Effective: March 2026Governed by South African LawBinding on Acceptance
We want you to enjoy working with us. We know that contractual terms can feel like a formality, but they are essential for managing the expectations and responsibilities of all parties. Once this Agreement has been accepted, it confirms that you have read, understood, and agreed to everything contained herein, fully obligating yourself and your organisation to the terms and related costs. By accepting, you also confirm that you are duly authorised to enter into this Agreement, and that it supersedes any prior written or verbal arrangements.
QuietRise (Pty) Ltd ("QuietRise", "we", "us", or "our") provides professional website design, web development, hosting, e-commerce, and custom digital solutions to businesses and individuals across South Africa.
A Client may accept this Service Agreement as a legally binding contract using any of the following methods:
Email Acceptance - Reply directly to the email thread containing this Agreement confirming in writing that you accept, wish to proceed, or wish to confirm the engagement.
Signed Copy - Sign a printed version of this Agreement in the space provided below, scan it, and return it to us at hello@quietrise.co.za.
Payment of Invoice - Where a deposit or service invoice has been issued, payment of that invoice constitutes full and binding acceptance of this Agreement. This applies equally to the initial project deposit, hosting setup invoices, and all subsequent renewal or recurring service invoices.
Signed Agreement Required Before Work Commences
QuietRise will only issue a deposit invoice once the Client has acknowledged receipt of this Agreement. No project will be activated and no work of any kind will commence until a signed copy of this Agreement or written email acceptance has been received and recorded by QuietRise. The Client's signature block below must be completed and returned to hello@quietrise.co.za before any deposit invoice is issued, unless written email acceptance has already been provided in the engagement thread.
Signature Block - Client Acceptance
Completing and returning this signature block - or replying to the email attaching this document with written confirmation - constitutes full and binding acceptance of this Agreement. Return signed copies to hello@quietrise.co.za.
Section B - Payment Methods
EFT (Electronic Funds Transfer) is the default and preferred payment method for all QuietRise services. Our banking details are provided on every invoice.
Please Note
All invoices must include the QuietRise invoice number as a reference. Payment confirmation (proof of payment) can be sent to accounts@quietrise.co.za. Remittance advice, purchase orders, or goodwill emails do not constitute proof of payment. Funds must clear in QuietRise's bank account before being credited to a Service Agreement.
Section C - General Terms
QuietRise (Pty) Ltd is a registered South African private company. Registration No: 2026/056984/07.Registered physical address: 195 Elizabeth Street, Unit 14 Eden Park, Pretoria, Gauteng, 0182. This information is disclosed in accordance with Section 43 of the Electronic Communications and Transactions Act, 25 of 2002. Should a Client require any additional documentation or forms to be completed, this is subject to QuietRise's prior written approval. A Client may not delay or withhold payment due to their own internal procurement policies or payment approval processes.
QuietRise will not be held liable for service delivery failure as a result of factors outside of QuietRise's or its suppliers' reasonable control, including but not limited to any act of God, death or medical emergencies, theft, crime, strike action, adverse weather, load shedding, accidents, civil unrest, protests, national or state emergencies, or any natural disaster.
Our business primarily operates online. We communicate via email, WhatsApp, telephone, and online meeting tools such as Google Meet or Zoom. Should a Client wish to meet in person, we are happy to accommodate this but reserve the right to charge an In-Person Consultation Fee, which covers professional time and travel costs. Please discuss this with us during your initial engagement.
By engaging with QuietRise, a Client opts in and accepts our Privacy Policy and Terms of Service, available in full at quietrise.co.za. A QuietRise web footnote may be added to completed websites and projects. This attribution can be removed upon written request from the Client at no charge.
Feedback is valued. If you have a wonderful experience, we welcome reviews on Google or any public platform. If you have constructive feedback or a concern, please contact us directly at hello@quietrise.co.za - we respond promptly and are committed to resolution.
Quotation Validity: All quotes and proposals issued by QuietRise are valid for a period of 30 (thirty) calendar days from the date of issue, unless a different validity period is expressly stated on the quote. QuietRise reserves the right to re-quote at its then-current rates if acceptance is received after the validity period has expired. Acceptance of an expired quote does not constitute a binding agreement and will be treated as a new request requiring a revised quote.
