Terms of Engagement

Version 1.0 — 12 May 2026

These Terms of Engagement (“Terms”) govern the provision of services by Cipher Shift (Pty) Ltd, registration number 2026/295833/07, of Roodepoort, South Africa (“Cipher Shift”, “we”, “us”, “ our”) to the client identified on the relevant invoice or service request (“Client”, “you”, “your”). Together with the issued invoice and any signed brief or quote, these Terms constitute the complete agreement between the parties.

1. Acceptance

1.1. You accept these Terms by any one of the following acts:

1. replying in writing — by email, WhatsApp, or SMS — to confirm your agreement;
2. paying the deposit set out on the invoice; or
3. instructing us to commence work.

1.2. Any of the above constitutes binding acceptance. You confirm that you are authorised to enter into this agreement on behalf of yourself or the business you represent.

2. Scope of services

2.1. The services we will deliver are those listed:

1. on the invoice;
2. on the package page referenced (e.g. ciphershift.co.za/packages) on the date of invoice; or
3. in any signed brief or written quote.

2.2. Variations to scope (“scope changes”) must be agreed in writing — WhatsApp or email is sufficient. Scope changes may attract additional fees and adjusted timelines, which we will quote in writing before commencing work on them.

3. Fees and payment

3.1. Fees are as set out on the invoice and are quoted in South African Rand (ZAR).

3.2. Deposit. Unless otherwise stated, 50% of the project total is payable on receipt of invoice. Work commences once the deposit reflects in our bank account.

3.3. Balance. The remaining 50% is payable on delivery and before handover of final files, credentials, source code, or any production access.

3.4. Pass-through costs. Third-party fees (e.g. CIPC fees, domain registration, third-party platform fees) are billed at cost and are non-refundable once paid to the relevant third party.

3.5. Late payment. Balances unpaid more than 7 (seven) days after delivery attract a late fee of 2% per week, compounded weekly, on the outstanding balance.

3.6. VAT. Cipher Shift is not currently VAT-registered. No VAT is charged on invoices. We will notify you in writing if our VAT status changes.

3.7. Banking details are provided on the invoice. You bear responsibility for verifying banking details before payment.

4. Delivery and timelines

4.1. Timelines stated on the invoice, the package page, or in any brief are estimates in business days, calculated from the later of (i) receipt of the deposit and (ii) receipt of all required content, brand assets, and approvals from you.

4.2. Where the project depends on third parties (including but not limited to CIPC, SARS, domain registrars, hosting providers), delays caused by those third parties are outside our control and are not grounds for refund, penalty, or rescheduling at our cost.

4.3. Delays caused by you — including failure to provide content, brand assets, approvals, or responses to queries within 3 (three) business days — may extend the delivery timeline by an equivalent period.

5. Revisions

5.1. Each major deliverable includes two (2) rounds of revisions at no additional cost, provided revision requests are submitted in writing within 7 (seven) days of delivery of the draft.

5.2. Additional revision rounds are charged at R500 per round per deliverable, agreed in writing before commencement.

5.3. Substantial changes — for example, complete redesigns after a draft has been approved, or pivots in business direction — are not revisions and will be quoted separately as scope changes.

6. Client responsibilities

You are responsible for:

1. providing accurate, complete, and lawful information, content, and brand assets;
2. responding to queries and approval requests within 3 (three) business days;
3. ensuring you have the legal right to use any content (text, images, logos, fonts, music, etc.) you provide to us, and indemnifying us against any third-party claims arising from material you have supplied;
4. maintaining the confidentiality of any login credentials and access information provided to you; and
5. acting in good faith and treating our team with reasonable professional courtesy.

We are not liable for delays, defects, or losses arising from incomplete, inaccurate, late, or unlawful information or content provided by you.

7. Intellectual property

7.1. On receipt of full payment, ownership of the final deliverables (website code, logo files, brand assets, custom-written copy) transfers to you. We hand over source files and credentials on receipt of the final balance, never before.

7.2. Until full payment, all work — including drafts, source files, and credentials — remains the property of Cipher Shift.

7.3. Third-party assets (stock images, fonts, plugins, templates, hosted platforms) remain licensed under the terms of the original provider. Some may carry ongoing licence fees, which become your responsibility post-handover.

7.4. Our toolkit. We retain ownership of, and may continue to use on future projects, any code libraries, automation scripts, internal templates, methodologies, processes, and frameworks we developed independently of, or in the course of, your project.

