1. Definitions

• Brief: The initial project specification, requirements, and information provided by the Client to Plusto.
• Completion Date: The date on which the project is deemed complete and ready for handover, as notified by Plusto.
• Deliverables: The final website, software, source code, designs, or other outputs provided under the project.
• Due Date: The payment deadline specified in the invoice or quotation.
• Intellectual Property Rights (IP Rights): All copyrights, trademarks, patents, designs, database rights, and other intellectual property rights recognized under South African law and international treaties.
• Project: The specific web development, design, or related work outlined in the quotation or Brief.
• Proprietary Software: Custom or licensed software developed or integrated by Plusto, including source code and templates.

2. Services Provided

Plusto provides professional web design, development, hosting, and support services, including but not limited to:

• Custom website creation using approved technologies (e.g., HTML, CSS, JavaScript, CMS platforms like WordPress or proprietary systems).
• Graphic design, content integration, and basic SEO optimization.
• Hosting and maintenance on Plusto’s servers, subject to separate hosting terms.

Services are performed with reasonable skill and care, in accordance with industry standards. Plusto reserves the right to subcontract portions of the work to qualified third parties, who will be bound by equivalent confidentiality and quality obligations. The Client must provide all necessary materials (e.g., content, logos, images) in a usable digital format (e.g., JPEG/PNG for images ≤2MB, editable text files) within timelines specified in the Brief. Delays in provision may extend project timelines and incur additional costs.

3. Intellectual Property Rights

• All artwork, designs, developments, source code, templates, and Deliverables remain the exclusive IP Rights of Plusto until full payment is received in cleared funds. Upon full payment, Plusto grants the Client a non-exclusive, perpetual, royalty-free license to use the Deliverables solely for the intended purpose (e.g., operating one website on one domain).
• Source code and Proprietary Software remain the property of Plusto at all times and are supplied under an End-User License Agreement (EULA) prohibiting de-compilation, reverse engineering, modification, analysis, or circumvention of copy protection mechanisms. This is enforced under the South African Copyright Act, 1978 (as amended), and relevant trade secrecy laws.
• The Client warrants that all materials provided to Plusto (e.g., text, images, logos) do not infringe third-party IP Rights and obtains all necessary permissions, licenses, and clearances. The Client indemnifies Plusto against any claims, losses, or damages arising from such infringement, including legal fees.
• Plusto retains the right to display the Project in its portfolio, promotional materials, or case studies (anonymized if requested). A “Powered by Plusto” footer credit and hyperlink may be included unless otherwise agreed in writing.
• Third-party tools (e.g., open-source software under GPL licenses, stock images) are integrated per their terms; the Client assumes responsibility for compliance and any associated fees.

4. Hosting and Transfer

• All websites developed by Plusto must be hosted on Plusto’s servers to comply with template licensing (general reuse licenses that prohibit transfer without repurchase). Hosting includes secure South African-based servers with SSL certificates, daily backups, and compliance with the Protection of Personal Information Act, 2013 (POPIA).
• In the event of a required transfer (e.g., to a third-party host), the Client must pay:
  • The full cost of a single-use license for the template(s) used (quoted at the time of transfer).
  • 50% of Plusto’s then-current published setup fee for the Project.
• Upon settlement of these fees, Plusto will provide all necessary files, databases, and installation instructions to the new host. Plusto is not liable for transfer-related downtime, compatibility issues, or third-party hosting failures. The Client indemnifies Plusto against claims arising from post-transfer use.
• If hosting is provided by Plusto, separate Hosting Terms apply, including acceptable use policies prohibiting illegal activities (e.g., spam, malware) under South African law.

5. Pricing and Discounts

• Projects are quoted at a 50% discount on Plusto’s standard rates on the condition of ongoing hosting and support by Plusto. This amortizes the balance of setup costs over time.
• Quotes are valid for 30 days from issuance and based on the accuracy of the Brief. They exclude VAT (at the prevailing South African rate), third-party costs (e.g., domain registration, stock assets), and international transfer fees.
• For international fund transfers, the Client bears all originating bank charges, SWIFT fees, and currency conversion costs.
• Bulk block rates (for development blocks of 2 weeks or more) are available upon request and quoted separately.

6. Additional Work and Changes

• All additions, designs, functionality, stock loading, or deviations from the Brief are considered extras and will be quoted in advance at Plusto’s hourly rate (currently R750 excl. VAT per hour, subject to change).
• Reasonable revisions (up to 2 rounds) during development are included; excessive changes or major scope creep will be charged extra.
• Plusto will provide a written estimate for any extras, which must be approved by the Client before work commences. Unapproved work may be invoiced at completion.

