Terms & Conditions

1.Definitions

• "Client / you" means the person or entity purchasing services from SynthX Media.
• "Agency / we / us" means SynthX Media.
• "Scope of Work (SOW)" means the deliverables, inclusions, exclusions, timelines, and fees specified in a quotation, proposal, or invoice.
• "Deliverables" means the outputs we produce (e.g. website, designs, content, ads).
• "Revision round" means one consolidated set of edits for a specific deliverable.
• "Effective Date" means the date these Terms were accepted by you, or the date of the quotation you signed, whichever is earlier.

2.Order of Precedence

If documents conflict, the order of precedence is:

1. Signed quotation, proposal, or SOW (or written approval thereof);
2. These Terms & Conditions;
3. Any schedules or appendices;
4. Emails or other written correspondence.

3.Website Use (Visitors)

You agree not to misuse this website, attempt unauthorised access, introduce malware, scrape content, or do anything that could harm the site or its users. We may restrict or revoke access if we suspect abuse.

All website content (text, design, branding, code, imagery) belongs to SynthX Media or its licensors and may not be reproduced, redistributed, or repurposed without written permission.

4.Quotations, Scope, and Change Requests

1. Work is delivered strictly according to the SOW set out in your quotation.
2. Anything not listed in the SOW is considered out of scope.
3. Out-of-scope requests are handled via a formal Change Request, which will be quoted separately or billed at our standard hourly rate.
4. We reserve the right to pause work until a Change Request is approved in writing.

5.Client Responsibilities

To meet agreed timelines, you are responsible for:

• Supplying content, images, brand assets, and account logins on time and in the requested format.
• Ensuring you hold the necessary rights to all content you provide.
• Reviewing and approving proofs carefully (spelling, numbers, pricing, contact details, links, legal claims, and any factual statements).
• Providing feedback in writing, consolidated per revision round.

6.Payments, Deposits, and Late Fees

1. Deposit: Unless stated otherwise in your quotation, projects require a 50% deposit before work is scheduled and begins.
2. Final payment: The balance is due before final handover, admin access, source files, go-live, or delivery of final assets, whichever comes first.
3. Late payment: Overdue amounts may attract a late fee of 5% per 30 days, or the maximum permitted by South African law, whichever is lower.
4. Non-payment: We may suspend services and pause active work until the account is brought up to date.
5. Recurring services: Hosting, maintenance, and retainer services are billed in advance and are non-refundable for the current billing cycle once invoiced.

7.Refunds and Cancellations

1. Deposits secure capacity, project slots, and initial work. They are non-refundable to the extent permitted by law.
2. If you cancel after work has started, you remain liable for all work completed up to the cancellation date.
3. Cancellation charges will be calculated as the greater of the deposit already paid, or the actual hours worked multiplied by the agreed hourly rate, or any stage-of-completion fee specified in your quotation.
4. If you become unresponsive for 30 or more consecutive days, the project may be treated as abandoned at our discretion. The project will be closed and any amounts paid will be retained to cover reserved capacity and work performed.

8.Revisions and Approvals

1. Included revision rounds are stated explicitly in your quotation.
2. A revision round is one consolidated list of changes for a specific deliverable, submitted in writing.
3. Additional revisions beyond those included will be quoted or billed separately.
4. Once you sign off or approve a deliverable, any further changes will be treated as a Change Request.

9.Timelines, Resourcing, and Rescheduling

1. All timelines are estimates based on timely content delivery and approvals from your side.
2. If you are unresponsive for 7 or more consecutive days, we may reallocate resources to other client projects and reschedule yours to the next available slot.
3. Delivery dates will shift in line with delays caused by missing content, late feedback, or scope changes.

10.Intellectual Property and Ownership

1. Ownership transfers on full payment of all fees due under the SOW.
2. Until paid in full, all work (including drafts, concepts, and source files) remains the property of SynthX Media.
3. We retain ownership of our internal methods, frameworks, templates, libraries, code components, and reusable tooling, regardless of payment status.
4. You retain ownership of any pre-existing materials you supply to us, and grant us a licence to use them for the purposes of completing the project.

