Terms & Conditions for Grey Swan Designs (Pty) Ltd

Last Updated: 9 July 2026

1. Introduction and Acceptance

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

These Terms apply when you request, purchase or accept a quotation for Services, subject to applicable law. The applicable quotation, proposal, order or signed service agreement describes the specific scope, price, term and deliverables. If a specific written agreement conflicts with these Terms, that agreement takes precedence to the extent of the conflict, unless applicable law provides otherwise.

These Terms are intended to be read together with our Privacy Policy and any service-specific terms provided to you.

2. Definitions

• Client Materials: Content, text, photographs, logos, trademarks, documents, data, credentials and other materials supplied by the Client.
• Deliverables: The work product expressly included in an accepted quotation, proposal or service agreement.
• Third-Party Services: Software, themes, plugins, APIs, hosting infrastructure, domain registries, advertising networks, social platforms and other services operated by third parties.
• Proprietary Materials: Grey Swan Designs’ pre-existing or reusable materials, systems, templates, methodologies, code libraries, configurations, processes, internal documentation and intellectual property not expressly transferred to the Client.
• Services: The services Grey Swan Designs agrees to supply under the relevant quotation or agreement.

3. Quotations, Proposals and Scope

Quotations cover only the work and deliverables described in them. Unless a validity period is stated, a quotation may be changed or withdrawn before acceptance. Work outside the agreed scope, including additional revisions, features, pages, content, integrations or troubleshooting, may be charged separately.

Where reasonably practicable, we will notify you of material additional costs and obtain your approval before undertaking substantial out-of-scope work. Project timelines depend on timely receipt of Client Materials, approvals, access and payments.

4. Payment Terms

Once-off projects: Unless the quotation states otherwise, advance payment is required before work begins. Where a staged payment schedule is agreed, each stage must be paid by its stated due date.

Recurring services: Unless otherwise stated, recurring invoices are issued on or around the 20th of each month and are payable within 7 calendar days, or by the due date stated on the invoice or service agreement.

Payment is received when cleared funds reach Grey Swan Designs. We may suspend Services for overdue accounts after any notice required by law or the applicable agreement. Suspension does not itself cancel the agreement or waive amounts properly due. A reconnection or restoration fee of R200 may apply where stated in the quotation or agreement and permitted by law.

You remain responsible for fees for Services supplied, approved expenses and third-party costs properly incurred up to the effective termination date, subject to any applicable statutory rights or refund obligations.

5. Client Responsibilities

You agree to provide accurate information, Client Materials, approvals, access credentials and instructions reasonably required for us to perform the Services. You are responsible for ensuring that you have the rights, permissions and licences needed for materials and instructions you supply.

Delays caused by missing content, approvals, access or payment may affect delivery dates. We are not responsible for errors in Client Materials that were supplied by you and not reasonably detectable by us, or for changes made by you or another provider after approval or handover.

6. Website Design and Development

Website work is performed in accordance with the approved scope. Unless expressly included, fees do not include unlimited revisions, paid stock images, premium fonts, premium themes or plugin licences, third-party subscriptions, API fees, advertising spend, copywriting, translation or ongoing maintenance.

You are responsible for reviewing and approving content, functionality and key details before launch. Changes requested after approval or launch may be treated as additional work. We will use reasonable care and skill but cannot guarantee uninterrupted operation where problems arise from hosting providers, domain registries, third-party software, internet failures, cyber incidents or circumstances outside our reasonable control.

7. Hosting and Website Maintenance

Hosting and maintenance are limited to the inclusions, capacity limits and support level stated in the applicable package. Additional development, major redesigns, extensive content updates, recovery from client-caused changes, malware remediation beyond the package, email migration and work caused by third-party changes may be charged separately.

We may perform reasonable updates, backups, security measures and technical maintenance. No hosting environment can be guaranteed to be completely free from downtime, data loss, malware, hacking or other incidents. You should retain copies of important business data and content.

8. Domain Registration, Management and Transfer

Where we arrange a domain registration or renewal, the quotation or written confirmation should identify the domain, the registrant and who is responsible for renewal fees. Unless expressly agreed otherwise and permitted by the registry rules, the Client should be recorded as the registrant or beneficial holder of the domain, and Grey Swan Designs may act as the administrative or technical contact.

