Terms & Conditions for Grey Swan Designs (Pty) Ltd

Last Updated: 16 July 2026

1. Introduction and Acceptance

These Terms & Conditions ("Terms") govern the provision of services by Grey Swan Designs (Pty) Ltd ("Grey Swan Designs", "we", "us" or "our") to any client ("Client", "you" or "your"), including website design and development, website hosting, website maintenance, domain registration and management, search engine optimisation ("SEO"), digital marketing, social media management, graphic design and related services.

By requesting, purchasing, approving, using or continuing to use any service supplied by Grey Swan Designs, the Client agrees to be bound by these Terms, together with any quotation, proposal, service agreement, order, statement of work or other written agreement applicable to the specific services purchased.

Where there is a conflict between these Terms and a specific written agreement signed or expressly accepted by both parties, the specific written agreement will prevail to the extent of the conflict.

These Terms are intended to be read together with Grey Swan Designs' Privacy Policy and any applicable service-specific terms.

2. Definitions

• "Client Materials" means content, text, photographs, logos, trademarks, documents, databases, credentials and other materials supplied by the Client.
• "Deliverables" means the specific work product expressly included in a quotation, proposal or service agreement.
• "Third-Party Services" means services, software, platforms, plugins, APIs, hosting infrastructure, domain registries, Google services, social media platforms and other services supplied or operated by third parties.
• "Proprietary Materials" means Grey Swan Designs' pre-existing materials, systems, templates, methodologies, code libraries, configurations, processes, SEO methodologies, technical settings, designs, documentation and other intellectual property that is not specifically created for and transferred to the Client as a Deliverable.
• "Services" means any service supplied by Grey Swan Designs to the Client.

3. Quotations, Proposals and Scope of Work

All quotations and proposals are based on the scope described in the relevant quotation or proposal. Work outside that scope may be charged separately.

A quotation is valid for the period stated on the quotation. Where no validity period is stated, the quotation remains subject to change until accepted by the Client.

Changes to the scope of work requested after approval may result in additional charges. Grey Swan Designs will, where reasonably practicable, notify the Client of additional costs before undertaking substantial additional work.

4. Payment Terms

Upfront Payment: Unless otherwise agreed in writing, once-off projects and services requiring advance payment must be paid in full before work commences.

Monthly Services: Recurring service invoices are issued on or around the 20th day of each month and are payable within 7 calendar days, unless otherwise stated on the invoice or service agreement.

Payment Due Date: Payment is deemed received only once cleared funds have been received by Grey Swan Designs.

Late Payment: Grey Swan Designs may suspend or restrict Services where an account is overdue. Suspension does not constitute cancellation of the agreement and does not relieve the Client of its payment obligations.

Reconnection: Where a Service has been suspended because of non-payment, Grey Swan Designs may charge a reconnection or restoration fee of R200, in addition to all outstanding amounts, unless otherwise agreed in writing.

The Client remains responsible for payment of all Services properly supplied up to the effective date of termination, together with any other amounts lawfully due under the applicable agreement.

5. Client Responsibilities

The Client agrees to provide accurate information, content, branding materials, approvals, access credentials and other information reasonably required for Grey Swan Designs to perform the Services.

The Client is responsible for ensuring that all materials supplied to Grey Swan Designs may lawfully be used and published. The Client warrants that it has the necessary rights, permissions and licences for Client Materials supplied to Grey Swan Designs.

Delays caused by the Client, including delays in providing information, approvals, access or payment, may result in corresponding delays to the project or Service.

6. Website Design and Development

Website development is performed according to the approved quotation, proposal or scope of work.

Unless expressly stated otherwise, website development does not include unlimited revisions, third-party subscription fees, premium software licences, paid stock photography, paid fonts, external API fees or other third-party costs.

The Client is responsible for reviewing and approving website content and functionality before publication. Once a Deliverable has been approved by the Client, subsequent changes may be treated as additional work.

Grey Swan Designs does not guarantee uninterrupted operation of websites where interruption is caused by hosting providers, domain registries, software vendors, third-party services, internet failures, cyber incidents, force majeure events or circumstances outside our reasonable control.

7. Hosting and Website Maintenance

Where Grey Swan Designs provides hosting or website maintenance, the Service is subject to the limits and inclusions specified in the applicable package or agreement.

Hosting and maintenance fees cover only the Services expressly included in the applicable package. Additional development, major redesigns, content creation, troubleshooting caused by third-party changes and other work outside the package may be charged separately.

Grey Swan Designs may perform updates, backups, security measures and technical maintenance as reasonably required. No hosting environment can be guaranteed to be completely immune from downtime, data loss, malware, hacking or other technical incidents.