11.Portfolio Use

Unless you request confidentiality in writing before the project starts, you grant us permission to display completed work (including screenshots, short excerpts, and client name) in our portfolio, case studies, and marketing materials.

12.Third-Party Services, Licences, and Stock

1. Projects may involve third-party services such as hosting providers, plugin vendors, stock libraries, payment gateways, ad platforms, and printers.
2. Third-party costs (subscriptions, licences, stock media, ad spend) are your responsibility unless your quotation states otherwise.
3. We are not liable for third-party failures, outages, account suspensions, or policy changes outside our reasonable control.

13.WordPress Website Design & Development

13.1 Build Process

Our typical process: onboarding and brief, design concept, revisions, approval, build, testing, final payment, go-live, handover.

13.2 Content and Approvals

You must supply final website content (text, images, product or service information) and formally approve layouts before we proceed to build or launch. You are responsible for verifying the accuracy and legal compliance of all content and claims published on your website.

13.3 WordPress and Plugin Limitations

WordPress relies on themes and plugins, including third-party components. Some functionality is constrained by available tools unless custom development is explicitly scoped and quoted. Plugin licences and subscriptions are your responsibility unless included in your maintenance plan.

13.4 SEO Disclaimer

Where "Basic SEO" is included, it generally covers metadata setup, indexation basics, and SEO-friendly site structure. We do not guarantee specific rankings, traffic levels, or lead volumes. SEO results depend on competition, content depth, ongoing investment, and search engine algorithm changes outside our control.

13.5 Testing and Compatibility

We test on current versions of major browsers and common device sizes. Perfect rendering across every browser version, device, or third-party app is not guaranteed.

13.6 Go-Live and Handover

After final payment, we provide the agreed handover items (admin access, basic training notes, credentials as specified in the quotation). Once handed over, you are responsible for any changes you make unless you are on an active maintenance plan.

14.Hosting, Domains, Email, and Maintenance

14.1 Hosting and Uptime

Where we arrange hosting on your behalf, the underlying platform is operated by third-party infrastructure providers. We do not guarantee uninterrupted uptime and are not liable for provider outages, network failures, or events beyond our reasonable control.

14.2 Backups

Backups are performed on a best-effort basis unless explicitly included in your SLA, and are subject to the retention and frequency stated in your package or SLA.

14.3 Security

No website can be guaranteed "hack-proof". Security depends on regular updates, password hygiene, plugin choices, server policies, and end-user behaviour. Proactive monitoring and updates require an active maintenance plan.

14.4 Suspension for Abuse or Non-Payment

We may suspend hosting or related services for non-payment, or for unacceptable use including spam, malware distribution, illegal content, torrents, or proxy abuse, in order to protect our infrastructure and other clients.

15.Paid Media and Advertising Campaigns

15.1 Ad Spend

Ad spend (Google Ads, Meta, LinkedIn, and similar platforms) is paid directly by you to the platform via your own billing account, unless we have agreed in writing to manage spend on your behalf. Where we manage spend, it is invoiced separately from management fees and is non-refundable once spent on the platform.

15.2 Account Ownership

Wherever possible, ad accounts (Google Ads, Meta Business Manager, LinkedIn Campaign Manager) are created in your name and remain your property. Where we create accounts on your behalf, ownership transfers to you on request, subject to outstanding fees being settled.

15.3 Performance Disclaimer

We commit to applying industry best practices and our professional judgement in campaign setup, optimisation, and reporting. We do not guarantee specific results, including but not limited to cost-per-lead, cost-per-acquisition, conversion rates, or return on ad spend. Results are influenced by your offer, landing page quality, market conditions, seasonality, and platform algorithm changes.

