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Updated on 1 March 2019


  • Agreement: This document.
  • Agreement Date: Date on which this agreement is signed by both Elevate Studios (Pty) Ltd and the Client’s authorised representative and a copy of the signed agreement sent to Elevate Studios (Pty) Ltd (at an official email address).
  • Project Start Date: Date when the following criteria have been met –
  • Project Deposit Payment (deposit as a percentage of the total quotation amount defined in our Quotations)
  • All Project content provided (final, spell checked content)
  • When Elevate Studios (Pty) Ltd received the signed relevant Project Scope document (co-signed by Elevate Studios (Pty) Ltd and Client’s authorised representative) in writing.
  • Project Closing Date: Deliverables completed as defined by the relevant Project Scope. All invoices for the project have been paid according to the Client’s Payment Terms and reflect in our bank account (bank account information provided on all official quotations and invoices from Elevate Studios (Pty) Ltd), no outstanding payments reflecting against the Client’s account with Elevate Studios (confirmed with customer statement).
  • We, Our, Us, Elevate Studios: Elevate Studios (Pty) Ltd as a legal entity (Registration Number 2016/510100/07), a design and digital marketing agency based in The Republic of South Africa.
  • You, Your, Client: The organisation, to whom our quotations to invoices are addressed, as a legal entity (with an official company Registration Number from the CIPC).
  • Deposit Payment: 50% of a Project’s quotation amount, unless stipulated otherwise in writing (dependent on the client’s risk profile and/or project size).
  • Intellectual Property, IP: Intellectual Property as defined in the laws of The Republic of South Africa.
  • Copyright: Copyright as defined in the laws of The Republic of South Africa.
  • Written, In writing: Email-based format, involving an email address (in the email’s “To” or “From” fields) on the domain.
  • Authorised Representative(s): Natural persons (humans), whether one or many, who has the legal power and responsibility to act on behalf of the Client (e.g. client company director, owner, shareholder, or member).
  • Deliverables: Project as defined in the relevant Project Scope.
  • Project Scope: Document noting deliverables, scope, restrictions, responsibilities and other guides for a specific Project and agreed by all Parties.
  • Project: Specific work instruction, with defined start and end date, commissioned by Client and executed by Elevate Studios (Pty) Ltd.
  • Parties: As defined in the Client Information Form.
  • Local, South Africa, RSA, SA: The Republic of South Africa.
  • Project Invoice Amount: Invoices (one or multiple pertaining to Project) we provide to you in writing after we have completed all the Project Deliverables as defined by the relevant Project Scope, before the Project Closing Date. Indicated total Project cost to Client.
  • Payment Terms: Terms of payment shall be strictly 7 (seven) days from the date of invoice unless agreed otherwise in writing.
  • Client Information Form: Document that Elevate Studios provided the Client via email and that the Client completed and returned to Elevate Studios via email to onboard as a potential or existing customer of Elevate Studios (Pty) Ltd.

The Terms of the Agreement

Good faith and co-operation

You (Client) agree to not contract directly with any of our (Elevate Studios) consultants, vendors, partner agencies or other relevant stakeholders for independent work outside of Elevate Studios for a period of one (1) year after the most recent Project Closing Date.

Your (Client) marketing and sales staff members, partners and service providers will participate and support our (Elevate Studios) plans and strategies to aid the progress and completion of the Project.

Legal use of our (Elevate Studios) IP

The Intellectual Property (IP) of any work done before this Agreement Date remains the property of its original owner, as applicable. We (Elevate Studios) will retain the IP and Copyright of any deliverables we create during or after this project. You (Client) have the right to save, distribute, and use each deliverable in its original format (unless specified otherwise in writing) from the Project Closing Date. No transfer of ownership, use or control in Intellectual Property or Copyright shall occur between you (Client) and us (Elevate Studios) at any point in time before, during or after this Agreement Date.

Legal use of our (Elevate Studios) work is sold to you (Client), a specific legal entity or business, and may not be copied or used by anyone else, whether related to you (Client) or not.

Approval of work

On completion of the work as defined in the Project Scope, you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within seven (7) days of such notification. Any of the work that has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the unpaid balance of the Project Invoice Amount will become due.

Rejected work

If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.

Search engines

We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.


You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.

Updates and security

You are responsible for ensuring that your website is kept secure with up-to-date, reputable SSL certificates on all your web domains. You are also responsible for updating your website(s)’ platforms (e.g. WordPress) and all related themes, plug-ins, as well as support costs with the platform, theme and plug-ins’ developers, to ensure the website continues to operate optimally from the Project Closing Date onwards.

Ownership of domain names and web hosting

We will supply to you the account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred (or We reserve the right to restrict your access if our fees for such services are not paid up.)

Cross-browser compatibility

By using current versions of well-supported content management systems, such as “Wordpress”, we endeavour to ensure that the websites we create are compatible with all current modern web browsers, such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third-party extensions, where used, may not have the same level of support for all browsers. Where appropriate, we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.


