agreement from the rest of this Agreement and shall remain in effect, even if the Agreement or part thereof, is terminated, nullified, cancelled or found to be invalid, for any whatsoever reason or cause.

18.4 The Parties agree that a written demand by any Party that a dispute be submitted for resolution in terms of this clause 18 is deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act 68 of 1969.
If resolution cannot be reached, the Service Provider reserves the right to terminate the Project.

Clients making payments outside South Africa are responsible for all bank charges, currency conversion fees, and transaction costs. Any shortfall will be added to the final invoice.

The Service Provider does not guarantee:

• Search engine rankings
• Website traffic volumes
• Sales conversions
• Platform uptime (where third-party hosting is used)
• Security against all cyber threats

The Client acknowledges that websites operate within third-party ecosystems (including but not limited to hosting providers, domain registrars, plugins, platforms, search engines, and payment gateways) and the Service Provider cannot be held liable for failures, policy changes, outages, or security vulnerabilities originating from such third parties.

To the maximum extent permitted by law, the Service Provider’s total liability for any claim arising out of the Project shall not exceed the total fees paid by the Client for that Project.

The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any claims, damages, liabilities, costs, or expenses arising from:

• Content supplied by the Client (including copyright infringement, defamation, or unlawful content),
• Misuse of the website,
• Breach of third-party intellectual property rights,
• Regulatory non-compliance of the Client’s business,
• Any modifications made to the website by third parties after handover.

Where the Service Provider manages domain registrations and/or website hosting on behalf of the Client, renewal invoices will be issued in advance of the renewal date.

All hosting and domain renewal invoices must be paid in full within 30 calendar days of the invoice date.

Failure to pay within this 30-day period will result in:

• Immediate suspension of hosting services; and/or
• Non-renewal or cancellation of the domain registration.

The Service Provider is under no obligation to continue hosting services or renew domain registrations where payment has not been received within the stipulated period.

If hosting services are suspended or a domain is not renewed due to non-payment, the website and any associated services (including email accounts) may become inaccessible or permanently disabled. The domain may enter a redemption period, incur additional recovery fees, or become publicly available for registration by third parties. Restoration of services is not guaranteed once cancellation has occurred. The Service Provider shall not be liable for any loss of data, revenue, search engine rankings, business interruption, reputational damage, or other consequential loss arising from such suspension, expiration, or cancellation resulting from non-payment.

Ongoing website maintenance, updates, security monitoring, backups, performance optimisation, or technical support are not included in the Project fee unless expressly stated in writing.

Where the Client elects to engage the Service Provider for ongoing maintenance services, such services will be governed by a separate Website Maintenance Service Level Agreement (“SLA”), which must be signed by both parties.

In the event of any inconsistency between these Terms & Conditions and the signed SLA, the terms of the SLA shall prevail in relation to maintenance services only.

The Service Provider shall have no obligation to provide ongoing maintenance or support in the absence of a signed SLA.

23.1 No maintenance = No Liability

To ensure websites remain secure, up-to-date, and fully functional, the Service Provider strongly recommends that all Clients enter into a signed Website Maintenance SLA covering services such as software updates, plugin updates, security monitoring, and routine backups.

In the absence of an active signed SLA, the Service Provider shall not be held liable for any performance issues, security breaches, data loss, software conflicts, downtime, or functionality failures arising after project handover.

This includes, but is not limited to:

• Website downtime
• Outdated plugins or integrations
• Security vulnerabilities
• Broken layouts or functionality caused by third-party software updates
• Compatibility issues following platform updates

Where no SLA is in place, any future support, repairs, troubleshooting, or updates will be quoted and billed at the Service Provider’s standard hourly rate and will be subject to availability.