8. Portfolio, case study, and testimonial rights

8.1. Portfolio licence. You grant Cipher Shift a perpetual, royalty-free, worldwide, non-exclusive licence to display, reproduce, and reference the following in our portfolio, marketing materials, website, social media, sales decks, presentations, and pitches:

1. the delivered work, including screenshots, designs, and code samples;
2. your business name, logo, and trade marks (limited to identifying you as a client); and
3. the project as a written or visual case study.

8.2. Case study participation. You agree to participate in the production of a written case study about the project, to be published on our website and shared in our marketing channels. Participation includes answering a short set of written questions within 14 (fourteen) days of delivery.

8.3. Testimonial commitment. You agree to provide a written or short-form video testimonial about your experience with Cipher Shift within 30 (thirty) days of delivery. We will provide prompts or a question set to make this straightforward.

8.4. Confidential information. Anything you mark as confidential (financials, internal strategy, customer data, proprietary processes) will not be included in any case study or marketing material without your express written consent. The portfolio and case study rights granted above do not extend to such information.

9. Confidentiality

9.1. Each party agrees to keep confidential any non-public information disclosed by the other in the course of the project, except where disclosure is required by law or a regulatory authority. This clause survives termination of this agreement indefinitely.

10. Data protection (POPIA)

10.1. Cipher Shift complies with the Protection of Personal Information Act, 4 of 2013 (“POPIA”) in respect of any personal information you provide.

10.2. We process your personal information solely for the purposes of delivering the services, invoicing, communication, and ongoing client support — as set out in our Privacy Policy at ciphershift.co.za/privacy.

10.3. You consent to our retention of project records, communications, and deliverables for the period required by South African tax, corporate, and other applicable law.

10.4. Our Information Officer is Quinton Hoy (quintonhoy@ciphershift.co.za). Any data subject request must be sent in writing to that address.

11. Cancellation and termination

11.1. Cancellation by you. You may cancel at any time by written notice. The deposit is non-refundable once work has commenced. Any work completed beyond the deposit value will be invoiced at our prevailing hourly rate (we will confirm the rate in writing if you cancel) and is payable immediately on cancellation.

11.2. Termination by us. We may terminate the engagement if you fail to meet your obligations — including non-payment, failure to provide content, or non-responsiveness — after 14 (fourteen) days' written notice in which the failure remains unremedied. In such case, you remain liable for all fees up to the point of termination.

11.3. Termination for material breach. Either party may terminate immediately if the other commits a material breach not remedied within 14 days of written notice.

11.4. Survival. Clauses governing intellectual property, portfolio rights, confidentiality, data protection, limitation of liability, and governing law survive termination.

12. Limitation of liability

12.1. Our total cumulative liability under this agreement — whether in contract, delict, statute, or otherwise — is limited to the total fees paid by you under the relevant invoice.

12.2. We are not liable for any indirect, consequential, or special losses, including loss of profits, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill.

12.3. Nothing in these Terms excludes or limits our liability for fraud, gross negligence, wilful misconduct, or any liability that cannot lawfully be excluded or limited under South African law.

13. General

13.1. Governing law. This agreement is governed by the laws of the Republic of South Africa.

13.2. Jurisdiction. The parties consent to the non-exclusive jurisdiction of the South African courts.

13.3. Entire agreement. This agreement, together with the invoice and any signed brief or written quote, constitutes the entire agreement between the parties and supersedes all prior representations, discussions, and informal arrangements.

13.4. Variations. No variation of these Terms is effective unless made in writing and confirmed by both parties.

13.5. Severability. If any clause is held invalid or unenforceable, the remaining clauses continue in full force.

13.6. No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.

13.7. Force majeure. Neither party is liable for failure to perform obligations caused by events beyond reasonable control (including but not limited to natural disaster, civil unrest, government action, load-shedding, internet outages, or pandemic).

13.8. Notices. Any formal notice required under this agreement must be sent in writing to the email address recorded on the invoice. Notices are deemed received on the day of sending if sent during South African business hours (08:00– 17:00 SAST), or on the next business day otherwise.

13.9. Assignment. You may not assign or transfer your rights under this agreement without our prior written consent. We may assign our rights and obligations on written notice to you.

Cipher Shift (Pty) Ltd

Registration No: 2026/295833/07
B-BBEE certificate No: 9456442513
Roodepoort, South Africa
quintonhoy@ciphershift.co.za · 082 421 9527
ciphershift.co.za

By accepting these Terms (per clause 1), you confirm that you have read, understood, and agree to be bound by them.

This document is provided for transparency and does not constitute legal advice. If you are unsure about any clause, seek independent legal counsel.