Subcontracting: QuietRise may, at its discretion, engage trusted subcontractors or freelancers to assist in the delivery of services under this Agreement. Any subcontractor engaged by QuietRise will be bound by appropriate confidentiality obligations consistent with QuietRise's obligations to the Client. QuietRise remains solely responsible to the Client for the quality, delivery, and outcomes of all work, whether performed by QuietRise directly or through a subcontractor. QuietRise will not disclose the Client's confidential information to a subcontractor beyond what is reasonably necessary for the performance of the relevant service.
Portfolio and Case Study Rights: Unless the Client notifies QuietRise in writing prior to project completion that they do not consent, QuietRise reserves the right to reference the Client's name, company name, and completed project — including screenshots, descriptions, and outcomes — in QuietRise's portfolio, website, marketing materials, and client case studies. This right does not extend to the disclosure of Client confidential business data, proprietary workflows, or any information specifically designated as confidential in writing by the Client.
Section D - Website & Content Development Projects
Every project is allocated two provisions: a Project Timeline (defined start and end dates) and Project Hours (designer/developer hours available within that timeline). Both are specified in the Client's quote and are sufficient for the purchased scope of work. These provisions commence once a project has been formally Activated and assigned to a designer, developer, or third-party solution provider. If delays attributable to the Client result in additional provisions being required, the Client will be charged a weekly Project Timeline Extension Fee and/or the applicable hourly rate for additional designer or developer time. These rates are detailed in your quote.
QuietRise, at its discretion, reserves the right to extend a Project Timeline if it is in the interest of service delivery and does not prejudice either party.
During the Project Timeline, the Client and QuietRise will progress through the following phases: Briefing → Design & Development → Content Integration → Review & Quality Control → Final Tweaks → Go Live / Handover. Our team is experienced at guiding this process and making it as straightforward as possible. Full Client engagement at each phase is required.
Scheduled work hours are planned in advance. The Client will be updated by the assigned Project Lead no less than once per week. Clients who wish to book a specific consultation time during the project may request available slots, subject to availability. Unscheduled calls or walk-in consultations cannot be accommodated as they disrupt other active projects.
Clients should designate a single primary contact person to liaise with QuietRise. This person must be available throughout the Project Timeline and empowered to make project decisions on the Client's behalf.
For accountability and record-keeping, our team will only act on written instructions relating to the scope of a project. Verbal instructions will not be implemented unless followed up in writing.
Every Client must provide a complete and accurate Briefing Document - including guidance on look and feel, layout references, and functional requirements - along with all required content, no later than 5 calendar days after Project Activation. Delays by the Client will result in a Project Timeline Extension fee being charged.
Brief Confirmation Before Design Commences: Design and development work will not commence until QuietRise has reviewed the Client's completed Briefing Document and issued a written brief confirmation. This confirmation constitutes QuietRise's acceptance that the brief is sufficiently complete and agreed by both parties. Any gaps, ambiguities, or missing content identified at this stage will be communicated to the Client before work proceeds. The Client's written acknowledgement of the confirmed brief is required before the project moves to the Design & Development phase.
Project Activations occur once a week. Activation is conditional on the project deposit having cleared in QuietRise's bank account. Projects are activated within 14 days of deposit clearance, in order of receipt.
"Content" refers to components such as text copy, images, videos, logos, and other media. A Client is fully responsible for supplying all required content unless they have purchased related content services from QuietRise.
Content must be delivered in a ready-to-use, web-optimised format and must meet a publishable standard. Content must not infringe on any intellectual property, copyright, or third-party rights. Clients are responsible for checking all spelling and grammar before submission. Where content includes images, photographs, or videos featuring identifiable individuals, the Client is solely responsible for ensuring that all necessary consents and permissions have been obtained in compliance with the Protection of Personal Information Act, 4 of 2013 (POPIA). See Section I.7 for full details.
Any image, video, creative, or cosmetic component of a project is subject to the creative interpretation of our designers and developers. Results may therefore vary from a Client's personal expectations. This applies equally to graphic design services, including logo design.
Our team commits to responding to emails and WhatsApp messages of substance within the following indicative timeframes: routine queries and project-related feedback — within 1 (one) business day; service outage notifications and critical technical issues reported during standard business hours — on the same business day where possible. These timeframes are indicative benchmarks and do not constitute contractual service level commitments. Response times may be extended during public holidays, company closure periods, or periods of high operational demand.