Domain names are subject to the applicable registry and registrar rules. Registration does not guarantee that a domain is free from third-party trademark or other rights claims. The Client must provide accurate registrant details and respond to relevant verification and renewal communications.

On termination: The Client remains liable for domain, renewal and other fees properly due under the agreement. Once amounts due and payable have been settled, we will reasonably cooperate with a domain transfer, subject to registry requirements and any applicable legal obligations. Technical migration, DNS changes, email migration and website transfer work may incur an agreed fee.

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

We may use third-party themes, plugins, extensions, software, frameworks, stock assets and other licensed products when providing Services. Unless a quotation expressly says that a licence is purchased and transferred for the Client, third-party licence fees and rights are not automatically transferred with the website or design fee.

Where we provide access through our own developer, agency or subscription licence, that access is subject to the relevant vendor’s licence terms and is generally available only while our Service relationship continues and while the vendor permits that use. We may deactivate our own licence key or account connection after termination or transfer. The Client may need to buy its own licence directly from the vendor to receive updates, support or licensed features.

Purchases made for a project: If we purchase a theme, plugin, stock asset, font, subscription or other third-party item specifically for your project after your approval, you are responsible for the actual cost and any non-refundable commitment that we have reasonably incurred on your behalf, to the extent permitted by law. We will identify such costs in the quotation or provide supporting details on request. A vendor’s refund policy, not Grey Swan Designs alone, determines whether a third-party purchase can be refunded.

Nothing in this clause permits us to charge you for an unapproved purchase unless the cost was otherwise authorised under the agreement or applicable law.

10. Intellectual Property

You retain rights in Client Materials you supply, subject to third-party rights. We retain rights in our Proprietary Materials, including pre-existing code, reusable components, templates, methods, internal tools and systems.

Where a written agreement provides for ownership of a specific custom Deliverable to transfer to you, that transfer takes effect after full payment of the amounts relating to that Deliverable, unless the agreement states otherwise. Third-party materials remain subject to their own licences. Payment for a Service does not itself transfer third-party licence rights or our Proprietary Materials.

We may display completed work in our portfolio or marketing materials only where permitted by the agreement and applicable law, and we will respect any written confidentiality or reasonable pre-launch restriction agreed with you.

11. SEO Services

SEO Services use strategies and techniques appropriate to the agreed scope. We do not guarantee specific search rankings, traffic volumes, leads, sales, indexing positions or revenue. Search engines and competitors can change their systems and behaviour without notice.

Research, strategy documents, reusable methods, templates and internal configurations developed independently by Grey Swan Designs may be Proprietary Materials. On termination, we may discontinue our service, remove our access and deactivate our own licensed tools. We will not intentionally delete Client Materials or Client-owned content merely because an SEO service ends, except where removal is authorised, required to remove our own licensed component, or otherwise permitted by the agreement and law.

12. Google and Other Third-Party Accounts

We may configure or manage services such as Google Analytics, Search Console, Tag Manager, reCAPTCHA, Google Business Profile, advertising accounts and social media platforms. Client-owned accounts should be registered and maintained using Client-controlled contact details and credentials wherever possible.

When our Service ends, we may remove our own users, access credentials, licences and integrations. We do not claim ownership of Client-owned accounts or properties. The Client is responsible for maintaining administrator access and complying with each third-party provider’s terms.

13. Social Media Management and Digital Marketing

The quantity, frequency, platforms, approval process and other inclusions are those specified in the applicable quotation. You must provide timely information, branding and approvals. You remain responsible for the legality and accuracy of claims, offers, competitions, products and services promoted on your behalf.

Where you approve content, you are responsible for reviewing it for reasonably apparent errors before publication. We are not responsible for platform outages, algorithm changes, account restrictions or suspensions caused by third-party policies or circumstances outside our reasonable control. Advertising budgets and third-party media spend are separate unless expressly included.

14. Cancellation, Termination and Refunds

14.1 Written notice. A Client wishing to cancel a project or recurring Service must give written notice by email or another recorded method accepted by Grey Swan Designs. The effective date and notice period are determined by the applicable agreement and applicable law.