15.4 Reporting and Optimisation

Reporting frequency, format, and depth are specified in your quotation. Campaign optimisation is performed within the cadence agreed in your SOW.

15.5 Cancellation of Paid Media Retainers

Paid media retainers require 30 days written notice for cancellation. The current month's management fee remains payable in full. Pre-paid ad spend balances will be returned to you net of any outstanding fees.

16.Social Media Management and Content

16.1 Content Approvals

Where social media content is supplied for your approval, you are responsible for reviewing it within the timeframe stated in your SOW. Content not reviewed within that timeframe may be published as drafted, at our discretion, to maintain posting cadence.

16.2 Client-Supplied Copy

Where you supply final copy or insist on specific wording, we will publish it as supplied. We are not responsible for the performance, accuracy, or compliance implications of client-supplied copy.

16.3 Account Access

Social media accounts remain your property at all times. We work via assigned access (Meta Business Manager, LinkedIn page admin roles) and never via your personal login credentials.

17.Communication and Support Hours

Standard support hours, unless otherwise agreed in writing:

• Monday to Thursday: 08:30 to 17:00
• Friday: 08:30 to 16:00
• Saturday: 08:00 to 12:00
• Closed Sundays and South African public holidays

Meetings must be scheduled in advance. On-site meetings outside our standard remote consultation are billable per quotation.

18.Confidentiality

If you require confidentiality at NDA-level sensitivity, you must notify us in writing before work begins. Both parties agree to keep confidential information confidential, except where disclosure is required by law or by a competent regulatory authority.

19.POPIA, Privacy, and Analytics

We process personal information in line with the Protection of Personal Information Act (POPIA) of South Africa. Where we implement forms, tracking, or mailing tools on your behalf, you remain responsible for ensuring your website carries appropriate privacy disclosures and consent mechanisms (privacy policy, cookie policy, opt-in flows), unless you have specifically contracted us to provide them.

Our own privacy practices are detailed in our Privacy Policy.

20.Limitation of Liability

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, or consequential damages, including lost profits, lost data, lost opportunities, or business interruption.
• Our total aggregate liability for any claim arising from or in connection with our services is limited to the amount you paid us for the specific service that gave rise to the claim, unless the law requires otherwise.

21.Indemnity

You indemnify SynthX Media against all claims, losses, and damages arising from:

• Content or materials you supply to us;
• Unlawful or infringing material published on your platforms;
• Misuse of your website, accounts, or credentials;
• Disputes with third parties that are not the result of our proven negligence or wilful misconduct.

22.Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond their reasonable control, including but not limited to natural disasters, pandemics, government action, civil unrest, large-scale infrastructure outages, cyberattacks against third-party providers, or extended national load-shedding events. Affected obligations are suspended for the duration of the event and timelines adjusted accordingly.

23.Non-Solicitation of Staff

For the duration of our engagement and for 12 months thereafter, you agree not to directly or indirectly solicit, hire, or engage any SynthX Media employee, contractor, or subcontractor introduced to you in connection with your project, without our prior written consent. If a hire occurs in breach of this clause, you agree to pay a placement fee equivalent to three months of the relevant person's gross remuneration.

24.Notices

Formal notices under these Terms must be sent in writing to [email protected] and are deemed delivered on the next business day after sending, unless a delivery failure notice is received. Routine project communication may continue via your assigned project channels.

25.Severability

If any clause in these Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, the remaining clauses will continue in full force and effect. The unenforceable clause will be modified to the minimum extent necessary to make it enforceable, while preserving the original intent.

26.Updates to These Terms

We may update these Terms from time to time by posting the revised version on our website with an updated effective date. Terms applicable to an active project are those in effect on the date you accepted the quotation, unless both parties agree otherwise in writing.

27.Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. The parties agree to attempt to resolve any dispute in good faith through direct negotiation before escalating to mediation, arbitration, or formal court proceedings. The South African courts have exclusive jurisdiction over any matter arising from these Terms.