Clear, factual, and constructive Client communication is essential. Poor or inaccurate communication will directly impact service delivery outcomes and QuietRise will not be held liable for delays or deficiencies resulting from inadequate Client input.
If a Client requests additional services or changes outside the original scope after the Service Agreement has been accepted, QuietRise reserves the right to re-quote and issue supplementary invoices. No cancellation of the original agreement will be accepted on the basis of scope additions, and no refund of original fees will be due.
Where applicable, third-party supplier, platform, or API terms and conditions will apply. These will be shared with the Client during the project process.
Clients who purchase a website theme, CMS package, or other content management system accept that customisation of layout, functionality, and cosmetics will be constrained by the template's architecture.
Once QuietRise has fulfilled the full scope of this Service Agreement, the completed work will be handed over to the Client. The project log is then closed and no further work will be performed without a new written agreement and invoice.
Unless otherwise stated in the quote, all QuietRise website packages are responsive (mobile-friendly) and optimised primarily for the Chrome and Firefox browsers.
QuietRise does not retain backups of project files beyond 2 weeks post-project completion. Clients are advised to keep their own copies of all deliverables.
No website is built to last indefinitely. The internet, browsers, and technologies evolve constantly. Clients should ensure their websites are regularly maintained and consider a full rebuild approximately every 3 years to maintain functionality, compatibility, and security.
Section E - Domain, Email & Hosting Services
QuietRise provides professional web hosting solutions via reputable local and international infrastructure providers. QuietRise reserves the right, at its own discretion, to change underlying infrastructure providers without disruption to the Client's services.
Hosting support for mailboxes, domains, and servers is available during standard business hours, excluding public holidays and company closure dates. Contact us at support@quietrise.co.za or on +27 68 642 4509 for hosting-related queries.
Hosting services are subject to resource provisions, including but not limited to bandwidth, disk space, email accounts, and website traffic allocations. These details are specified in your quote. Should provisions be exceeded, QuietRise will issue an account for overusage.
All Clients accept and are bound by QuietRise's Acceptable Use Policy, which forms part of this Agreement. The Acceptable Use Policy sets out prohibited content, prohibited activities, and Client obligations regarding platform and service usage. Prohibited activities include but are not limited to: spam, phishing, distribution of malware, uploading illegal content, copyright infringement, and any activity that contravenes South African law, including the Cybercrimes Act, 19 of 2020.
In any instance of service abuse, illegal content, breach of acceptable use, compromised websites or mailboxes, or unpaid accounts, QuietRise will suspend services without prior notice and allow the Client a reasonable period to rectify the issue. Failure to comply may result in termination of services with no refund applicable.
QuietRise is legally obligated to report e-crimes to the relevant South African authorities and may provide Client information and supporting evidence when required to do so.
Clients are strongly advised to change their hosting, website, and email passwords at least twice per year via the hosting control panel. Access credentials must not be shared with unauthorised individuals or stored on unsecured devices.
Each hosted Client will be issued a username and password for their hosting control panel. If this access is lost, it may be requested in writing from QuietRise. A security verification process will apply before credentials are reissued. The Client must change their password immediately upon receiving replacement credentials.
If a Client's website or mailbox is compromised due to spam or hacking, QuietRise may automatically reset passwords to prevent further risk. The Client must contact QuietRise to request restored access and will be required to verify their identity.
Clients are responsible for backing up their website content at least once per year. QuietRise can assist with backup management - please enquire for pricing.
QuietRise's hosting infrastructure is maintained to a high standard and includes multiple security systems. However, QuietRise will not be held responsible for unlawful access to domains, mailboxes, servers, Client data, or Client devices by cybercriminals or malicious software.
Domain Registration:
All domains are registered in the Client's name. A copy of the Client's ID document and a chosen security question will be required for our records.
Before any domain is registered, the Client must submit at least 5 (five) preferred domain name options, listed in order of preference. Domain availability is not guaranteed and QuietRise will register the first available option from the Client's list, unless instructed otherwise in writing.
Domain registration fees are charged at cost, plus a QuietRise service and administration fee, which covers the registration process, configuration, and ongoing management. This fee is detailed on your invoice.
Once a domain has been confirmed and registered, any subsequent name change will incur an additional administration fee.
