Terms and Conditions

"Agreement" means these Terms together with any proposal, quotation, Statement of Work (SOW) or order form accepted by the Client.

"Deliverables" means any output, work product, designs, code, content, reports or materials produced by Neelo Digital for the Client under the Agreement.

"Services" means the web development, digital marketing, brand development, eCommerce and related services described in the relevant proposal or SOW.

Neelo Digital will provide the Services as described in the applicable proposal or SOW. Any work falling outside the agreed scope ("Out of Scope Work") will be quoted separately and only commenced after written approval from the Client.

We reserve the right to use sub-contractors, freelancers or third party suppliers in the delivery of the Services. We remain responsible to the Client for the work performed.

The Client agrees to: (a) provide timely access to all information, content, accounts, brand assets and approvals required to perform the Services; (b) nominate a single point of contact authorised to make decisions on the project; (c) review and respond to requests for feedback within five (5) business days; and (d) ensure all materials supplied to Neelo Digital are lawful and that the Client owns or has licence to use them.

Delays caused by the Client may result in revised timelines and additional fees.

All fees are as set out in the relevant proposal or SOW and are exclusive of VAT, taxes, levies and third-party costs (including but not limited to hosting, domains, licences, stock imagery, paid media spend and third-party plugins).

Unless otherwise agreed in writing, project work is invoiced as follows: 50% deposit on acceptance, with the balance invoiced on project milestones or completion. Retainer and monthly Services are invoiced in advance.

Invoices are payable within seven (7) days of the invoice date. Overdue accounts may be charged interest at 2% per month and Neelo Digital reserves the right to suspend Services and withhold Deliverables until all outstanding amounts are settled.

Quotes are valid for thirty (30) days from issue.

Any timelines provided are estimates made in good faith and are dependent on timely Client feedback, third-party services and scope remaining unchanged. Neelo Digital will not be liable for delays caused by factors outside its reasonable control.

Each project includes a reasonable number of revision rounds as specified in the SOW. Additional revisions, changes to approved work, or expansions of scope will be quoted and charged at our standard hourly rate.

All pre-existing intellectual property (including our tools, frameworks, methodologies, code libraries and know-how) remains our property.

Subject to full payment of all fees due, the Client is granted a non-exclusive, worldwide licence to use the final Deliverables for the purposes for which they were created. Where expressly agreed in writing, ownership of bespoke Deliverables will transfer to the Client on full payment.

Third-party assets (fonts, stock imagery, plugins, themes) remain subject to their respective licence terms and are the Client's responsibility to maintain.

Neelo Digital retains the right to display the Deliverables in its portfolio, case studies and marketing materials, including on the Neelo Digital website and social channels.

Each party agrees to keep confidential all non-public information received from the other party and to use it only for the purposes of the Agreement. This obligation survives termination of the Agreement.

We process personal information in accordance with applicable data protection laws (including the Protection of Personal Information Act, 2013 and, where relevant, the UK and EU GDPR). Please see our Privacy Policy for further details.

Where Neelo Digital processes personal data on behalf of the Client, it does so as a processor and only on the Client's documented instructions.

Where the Services include hosting, domain registration, email, plugins, integrations or other third-party services, those services are subject to the relevant provider's own terms.

Unless covered by an active maintenance plan, Neelo Digital is not responsible for ongoing updates, security patches, backups, uptime monitoring or bug fixes after project handover.

We warrant that the Services will be performed with reasonable care and skill and in a professional manner. Except as expressly stated in these Terms, all other warranties, conditions and representations, whether express or implied, are excluded to the fullest extent permitted by law.

We do not warrant any specific commercial outcome, ranking, conversion rate, revenue figure or return on investment from the Services.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Agreement (whether in contract, delict, tort or otherwise) is limited to the total fees paid by the Client to Neelo Digital in the three (3) months immediately preceding the event giving rise to the claim.

We will not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, data, goodwill or business opportunity.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

The Client indemnifies Neelo Digital against any claims, losses, damages and expenses arising from (a) content, materials or instructions supplied by the Client; (b) the Client's use of the Deliverables; or (c) breach of these Terms by the Client.

Either party may terminate the Agreement on thirty (30) days' written notice. Either party may terminate immediately if the other party commits a material breach which is not remedied within fourteen (14) days of written notice, or becomes insolvent.

On termination, the Client must pay for all Services rendered and costs incurred up to the date of termination. Deposits and advance payments are non-refundable.

Neither party will be liable for any failure or delay in performing its obligations under the Agreement caused by events beyond its reasonable control, including acts of God, war, pandemic, civil unrest, industrial action, failure of internet or telecommunications infrastructure, or government action.

During the term of the Agreement and for twelve (12) months after, the Client agrees not to directly or indirectly solicit, hire or engage any employee, contractor or sub-contractor of Neelo Digital who has been involved in delivering the Services, without our prior written consent.

The Client may not assign, transfer or sub-contract its rights or obligations under the Agreement without our prior written consent. We may assign the Agreement to a successor in connection with a corporate restructure or sale.

We may update these Terms from time to time. The latest version will always be available on our website and will apply to all new engagements from the date of publication.

These Terms are governed by the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the South African courts. Where the Client is based in another jurisdiction, the parties may agree alternative governing law in the SOW.

Questions regarding these Terms can be sent to info@neelodigital.com.