8. Domain Registration, Management and Transfer

Where Grey Swan Designs registers and manages a domain name on behalf of the Client, Grey Swan Designs acts as the Client's service provider and domain administrator. The domain is registered for the Client's use. Grey Swan Designs is recorded as the registrat.

The Client authorises Grey Swan Designs to register, renew, administer and manage the domain for the duration of the applicable Service relationship. Domain registration and management remain subject to the policies, procedures and requirements of the relevant domain registry and registrar.

Domain Fees: Where domain registration or renewal fees are included in a Grey Swan Designs package, those fees are subject to the terms of the applicable package. Where domain registration or renewal is charged separately, such fees must be paid when due to ensure continued registration of the domain.

Termination or Cancellation: If either party terminates or cancels the relevant project or Service, the Client remains liable for all fees and other amounts properly due and payable to Grey Swan Designs up to the effective date of termination, including outstanding hosting, maintenance, development, SEO, design, domain, renewal, migration or other Service charges.

Outstanding Account Balance: All outstanding amounts must be settled in full before Grey Swan Designs is required to perform any discretionary transfer, migration, handover or administrative Services associated with transferring the Client's website or domain to another Service provider.

Domain Transfer: Once all amounts properly due and payable have been settled, Grey Swan Designs will reasonably cooperate with the Client to facilitate the transfer of the domain to another registrar or Service provider, subject to the applicable registry rules, registrar procedures, transfer requirements and any legally applicable obligations.

Transfer and Handover Costs: Where a domain, website or associated Services require technical migration, configuration, DNS changes, email migration, website migration or other work beyond the ordinary administrative transfer of a domain, Grey Swan Designs may charge the applicable handover or migration fee agreed with the Client.

Third-Party Licences Following Transfer: A domain or website transfer does not include the transfer of Grey Swan Designs' third-party software licences, premium theme licences, plugin licences, developer or agency licences, activation keys, subscriptions or other licensing rights unless expressly agreed in writing.

Following completion of the transfer or handover, Grey Swan Designs may disable or revoke activation keys, licence connections, administrator access and other third-party Services that are provided under Grey Swan Designs' own accounts, licences or subscriptions.

The Client may be required to obtain its own licences or subscriptions directly from the relevant third-party provider in order to continue using licensed software, themes, plugins or other Services following termination or transfer.

Grey Swan Designs is not responsible for the loss, suspension or expiry of a domain resulting from the Client's failure to provide required information, maintain accurate registrant details, respond to registrar or registry communications, authorise a transfer, or pay domain renewal fees for which the Client is responsible.

9. Third-Party Themes, Plugins, Software and Licence Keys

Grey Swan Designs may use third-party themes, plugins, extensions, software, frameworks and other licensed products in providing website Services.

Unless expressly stated otherwise in writing, the purchase price of the Service does not include the transfer or assignment of Grey Swan Designs' third-party software licences, subscription licences, developer licences, activation keys, agency licences or other licensing rights.

Where Grey Swan Designs provides access to a third-party product under its own licence, developer licence, agency licence or subscription, such access is provided solely for the duration of Grey Swan Designs' Service relationship with the Client and is not sold or transferred to the Client.

Upon termination or transfer of a website, Grey Swan Designs may deactivate or remove activation keys, licence connections and licensed features that are associated with Grey Swan Designs' own licences or accounts.

The Client may be required to purchase its own licence directly from the relevant third-party provider if it wishes to continue using a product requiring an active licence.

Grey Swan Designs does not represent that any third-party licence can be transferred to the Client. Any such transfer is subject to the terms and conditions of the relevant third-party licence.

10. Intellectual Property

Unless otherwise agreed in writing, Grey Swan Designs retains all rights in its Proprietary Materials, including its pre-existing code, frameworks, templates, development methods, systems, technical configurations, internal processes, SEO methodologies, reusable components and other materials developed independently of a specific Client Deliverable.

The Client retains ownership of Client Materials supplied by the Client, subject to any third-party rights.

Where ownership of a specific Deliverable is expressly transferred to the Client under a written agreement, that transfer takes effect only after all amounts relating to that Deliverable have been paid in full, unless the written agreement expressly states otherwise.

Payment for a Service does not automatically transfer ownership of Grey Swan Designs' pre-existing systems, templates, methodologies, code libraries, licence rights or other Proprietary Materials.

11. SEO Services

SEO Services are provided using industry-standard techniques and strategies appropriate to the agreed scope of work.

Grey Swan Designs does not guarantee specific search-engine rankings, traffic volumes, leads, sales, indexing positions or revenue. Search engines may change their algorithms, policies and ranking systems without notice.