Domain renewal dates follow the rules and regulations set by ZARC (ZA Registry Consortium) and international registrars, and are therefore not controlled by QuietRise. Late renewal payments will result in immediate suspension or termination of services. It is the Client's responsibility to ensure renewal invoices are settled on time.
Domain Renewal Management Service: QuietRise offers a managed domain renewal service as the default arrangement for all domains registered through or administered by QuietRise. Under this service, QuietRise will monitor the domain's upcoming renewal date, issue a renewal invoice to the Client no later than 30 calendar days before the renewal due date, and process the renewal upon receipt of cleared payment. A QuietRise administration fee — as specified on the renewal invoice — applies to this service in addition to the registrar renewal cost. This fee covers renewal monitoring, coordination with the registrar, and ongoing domain management.
Client-Managed Renewal (Opt-Out): A Client who does not wish to use QuietRise's managed renewal service must notify QuietRise in writing no later than 60 (sixty) calendar days before the domain's next renewal due date. This 60-day deadline exists because QuietRise issues the renewal invoice 30 days before the renewal due date — opting out after that invoice has been issued means the renewal cycle is already in progress and cannot be reversed. To avoid being billed for a renewal cycle, the Client's written opt-out notice must therefore reach QuietRise at least 30 days before the renewal invoice would be issued, which is 60 days before the renewal due date itself. Where a Client's opt-out notice is received within 60 days of the renewal due date (i.e. after the renewal invoice has already been issued or the renewal process has already commenced), the current renewal cycle will proceed under QuietRise's management and will be invoiced in full. The opt-out will take effect from the following renewal cycle. Upon QuietRise's written acknowledgement of a valid opt-out, the Client accepts full and sole responsibility for: (a) independently monitoring their domain's renewal date directly with the registrar or ZARC; (b) initiating renewal timeously and in accordance with the registrar's requirements; and (c) all consequences arising from a failure to renew, including but not limited to domain suspension, lapse, or permanent deletion. QuietRise will have no further obligation in respect of that domain's renewal from the confirmed opt-out cycle onwards and accepts no liability for any resulting loss.
Non-Payment of Renewal Invoice: Where QuietRise is managing a domain renewal and the Client fails to settle the renewal invoice by the due date, QuietRise is under no obligation to advance the renewal cost on the Client's behalf. Any domain lapse, suspension, quarantine period, or permanent deletion resulting from the Client's failure to pay a renewal invoice timeously is the sole responsibility of the Client. QuietRise accepts no liability for any loss, reputational harm, or business disruption arising from a lapsed or deleted domain. Clients are advised that .co.za domains that lapse enter a registrar-controlled redemption or quarantine period before being permanently deleted and released for public re-registration. Any redemption or recovery charges applied by the registrar will be for the Client's account. QuietRise does not guarantee the recovery of a domain that has lapsed.
Any changes to the domain owner's contact details must be notified to QuietRise in writing without delay.
Domain Transfer and EPP Code Withholding: QuietRise will not process a domain transfer, release an EPP/authorisation code, or initiate any change-of-registrar action while any domain registration, renewal, or administration fee relating to that domain remains outstanding and unpaid. This right is exercised under the common law principle of exceptio non adimpleti contractus — the right to withhold performance of one's own obligation until the other party has performed theirs — and does not constitute an unlawful retention of the Client's domain. QuietRise's withholding of the EPP/authorisation code is limited to domain-specific outstanding amounts and is not exercised as a general debt collection mechanism for unrelated fees. Upon settlement of all outstanding domain-related amounts, QuietRise will action the transfer request and release the EPP/authorisation code within 5 (five) business days of payment clearing. The Client acknowledges that ZADNA (ZA Domain Name Authority) and ZARC dispute resolution mechanisms remain available to them under applicable registry rules should they wish to challenge any decision relating to their domain.
Hosting services are provided for websites and mailboxes on QuietRise's managed servers. QuietRise does not manage, troubleshoot, or take responsibility for Client devices, home or office networks, ISP connections, or device-specific software.