14.2 Work already performed. If you cancel after work has begun, you remain liable for the reasonable value of work performed up to the effective cancellation date, including design, development, research, planning, meetings, configuration, content preparation, testing and project administration, to the extent chargeable under the quotation and permitted by law. Where a fixed project price applies, we may calculate the completed portion by reference to agreed milestones, completed deliverables, time records or other reasonable evidence.

14.3 Third-party costs and commitments. You are responsible for approved third-party costs and non-refundable commitments reasonably incurred for your project before cancellation, including premium themes, plugins, fonts, stock images, domains, hosting, subscriptions, licences and specialist contractors. If a vendor refunds a cost or a commitment can reasonably be cancelled without charge, that saving will be taken into account. We will not recover the same cost twice.

14.4 Refund calculation. Any refund due will be calculated by deducting from payments received: (a) the value of work properly performed; (b) approved expenses and third-party costs properly incurred; and (c) any reasonable cancellation charge or penalty permitted by the agreement and applicable law. Any remaining balance belonging to the Client will be refunded. If the amount properly due exceeds payments received, the Client must pay the outstanding balance, subject to applicable law.

14.5 No automatic refund for completed work or committed purchases. To the extent permitted by law, payments attributable to work already performed, deliverables supplied, and third-party items or commitments that cannot be refunded or cancelled are not refundable simply because the Client changes their mind or chooses not to proceed. This clause does not exclude any cooling-off right, remedy for our breach, refund obligation, or other right that cannot lawfully be excluded.

14.6 Unused prepaid services. Any refund for unused prepaid services will be assessed under the applicable agreement and law, taking into account work already performed, benefits already supplied, discounts granted and costs or commitments incurred. We will not automatically treat all unused amounts as forfeited where the law requires a credit or refund.

14.7 Statutory cancellation rights. These Terms are subject to any cancellation or cooling-off rights that apply under South African law, including, where applicable, the Consumer Protection Act 68 of 2008 and the Electronic Communications and Transactions Act 25 of 2002. Different rules may apply depending on the type of transaction, how it was concluded, whether services have started with the required consent, the nature of the Client and the statutory exceptions. No term in this section overrides a mandatory statutory right.

14.8 Cancellation by Grey Swan Designs. We may suspend or terminate a Service for material breach, including persistent non-payment, unlawful instructions, abuse of staff or failure to provide essential cooperation, subject to any notice and opportunity to remedy required by the agreement or law. We may terminate for other reasons by giving the notice stated in the applicable agreement, subject to applicable law. If we terminate without Client breach and cannot supply prepaid Services, any amount legally refundable for Services not supplied will be credited or refunded.

15. Handover and Exit Procedure

When a Service ends, we will cease the relevant ongoing Services on the effective termination date, subject to any agreed notice period. Once amounts properly due and payable have been settled, we will reasonably cooperate with an agreed handover of Client-owned materials and deliverables that we are contractually required to provide.

Handover may include relevant website files, databases, credentials and Client-owned materials, where applicable. It does not include our Proprietary Materials, internal documentation, reusable systems, agency licence keys or third-party licences that are not transferable. Additional migration, restoration, reconfiguration or training work may be charged at an agreed rate.

Nothing in this clause authorises unlawful withholding or destruction of Client-owned property or information, or overrides a legal obligation to provide access or records.

16. Removal of Proprietary Configuration After Termination

Following termination, cancellation or transfer of services, Grey Swan Designs (Pty) Ltd (“Grey Swan Designs”) reserves the right to remove, disable or revoke access to components supplied, managed or maintained under its own licences, accounts or service arrangements. These may include theme and plugin activation keys, administrator accounts, licensed integrations, reporting tools, proprietary SEO configurations, tracking systems, and Google Analytics and Google Search Console accounts or properties established and managed in Grey Swan Designs’ name for its internal business and service-delivery purposes.

16.1 Ownership and Internal Use of Tracking Systems

Unless expressly agreed otherwise in writing, Google Analytics accounts, properties, Search Console properties, tracking configurations, dashboards and associated reporting infrastructure established and managed by Grey Swan Designs remain under its administration and control. These systems may be used internally for website monitoring, performance analysis, service delivery, business reporting and other legitimate operational purposes.