The Client acknowledges that SEO results may be affected by factors outside Grey Swan Designs' control, including search-engine algorithm changes, competitors, website changes, hosting performance, technical issues, third-party platforms and changes made by other parties.

Proprietary SEO Configuration: SEO strategies, technical configurations, structured-data configurations, optimisation methodologies, internal linking strategies, keyword research methodologies, templates, custom settings and other proprietary configurations developed or implemented by Grey Swan Designs may constitute Proprietary Materials.

Upon termination of an SEO Service, Grey Swan Designs may remove or disable proprietary SEO configurations that are not Client Materials or Deliverables expressly transferred to the Client.

Grey Swan Designs will not intentionally remove Client-owned website content, trademarks, photographs, written content or other Client Materials merely because the SEO Service has ended, unless the removal is expressly authorised, reasonably necessary to remove Grey Swan Designs' proprietary implementation, or otherwise permitted by the applicable agreement.

12. Google and Other Third-Party Services

Grey Swan Designs may configure or manage third-party Services including Google Analytics, Google Search Console, Google Tag Manager, Google reCAPTCHA, Google Business Profile, advertising platforms, social media platforms and other third-party Services.

Where such Services are connected through accounts, credentials, properties, licences or administrative access controlled by Grey Swan Designs, Grey Swan Designs may revoke its access and disconnect its Services when the relevant Service relationship ends.

Upon termination or transfer, Grey Swan Designs may remove its administrative access from Google Analytics, Google Search Console, Google Tag Manager, Google reCAPTCHA and other third-party Services where Grey Swan Designs' account or access credentials are being used to provide the Service.

Where a third-party account or property is owned by the Client, Grey Swan Designs will not claim ownership of that account or property. Grey Swan Designs' access may nevertheless be removed upon termination of the relevant Service.

The Client is responsible for ensuring that ownership and administrator access for Client-owned third-party accounts are maintained under Client-controlled credentials.

13. Social Media Management

The exact social media Services to be delivered will be defined in the applicable quotation, proposal or service agreement.

The Client agrees to provide the information, branding assets, approvals and access required for the Services.

The Client remains responsible for ensuring that promotions, competitions, claims, products, services and other published material comply with applicable law and platform rules.

Where content is submitted to the Client for approval, the Client is responsible for reviewing that content before publication. Once content has been expressly approved by the Client, Grey Swan Designs will not be responsible for errors that were reasonably apparent upon approval, except to the extent liability cannot lawfully be excluded.

Grey Swan Designs is not responsible for platform outages, algorithm changes, account suspensions, restrictions, loss of followers or engagement caused by third-party platform policies or circumstances outside Grey Swan Designs' reasonable control.

14. Project Cancellation and Termination

Client Cancellation: The Client may request cancellation of a project or ongoing Service by written notice. The effective cancellation date will be determined in accordance with the applicable quotation, Service agreement and applicable law.

The Client remains liable for all Services performed, work completed, third-party costs incurred, approved expenses and other amounts properly due up to the effective termination date.

Where applicable law permits a cancellation charge or reasonable cancellation fee, Grey Swan Designs may charge such fee to the extent permitted by law and the applicable agreement.

Termination by Grey Swan Designs: Grey Swan Designs may terminate a Service or project where the Client materially breaches the agreement, including persistent non-payment, misuse of the Services, unlawful conduct, abuse of staff, failure to provide required cooperation or other material breach.

Where termination is based on a remediable breach, Grey Swan Designs will, where required by applicable law, provide reasonable written notice and an opportunity to remedy the breach before termination takes effect.

Grey Swan Designs may also terminate a Service for operational or commercial reasons by providing the notice period specified in the applicable agreement, subject to applicable law.

15. Termination, Handover and Exit Procedure

When a project or Service ends, Grey Swan Designs will cease providing the relevant ongoing Services on the effective termination date, subject to any agreed notice period.

Before a website, domain, hosting account or other Service is handed over or migrated, the Client must settle all amounts that are due and payable under the applicable agreement, including approved project charges, outstanding recurring fees, third-party costs incurred on the Client's behalf and agreed handover or migration charges.

Once the applicable outstanding amounts have been settled, Grey Swan Designs will reasonably cooperate with the Client or its nominated Service provider in completing the agreed handover process.

Handover may include, where applicable, website files, databases, relevant credentials and other Client-owned materials that Grey Swan Designs is contractually required to provide.

Handover does not include Grey Swan Designs' Proprietary Materials, internal documentation, reusable systems, development frameworks, internal SEO methodologies, third-party licences, agency licence keys or other materials that are expressly excluded under these Terms or the applicable agreement.

