Terms and Conditions

I. The Client wishes to engage Grindstone for the provision of Advertising, Design and Marketing Services and Grindstone wishes to provide these Services to the Client.

II. This Agreement records the terms and conditions on which Grindstone shall provide the Services to the Client.

III. It is recorded that in the process of the aforesaid Service delivery to the Client, Grindstone will become privy to certain confidential information of the Client. This information may include but is not limited to technical and business information relating to the Client’s proprietary ideas, patentable ideas copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure. Grindstone acknowledges that this information represents a protectable interest to the Client and specifically agrees not to disclose such “Confidential information” to any third party. Grindstone hereby also undertake to limit disclosure of “Confidential Information” within its own organisation to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation or other entity) without the prior written consent of the Client.

The proposal is based on our initial understanding of the scope of work. It is therefore a preliminary proposal based on basic insights provided. Further information and feedback are required to ensure accurate scope of work and pricing. All projects include up to two rounds of free revisions, unless otherwise specified. Additional revisions will be billed at our standard hourly rate or quoted separately. Revisions must fall within the original scope of work.

Not included in the project fees are any production costs, printed media, Ad placement fees or purchasing of stock images (if necessary), printing costs, professional photography other than set out in this agreement, copywriting other than set out in this agreement, payment for Google Ads or any other online ads, or any third-party costs (print ads, etc). These will be quoted separately when/if required. Any changes to the agreed-upon scope of work after the project has commenced must be requested in writing. Grindstone reserves the right to adjust the project timeline and budget accordingly to accommodate such changes.

We will create a project plan tailored to your requirements, outlining key tasks, deliverables, and milestones. Each phase must be completed and signed off on before we proceed to the next. This structure ensures smooth delivery and keeps everyone on track.

The Client agrees to provide accurate, complete, and timely information and materials necessary for Grindstone to provide the Services. Delays in content delivery may impact the project timeline. Should this occur, Grindstone reserves the right to pause the project and adjust the delivery schedule and project cost accordingly. Projects will be rebooked into the schedule based on availability once the required input is received.
If the Client anticipates a delay, written notice must be submitted before the deadline. A maximum of two deadline extensions may be granted at our discretion. Continued failure to meet content deadlines may result in project cancellation or additional charges.
Digital Advertising Retainers: We follow a structured process to consistently create content that resonates with your business and audience. To ensure quality and planning efficiency, we require your input on desired post topics, messaging, and any visual assets (images or videos) at least 60 days before the start of the campaign month.

Authentic, high-quality visuals are essential for capturing attention on digital platforms. We strongly encourage you to supply images and videos that showcase your team, products, services, or behind-the-scenes moments. The Client confirms that any content provided is owned or properly licensed, and assumes responsibility for any disputes from improper use of third-party materials.
If required content or feedback is not submitted by the agreed deadline, Grindstone will proceed with content creation based on our best understanding of your brand, including the use of stock imagery or generic messaging. While we’ll always aim to align with your marketing goals, your direct input ensures the most authentic representation of your brand. If any disputes arise during the project, both parties will make reasonable efforts to resolve them amicably. If an agreement cannot be reached, either party may choose to terminate the project with written notice.
Work requested outside of our regular business hours (Monday to Friday, 08:00–17:00), including weekends and public holidays, may incur an overtime rate. If an express turnaround is requested ahead of the original deadline, an express fee will apply.

Missing in Action: If the Client fails to respond or provide required input for 30 consecutive calendar days, the project will be deemed inactive. We reserve the right to close the project and retain any work completed. Deposits and payments made will be non-refundable.
Approval & Sign-Off Timelines: Once completed work is submitted to the Client (e.g., designs, copy, or website stages), it is the Client’s responsibility to review and confirm feedback or amends within 30 calendar days. If no response or feedback is received during this time, the work will be considered approved and signed off. That item or stage of the project will then be deemed completed and invoiced accordingly. This helps us maintain project momentum and ensure timely delivery for all clients.

A non-refundable deposit of 50% of the total project cost shall be paid within 30 days of the effective date of this agreement and before the commencement of the project. This deposit will secure the project and initiate the design and development process. For one-off projects, the balance is due upon completion or within 30 days of the invoice date, whichever comes first. No final artwork will be handed over, and no websites will be made live until full payment has been received. Full upfront payment is required for projects under R5,000. For international clients, any bank charges incurred during payment must be covered by the Client. These fees will be added to the final invoice if not prepaid.

When dealing with third-party suppliers, such as printers or media houses, no artwork will be submitted or put into production until payment has been received in full from the Client. For ongoing retainer projects, monthly payments must be made at the beginning of each month for the month ahead.
In the event of late payment, Grindstone reserves the right to charge interest at a rate of 10% per month on outstanding balances. If payment is not received within 30 days, Grindstone may halt all Services until full payment is made.

Content Submission and Quote Revision: The Client agrees to supply all necessary content (including text, images, and any other required materials) within 90 days of the project start date. If the Client fails to provide the required content within this time frame, Grindstone reserves the right to review and revise the original project quote. Such revisions may account for inflation, changes in market conditions, or any additional work that may be required due to the delay. Any adjustments to the quote will be communicated to the Client before proceeding.

To ensure your website remains secure, up-to-date, and fully functional, we strongly recommend that all Clients sign a separate maintenance agreement. This covers essential services such as software and plugin updates, security monitoring, and regular site backups. Without an active maintenance agreement in place, Grindstone will not be held liable for any performance issues, security breaches, or data losses that affect your website or digital assets after project handover. This includes, but is not limited to: Website downtime, Outdated plugins or integrations, Security vulnerabilities, Broken layouts or functionality caused by software changes. Should you opt not to enter into a maintenance agreement, any future support or fixes will be quoted and billed separately at our standard hourly rate and subject to scheduling availability.

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.

All final artwork produced by Grindstone —including, but not limited to, creative concepts, designs, and copywriting—remains the intellectual property of Grindstone until full payment is received. Until the Client pays in full, they are not permitted to use, display, or distribute any of the designs or materials, including logos, on any digital platforms, signage, window decals, or other mediums. If the work is used prior to payment, the Client will be required to remove it immediately. Upon full payment, ownership of the final artwork used by the Client transfers to the Client, while concept work remains the property of Grindstone. Unless agreed in writing, Grindstone reserves the right to showcase completed work for portfolio, case study, and promotional use. Website footers may include a discreet credit link (e.g., “Created by Grindstone”).

The Client agrees to indemnify, defend, and hold harmless Grindstone from and against any third-party claims, liabilities, damages, losses, and expenses, including but not limited to legal fees, arising out of or in connection with the Services provided, including any content, materials, or assets provided by the Client.

Either party may terminate this agreement at any time with one calendar month’s written notice. In the event of termination, the Client will be responsible for payment of all work completed and services rendered up to the termination date. This includes any additional hours or costs incurred due to delays, extended timelines, or missed deadlines caused by the Client.

If the Client fails to respond or provide the required content, approvals, or input for 30 consecutive calendar days, the project will be considered abandoned. Grindstone reserves the right to terminate the project, and any work completed up to that point will remain the property of Grindstone. All payments made, including deposits, will be non-refundable.

All deposits and upfront payments are non-refundable unless otherwise agreed in writing.

This agreement shall be governed by and construed in accordance with the laws of South Africa.

Neither party shall be liable for any delay or failure to perform its obligations under this agreement if such delay or failure is due to circumstances beyond the reasonable control of that party (e.g., natural disasters, acts of war, government actions). In the event of a force majeure, the affected party shall notify the other party in writing within 14 days of the occurrence and shall take reasonable steps to minimise the effects of the force majeure.