You (Client) hereby authorise us (Elevate Studios) to reference Projects we do for you (Client) on our (Elevate Studios) website, social media and other marketing platforms after the Project Closing Date. If you (Client) wish that we either delay the date of project references or to not reference projects due to a confidential nature, you (Client) kindly need to request this from us (Elevate Studios) in writing before the Project Closing Date.

Data records management

You (Client) confirm that the personal and contact information you (Client) have provided us (Elevate Studios) in the Client Information Form is complete, true and correct.

It’s your (Client) responsibility to let us (Elevate Studios) know if any of your (Client) personal or contact details change.

We can retain your (Client) records for up to five (5) years after the Project Closing Date to ensure we (Elevate Studios) comply with local legislation.


We (Elevate Studios) may delay the Project Closing Date until all your (Client) outstanding invoice balances have reflected in our (Elevate Studios) bank account.

We (Elevate Studios) reserve the right to allocate your (the client’s) payments for work-in-progress (i.e. 50% deposits paid on accepted quotations and work started, but not completed) to any outstanding invoices where work has been completed and payment was already due. In such situations, we (Elevate Studios) may put affected work-in-progress on hold and revoke access to any work-in-progress work to which you (the client) had access (e.g. transfer your work-in-progress website, saved on your web host’s servers) back to our (Elevate Studios) website without allowing any private or public access – this in view of the fact that the Intellectual Property (IP) belongs to us (Elevate Studios).

If you (Client) decide not to proceed with the Project at any stage before the Project Closing Date, not due to a breach of contract by us (Elevate Studios), we (Elevate Studios) will be entitled to charge you (Client) the full Project Invoice Amount.

Legal fees

Should we (Elevate Studios) have to engage the services of an attorney to collect any amount(s) due by you (Client), then you (Client) will be liable to pay all of our (Elevate Studios) costs involved to take such legal action, including costs on the scale as between Attorney and own client and collection commission at the then prevailing tariff rate.

Limitation of our (Elevate Studios’) liability

Your (Client) management understands fully and accepts the inherent limitations of carrying out this Project as outlined in a Project’s relevant Project Scope.

By entering into this Agreement with us (Elevate Studios), you (Client) warrant that the work you (Client) produce using our (Elevate Studios) Deliverables or provide us (Elevate Studios) will not infringe on anyone’s copyright or intellectual property rights. You (Client) and we (Elevate Studios) commit to always strive to deliver well-researched, insightful and original work. Should any issues arise on content, whether written, static or moving in image, you (Client) hereby indemnify us (Elevate Studios) against any legal disputes, injunctions, damages or third-party lawsuits.

We (Elevate Studios) will not provide any statutory audit opinion/assurance on your (Client) digital infrastructure and/or marketing during this Project. We will provide recommendations to your (Client) management in terms of remediating any area of improvement that we identify. Your (Client) management will retain sole responsibility for determining which recommendations to adopt and which controls to implement, which may, in turn, affect the relevant Project Scope.

We (Elevate Studios) will not be held responsible for any changes, additions or enhancements that you (Client) incorporate into any of our (Elevate Studios) work.

Further, you (Client) agree to hold us (Elevate Studios) harmless in respect of any activity performed as outlined in the relevant Project Scope and resulting outcomes under this Agreement where it is established that all possible precaution was taken to avoid the damage or loss in question and in the absence of negligence on our (Elevate Studios) part.

It remains your (Client) management’s sole duty to inform us (Elevate Studios) of any applicable restrictions related to performing any of the activities carried out as part of this Project.

All activities performed by us (Elevate Studios) as part of this Project will be deemed to have been performed on the Client’s instruction and we (Elevate Studios) accepts no liability from you (Client) or any third party about the activities performed on behalf of you (Client).

Personal surety

Your (Client’s) Authorised Representative(s) undertakes to personally honour the indebtedness of your (Client’s) company/corporation and your (Client’s) Authorised Representative(s) hereby bind themselves as sureties and co-principal debtors for all amounts which are now or may in the future become due and owing by your (Client’s) company/corporation to us (Elevate Studios). Your (Client’s) Authorised Representative(s) renounce all legal exceptions.

Dispute resolution

The laws of the Republic of South Africa will govern this Agreement. Should any disputes arise, the Parties will go to arbitration as per the guidelines set out by the Arbitration Foundation of South Africa (AFSA) in Sandton.

Agreement duration and validity

This Agreement starts on and is valid from the date of a client’s written acceptance of any of our quotation(s) or invoice(s) (whichever is first), and continues until one (1) year after the most recent Project’s Project Closing Date.

The Parties can terminate the agreement earlier, in writing, at any time for whatever reason we deem fit.

Entirety and variation of this agreement

This agreement constitutes the full agreement between Elevate Studios (Pty) Ltd and the Client.

Oral variation of this agreement will have no legal effect of whatsoever nature unless reduced to writing and agreed to by all Parties.