16. Removal of Grey Swan Designs' Proprietary Configuration After Termination

Following termination or transfer of a website or Service, Grey Swan Designs may remove, disable or revoke access to proprietary systems, configurations, software licences, licence keys, agency accounts, integrations and other components supplied under Grey Swan Designs' own licences or systems.

This may include the removal or disabling of:

• Third-party theme activation keys held under Grey Swan Designs' licence or account;
• Premium plugin activation keys held under Grey Swan Designs' licence or account;
• Grey Swan Designs' administrator accounts and credentials;
• Grey Swan Designs' Google Analytics, Search Console, Tag Manager, reCAPTCHA or other third-party access;
• Grey Swan Designs' proprietary SEO configurations and settings;
• Grey Swan Designs' proprietary tracking, reporting or marketing integrations; and
• Other proprietary systems or licensed Services not included in the Client's paid Deliverables.

Grey Swan Designs will take reasonable steps to distinguish its Proprietary Materials from Client-owned content and information. Nothing in this clause authorises the unlawful destruction, withholding or alteration of Client-owned property or information.

17. Confidentiality

Each party agrees to keep confidential any non-public business, technical, financial, commercial or personal information received from the other party in connection with the Services.

This obligation does not apply to information that is publicly available, was lawfully known before disclosure, is independently developed, is received lawfully from another source, or is required to be disclosed by law or a competent authority.

18. Data Protection and Privacy

Grey Swan Designs processes personal information in accordance with applicable South African data protection legislation, including the Protection of Personal Information Act 4 of 2013 (POPIA), where applicable.

The manner in which personal information is collected, processed, stored and shared is described in Grey Swan Designs' Privacy Policy.

Where Grey Swan Designs processes personal information on behalf of a Client, the parties will comply with their respective obligations under applicable data protection law.

19. Third-Party Services

The Services may depend on third-party providers. Grey Swan Designs cannot guarantee the continued availability, pricing, functionality, security or compatibility of third-party Services.

Changes, outages, suspensions or discontinuation by third-party providers do not constitute a breach by Grey Swan Designs where Grey Swan Designs has acted reasonably and in accordance with the applicable agreement.

20. Warranties and Disclaimers

Grey Swan Designs will perform the Services with reasonable care and skill.

Except where expressly stated otherwise in writing, Grey Swan Designs does not guarantee a particular business result, search ranking, number of enquiries, sales volume, website traffic, social media growth, advertising performance or revenue outcome.

No exclusion or limitation in these Terms applies to any liability that cannot lawfully be excluded or limited.

21. Limitation of Liability

To the maximum extent permitted by applicable law, Grey Swan Designs will not be liable for indirect, incidental, special or consequential loss arising from circumstances outside Grey Swan Designs' reasonable control.

Where legally permissible, Grey Swan Designs' aggregate liability arising from a particular Service will be limited to the fees actually paid by the Client to Grey Swan Designs for that Service during the three months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law.

22. Indemnity

To the extent permitted by law, the Client indemnifies Grey Swan Designs against third-party claims, losses, damages and reasonable costs arising directly from Client Materials or instructions where the Client did not have the necessary rights, permissions or authority to provide or use such materials or instructions.

23. Force Majeure

Neither party will be liable for delay or failure to perform an obligation where such delay or failure results from circumstances beyond that party's reasonable control, including natural disasters, power failures, telecommunications failures, internet outages, cyber incidents, war, civil unrest, government action, strikes, third-party platform failures or failures of critical service providers.

24. Changes to Services and Terms

Grey Swan Designs may update these Terms from time to time. Updated Terms will be published with a revised "Last Updated" date.

Material changes to the Terms governing an existing fixed-term agreement will not automatically override the terms of that agreement unless permitted by the agreement or applicable law.

25. Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of South Africa.

Subject to any mandatory statutory rights or dispute-resolution procedures applicable to the Client, the parties submit to the jurisdiction of the competent courts of South Africa.

26. Severability

If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be severed or limited to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

27. Entire Agreement

These Terms, together with the applicable quotation, proposal, Service agreement and other written documents expressly incorporated into the agreement, constitute the agreement between the parties in relation to the relevant Services.

No amendment, waiver or variation of the agreement will be binding unless recorded in writing or otherwise accepted through a legally valid electronic communication or electronic acceptance process.

28. Contact Details

For terms, contractual or Service-related enquiries, contact:

Grey Swan Designs (Pty) Ltd
Email: info@greyswandesigns.co.za
Phone: +27 78 125 5564
Address: Vredenburg, Western Cape, South Africa.