7. Updates and Maintenance

• Annual hosting and support fees include “reasonable updates,” defined as:
  • Loading additional content/imagery in the same format as existing site elements.
  • Minor plugin/theme updates, SSL renewals, security patches, and small page edits (e.g., contact details, monthly blog posts, keyword additions).
• Excluded from the annual fee (and quoted separately):
  • website migration
  • managing products
  • regular changes
  • advanced SEO
  • redoing material when clients have sent incorrect information
  • fixing website issues and plugin conflicts caused by clients or third parties
  • adding new pages
  • material design and content changes
  • third-party integrations and management
  • changing the structure and framework of pages
• Plusto will notify the Client in writing before undertaking chargeable updates, providing an estimate of time and cost.
• Post-Completion, a 7-day grace period allows free fixes for confirmed bugs (under unchanged conditions); thereafter, updates are quoted.

8. Payment Terms

• New Client Website Builds: For new clients the full setup and design fee is payable upfront. For any special requirements, the full cost of plugins required is payable upfront plus 50% of the estimated additional cost of the special requirement. The balance of the invoice is payable when the new website is ready to go live or 3 months after the first preview is provided, whichever is earlier.
• Existing Client Website Builds: For existing clients the 50% of the setup and design fee is payable upfront. For any special requirements, the full cost of plugins required is payable upfront plus 50% of the estimated additional cost of the special requirement. The balance of the setup and design fee is payable when the new website is ready to go live or 3 months after the first preview is provided, whichever is earlier.
• Balance Payment: The remaining balance, plus first-year hosting fees, is due upon Completion Date, when the Project is viewable on Plusto’s test server (e.g., http://username.dedi1256.jnb1.host-h.net).
• Annual Fees: Hosting and support fees are collected annually in advance, starting from the Delivery Date specified in the quotation.
• International Payments: The client is responsible for all costs incurred at the originating bank. We suggest using https://wise.com/.
• Work begins only upon bank clearance (typically 2-3 business days).
• All payments must be made in South African Rand (ZAR) via EFT to Plusto’s nominated account. Invoices are issued via email and deemed received 24 hours after sending.
• The Client is responsible for all taxes, duties, or withholdings under South African law.

9. Late Payments and Suspension

• Payments not received by the Due Date incur interest at the prime rate plus 2% per annum (as per the National Credit Act, 2005).
• If payment is overdue by 3 days, Plusto may:
  • Suspend or deactivate the website/preview (no access until settled).
  • Cancel the hosting package, which may result in emails being deactivated.
  • Charge an administration reconnection fee of R500 (excl. VAT).
• Persistent non-payment allows termination of Services, retention of Deliverables as security, and pursuit of debt recovery (including legal fees on an attorney-client scale).

10. Communication

• All estimates, invoices, updates, and notices are sent via email to the Client’s provided address. The Client must check emails regularly and notify Plusto of any changes.
• Plusto is not liable for delays or issues arising from undelivered emails due to spam filters or incorrect addresses.
• Requests for website updates by the client must be sent via email.

11. Warranties and Limitations of Liability

• Plusto warrants that Services will be performed with reasonable skill and care, and Deliverables will function as specified in the Brief for 30 days post-Completion (subject to proper use and maintenance).
• To the fullest extent permitted by South African law (including the Consumer Protection Act, 2008, where applicable), Plusto disclaims all other warranties, express or implied, including fitness for purpose, non-infringement, or uninterrupted operation.
• Plusto’s total liability is limited to the total fees paid for the Project. We exclude liability for indirect, consequential, or special damages (e.g., lost profits, data loss), even if advised of the possibility.
• The Client assumes responsibility for backups; Plusto performs daily backups during hosting but is not liable for data loss except in cases of gross negligence.

12. Indemnity

The Client indemnifies Plusto, its directors, employees, and subcontractors against all claims, losses, damages, costs (including legal fees), or liabilities arising from:

• Client-provided materials or content.
• Use of Deliverables post-handover.
• Breach of these Terms or applicable laws (e.g., POPIA data breaches).

13. Confidentiality

Both parties agree to treat confidential information (e.g., business plans, code, client data) as strictly private, disclosing only as required by law. This obligation survives termination for 5 years. Plusto complies with POPIA for personal information processing.

14. Termination

• Plusto may terminate immediately for material breach (e.g., non-payment, IP infringement) with written notice.
• The Client may terminate with 30 days’ written notice, remaining liable for fees during the notice period and all outstanding amounts.
• Upon termination, Plusto may retain Deliverables until full payment and charge for work completed.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of South Africa. Any disputes shall be resolved exclusively in the High Court of South Africa (Gauteng Division, Pretoria), or via arbitration under the Arbitration Foundation of Southern Africa (AFSA) rules if agreed. The prevailing party is entitled to recover costs.

16. Force Majeure

Neither party is liable for delays due to events beyond reasonable control (e.g., natural disasters, strikes, government actions, pandemics). The affected party must notify the other promptly and resume performance as soon as possible.

17. General Provisions

• Entire Agreement: These Terms, together with the quotation and Brief, constitute the full agreement, superseding prior discussions.
• Severability: If any provision is invalid, the remainder remains enforceable.
• Assignment: The Client may not assign rights without Plusto’s consent; Plusto may assign freely.
• Waiver: No waiver of a breach is a waiver of future breaches.
• Acceptance: Your payment of any invoice or deposit constitutes full acceptance of these Terms.

For questions, contact us at mail@plusto.co.za.