The Client acknowledges that the installation or use of tracking tools on the Client’s website does not, by itself, grant the Client access to Grey Swan Designs’ accounts, properties, dashboards, reports or internal systems.

16.2 Access for Clients with an Active SEO Subscription

Clients with an active and paid SEO subscription are entitled to access to the website-specific Google Analytics and Google Search Console information made available by Grey Swan Designs as part of the agreed SEO service, subject to the scope of the subscription, applicable platform terms and technical limitations.

Where the relevant information is held within an account or property controlled by Grey Swan Designs, access may be provided through user permissions, reports, dashboards, data exports or another appropriate method determined by Grey Swan Designs. Any access granted is limited to the relevant Client website and does not confer ownership of Grey Swan Designs’ master accounts, internal systems, other clients’ information or proprietary configurations.

Where an SEO subscription is terminated or cancelled, access to Grey Swan Designs’ agency-managed accounts, dashboards and reporting systems may be withdrawn. The Client may request an export of website-specific data generated during the active, paid subscription period before access is withdrawn. Any such request will be handled in accordance with the agreed service terms, applicable law and relevant third-party platform requirements.

16.3 Clients Without an Active SEO Subscription

Unless expressly agreed otherwise in writing, clients who do not have an active, paid SEO subscription are not entitled to access to, or routine provision of, analytics data, Search Console information, performance reports, dashboards or other tracking information collected or maintained through Grey Swan Designs’ internal service infrastructure.

For these clients, Google Analytics and Google Search Console are used for internal monitoring, analysis and operational purposes only. The presence of tracking code on a Client’s website, or the collection of website performance information through Grey Swan Designs’ systems, does not create an entitlement to account access, reports, data exports or transfer of the relevant properties.

Upon termination, cancellation or transfer of other services, Grey Swan Designs may remove the Client’s website from its agency-managed tracking setup, revoke associated access permissions, disconnect integrations and remove website-specific configurations that it is entitled to remove. No transfer of the agency-managed account or property is included unless expressly agreed in writing.

16.4 Client-Owned Content and Legal Obligations

Nothing in this clause authorises Grey Swan Designs to claim ownership of accounts or data independently owned by the Client, or to disregard applicable privacy, data-protection or other legal obligations. Grey Swan Designs will take reasonable steps to distinguish its proprietary systems and internal configurations from Client-owned assets.

17. Portfolio, Promotional and Marketing Rights

Unless otherwise agreed in writing, Grey Swan Designs (Pty) Ltd (“Grey Swan Designs”) reserves the right to display, reproduce and reference designs, creative work and project deliverables created by Grey Swan Designs for the Client for the purposes of its professional portfolio, website, social media platforms, case studies, presentations, proposals, advertising and other legitimate promotional or marketing activities.

This right may include, but is not limited to, website designs, website screenshots, graphic designs, logos, branding materials, marketing materials, layouts, visual concepts and other completed work produced by Grey Swan Designs under the agreement.

17.1 Use of Client Name and Business Identity

Grey Swan Designs may identify the Client by business name and refer to the services provided when showcasing completed projects or promoting its work. The Client’s publicly available logo, business name and relevant project imagery may be displayed solely for the purpose of identifying the project or demonstrating Grey Swan Designs’ work, subject to applicable law and any written restrictions agreed between the parties.

17.2 Ownership and Intellectual Property

Nothing in this clause transfers ownership of intellectual property belonging to the Client or any third party to Grey Swan Designs. The use of project work for portfolio or marketing purposes does not, by itself, transfer ownership of the underlying designs, trademarks, content or other intellectual property. Any ownership, licensing or usage rights relating to the deliverables remain subject to the applicable provisions of this Agreement.

Grey Swan Designs may not represent the Client’s trademarks, products or services as its own, nor may it imply an endorsement, partnership or affiliation beyond the services actually provided.

17.3 Confidentiality and Sensitive Information

Grey Swan Designs will not knowingly disclose confidential business information, personal information, login credentials, private customer information or unpublished materials in portfolio or marketing content where such disclosure is not authorised or otherwise permitted by applicable law. Where a project is subject to a separate written confidentiality agreement or an agreed restriction on publicity, that agreement or restriction will take precedence to the extent of any conflict with this clause.

