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Terms and

conditions

These Master Terms and Conditions ("Agreement") govern the relationship between Olivier Digital Studio (Pty) Ltd (Reg No: [Insert Registration Number]) ("the Company," "we," "us," or "our") and the individual or business entity engaging our services ("the Client," "you," or "your").

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By paying a deposit, accepting a Quote or Pro-Forma Invoice, signing an onboarding brief, or utilizing any services provided by the Company, the Client formally agrees to be bound by all the terms outlined herein.

    • The Company operates as an independent digital solutions agency offering: Website Design & Development, Search Engine Optimization (SEO), Website Maintenance, Logo & Visual Brand Design, Social Media Marketing, Email Marketing, and Custom AI Audio Branding.

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    • Each project or retainer engagement will be governed by a specific project brief, quotation, or invoice defining the technical scope of work. Any additions, alterations, or adjustments requested after project initiation will be treated as a "Scope Change" and billed separately.

    • Validity: All Quotes and Pro-Forma Invoices issued by the Company are valid for a strict period of 30 days from the date of issue, unless an alternative date is explicitly specified in writing.

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    • Adjustments: The Company reserves the right to adjust pricing or timelines if the Client alters the project specifications or functional requirements after work has commenced.

    • Fixed-Scope Projects (e.g., Website Design, Logo Build):

      • A 50% commencement deposit is required and must clear in our bank account before any design or development work begins.​

      • Refund Eligibility: 50% of the initial deposit (equivalent to 25% of the total project value) is refundable only if the Company determines, in its sole discretion, that it cannot realize the technical specifications explicitly agreed upon in the project brief.

      • Non-Refundable Status: The deposit is strictly non-refundable if the Client chooses to cancel the project for any reason, or if the project stalls, stands abandoned, or cannot proceed due to missing Client deliverables, delayed communication, or lack of feedback.

      • Final Settlement: The remaining 50% balance is due immediately upon project completion and must be fully settled prior to connecting a live domain, launching the site, or transferring ownership of the Wix digital workspace.

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    • Subscription & Retainer Services (e.g., Marketing, SEO, Maintenance Tiers):

      • Retainer packages are billed monthly, strictly in advance.​

      • Services will only commence or continue once the monthly retainer invoice has been paid in full.

      • Retainers require a 30-day written notice period for cancellation or tier downgrades by either party.

    • Professional Labor Only: Financial quotes issued by the Company represent specialized digital labor and technical assembly.

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    • Client-Owned External Costs: The Client is solely responsible for procuring, financing, and maintaining all third-party subscription plans and platform access infrastructure required to keep their digital ecosystem online. This includes, but is not limited to:

      • Wix Premium Subscriptions: Hosting fees, eCommerce infrastructure, and booking engines.​

      • ​Domain Operations: Domain registration, DNS management, and renewal fees.​

      • Communications: Business email solutions (e.g., Google Workspace, Microsoft Outlook).

      • App Market Ecosystems: Paid subscriptions for specialized Wix extensions or integrations.

    • Material Delivery: The Client must supply all final copywriting, high-resolution media (PNG/SVG logos, photography), and system access logins within 5 business days of the deposit clearing.

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    • Project Stalling Clause: If a project remains stalled or unprogressive for more than 14 consecutive calendar days due to a lack of Client input, missing assets, or delayed feedback, the Company reserves the contractual right to pause the project indefinitely, archive the build, and immediately invoice the Client for 100% of the work completed to date.

    • Website Design & Platform Liability (Wix Ecosystem)

      • As a Wix Icon partner, the Company builds websites on the Wix platform. The Client explicitly acknowledges that website uptime, server responses, operational logic, and native applications are bound to Wix’s global cloud infrastructure.​

      • The Company cannot be held liable for server outages, platform downtime, payment gateway failures, or sudden modifications to the Wix API or core architecture that temporarily break localized layout rules.

      • Post-Launch Warranty: A post-launch bug-fixing window of 14 calendar days is provided to resolve coding or structural anomalies within the original scope. Any adjustments, layout edits, or feature additions requested after this 14-day window will be billed at our current hourly rate unless an active Website Maintenance Retainer is in place.

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    • Search Engine Optimization (SEO) Disclaimer

      • The Company applies professional white-hat optimization practices to build a foundational SEO architecture (meta tags, indexing, alt text).​

      • No Guarantee of Rankings: Search engine algorithms (Google, Bing) are proprietary, secretive, and subject to constant change. The Company provides absolutely no legal guarantee, explicit or implied, that the Client’s website will achieve or maintain specific positions, page-one rankings, or traffic volumes for target keywords.

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    • Website Maintenance Services

      • Maintenance retainers cover routine technical oversight, optimization, and capped support hours as specified per tier.​

      • Maintenance agreements do not insulate the website from external security threats, malicious hacking, data breaches, or platform-wide stability failures caused by Wix servers. The Company will assist in recovery but accepts zero liability for data loss or operational losses during such incidents.

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    • Social Media & Email Marketing

      • Marketing packages cover the creation, scheduling, and strategic placement of digital content based on information provided by the Client.​

      • The Client is solely responsible for verifying the legal and factual accuracy of all product descriptions, promotional offers, claims, and data sent via email marketing or posted to social platforms. The Company is not liable for defamation, consumer protection violations, copyright claims, or PR damage resulting from approved marketing assets.

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    • Custom AI Audio Branding & Song Creation

      • Custom songs are generated utilizing advanced artificial intelligence tools as an innovative branding service.​

      • Copyright & Originality Limitations: Due to the complex legal landscape surrounding generative AI music, the Company provides no warranties regarding the absolute copyright registrability of the audio tracks. The Client accepts the audio track "as-is" and holds the Company harmless against any third-party intellectual property or copyright infringement claims arising from similarities to existing commercial melodies, rhythms, or vocals.

    • Maximum Cap: To the maximum extent permitted by South African law, the total collective liability of Olivier Digital Studio (Pty) Ltd, its directors, employees, and subcontractors for any claims, losses, damages, or legal actions arising out of this Agreement—whether in contract, delict (including negligence), or otherwise—shall be strictly limited to the actual amount paid by the Client to the Company for the specific service out of which the liability arose during the immediate 3-month period preceding the claim.

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    • Exclusion of Consequential Damages: Under no circumstances shall the Company or its operators be held liable to the Client or any third party for any indirect, incidental, punitive, special, or consequential damages. This includes, but is not limited to: loss of business profits, revenue loss, data corruption, server downtime, business interruption, or loss of commercial reputation, even if advised of the possibility of such damages.

    • Design Assets: Upon final payment and settlement of all outstanding invoices, ownership of the completed website design and custom graphic files transfers to the Client.

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    • Promotional Rights: The Company retains the unchallengeable right to display screenshots, videos, and links of the completed website design, marketing campaigns, and creative assets within its professional portfolios, case studies, social media channels, and industry presentations as part of its credentials as a Wix Icon partner.

  • This Agreement, and all claims or disputes arising out of or in connection with its subject matter, shall be governed exclusively by, and construed in accordance with, the laws of the Republic of South Africa. The parties irrevocably consent to the jurisdiction of the High Court of South Africa (Gauteng Division, Pretoria).

Addendums

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