17.4 Client Objections and Special Restrictions

If the Client requires a project to remain confidential or does not wish its work to be used for portfolio or marketing purposes, the Client must notify Grey Swan Designs in writing. Any exclusion or restriction must be agreed to in writing by Grey Swan Designs to be binding, unless otherwise required by applicable law or an existing contractual obligation.

Grey Swan Designs will make reasonable efforts to honour agreed restrictions and, where reasonably practicable, to discontinue future promotional use of affected materials following written agreement. This clause does not require Grey Swan Designs to recall printed materials already distributed or reverse third-party sharing that is outside its reasonable control.

18. Confidentiality

Each party will take reasonable steps to protect non-public business, technical, financial, commercial and personal information received from the other in connection with the Services. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, lawfully received from another source, or required to be disclosed by law or a competent authority.

19. Data Protection and Privacy

We process personal information in accordance with applicable South African law, including the Protection of Personal Information Act 4 of 2013 (POPIA), where applicable, and our Privacy Policy. Where we process personal information on a Client’s behalf, each party must comply with its applicable legal obligations and any agreed operator or data-processing terms.

20. Third-Party Services

Services may depend on third-party providers. We do not control and cannot guarantee their continued availability, pricing, functionality, security or compatibility. A third-party change, outage or discontinuation will not itself constitute a breach by us where we have acted reasonably, but this does not exclude responsibility for our own breach or any liability that cannot lawfully be excluded.

21. Warranties and Disclaimers

We will perform the Services with reasonable care and skill. Unless expressly stated in writing, we do not guarantee a particular business result, search ranking, enquiry volume, sales volume, traffic level, social media growth or advertising outcome. Nothing in these Terms limits any warranty, remedy or consumer right that applicable law does not permit us to exclude.

22. Limitation of Liability

To the maximum extent permitted by law, we are not liable for indirect or consequential loss arising from events outside our reasonable control. Where legally permissible, our aggregate liability arising from a particular Service will not exceed the fees paid or payable for that Service during the three months immediately before the event giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded, including any liability that applicable law requires to remain with us. It does not excuse fraud, wilful misconduct or a breach to the extent liability for that conduct cannot lawfully be excluded. The application of this clause will be assessed in light of the facts, the agreement and applicable law.

23. Client Indemnity

To the extent permitted by law, the Client is responsible for third-party claims arising directly from Client Materials or instructions where the Client lacked the necessary rights, permissions or authority to supply or use them. This clause does not apply to the extent a claim was caused by Grey Swan Designs’ own unlawful conduct, breach or negligence.

24. Force Majeure

Neither party is responsible for delay or failure to perform to the extent caused by events beyond its reasonable control, such as natural disasters, power or telecommunications failures, internet outages, war, civil unrest, government action, strikes, cyber incidents or critical third-party provider failures. The affected party will take reasonable steps to limit the impact and resume performance when reasonably possible. This clause does not remove payment obligations for Services already supplied or rights that cannot lawfully be excluded.

25. Changes to Services and Terms

We may update these Terms for future transactions by publishing a revised version and date. Changes will not automatically alter an existing fixed-term agreement unless the agreement or applicable law permits it. Any material change to an existing Service will be communicated where required by the agreement or law.

26. Governing Law and Disputes

These Terms are governed by the laws of the Republic of South Africa. The parties will first attempt in good faith to resolve disputes through written discussion. This does not prevent either party from approaching a competent court, regulator or dispute-resolution body. Any jurisdiction clause is subject to mandatory statutory rights and procedures.

27. Severability

If any provision is found unlawful, invalid or unenforceable, it will be severed or limited only to the minimum extent necessary, and the remaining provisions will continue to apply.

28. Entire Agreement and Electronic Acceptance

These Terms and the applicable quotation, proposal, service agreement and documents expressly incorporated into it form the agreement concerning the Services. Amendments must be recorded in writing or accepted through a legally valid electronic communication or acceptance process. Nothing in this clause excludes any right arising by law.

29. Contact Details

For 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.