Hosting Suspension Process: Where a hosting, domain, or recurring service invoice remains unpaid after its due date, QuietRise will follow a two-step suspension process: (a) Written Suspension Notice — if payment has not been received within 5 (five) calendar days of the invoice due date, QuietRise will issue a written suspension notice to the Client's registered email address advising that services will be suspended if payment is not received within 48 hours; (b) Suspension — if payment remains outstanding 48 hours after the written suspension notice is issued, QuietRise will suspend all affected services without further notice. In total, a Client will have a minimum of 7 calendar days from the invoice due date before suspension takes effect. A R150 reactivation fee applies to all reinstatements following suspension for non-payment. Services will remain suspended until all outstanding amounts, including the reactivation fee, have been paid and cleared. This process applies to all hosting, domain, email, and recurring service invoices. QuietRise accepts no liability for any loss, business disruption, or reputational harm arising from a suspension effected in accordance with this clause.
Hosting Service Term & Renewal: Hosting, domain, and recurring email services are provided on a monthly or annual billing cycle as specified in the Client's quote and invoice. Services will automatically continue on the same billing cycle and renewal invoices will be issued in advance. It is the Client's responsibility to monitor renewal dates and ensure invoices are settled timeously.
Cancellation Notice for Hosting Services: A Client wishing to cancel any hosting, domain, or recurring email service must provide QuietRise with a minimum of 30 (thirty) calendar days' written notice, delivered by email to accounts@quietrise.co.za. Notice is deemed received on the date of QuietRise's written acknowledgement. Cancellation will take effect at the end of the billing period immediately following expiry of the notice period. All advance fees paid for any billing period already in progress or already invoiced at the date notice is received are non-refundable. Where a Client fails to provide the required notice, QuietRise reserves the right to charge for the notice period in full, irrespective of whether services were used during that period.
Invoice Acceptance for Recurring Services: Payment of any hosting, domain, or recurring service invoice by the Client — whether the initial invoice or any subsequent renewal — constitutes: (a) the Client's binding acceptance of this Agreement as it stands at the date of payment; and (b) the Client's confirmation that they have reviewed, understood, and agree to any amendments notified in accordance with Section N.2. QuietRise's issuance of a renewal invoice does not constitute a waiver of any rights under this Agreement.
Email Deliverability: QuietRise configures hosted email accounts with industry-standard SPF, DKIM, and DMARC records at the time of setup. QuietRise provides no warranty regarding the successful delivery of outgoing email, as delivery is determined by the policies, spam filters, and blacklisting databases of recipient mail servers and third-party email services, all of which are outside QuietRise's control. QuietRise is not liable for any business disruption, loss, or damage arising from emails that are delayed, filtered, rejected, or quarantined by recipient infrastructure. The Client is responsible for reporting email delivery issues to QuietRise promptly so that the configuration can be investigated and corrected where the cause lies within QuietRise's infrastructure.
Section F - Advanced & Custom Projects
This section covers App Development, larger and complex websites, API integrations, third-party solution implementations, e-commerce platforms, custom software, and website repairs or recoveries.
Advanced projects require additional assessment, briefing, consultation, and quality-control stages. The time required for these stages is generally outlined in the Client's quote.
Additional or project-specific terms and conditions will apply and will be shared with the Client in writing throughout the service process.
Custom hosting environments and enhanced security configurations are required for larger websites, media-heavy platforms, e-commerce stores, and complex custom projects. QuietRise will quote on a per-need basis.
Clients are responsible for ensuring full compliance with all legislation applicable to their trading activities, including but not limited to e-commerce regulations, data protection laws (POPIA), consumer protection requirements, and financial services regulations.
Certain website code components, APIs, and third-party features have a functional lifespan. As technology evolves, older components may become deprecated, insecure, or incompatible. In some cases, a full project rebuild may be required. QuietRise will advise Clients when this risk arises.
QuietRise reserves the right to only undertake advanced projects where the hosting environment meets our technical requirements.
Annual renewal and maintenance fees for advanced projects cover ongoing Client care, account management, and platform integrity. QuietRise will issue renewal invoices no later than 30 (thirty) calendar days before the renewal due date. Clients must settle renewal invoices timeously. Where a renewal or maintenance fee remains unpaid by its due date, QuietRise will follow the suspension process set out in Section E.14 of this Agreement. Clients are responsible for monitoring their own renewal dates; failure to receive a renewal invoice does not excuse non-payment where the renewal date was otherwise known to the Client.
Payment Gateways and PCI DSS: Where QuietRise integrates a third-party payment gateway (including but not limited to PayFast, Peach Payments, Yoco, or PayGate) into the Client's platform, the Client acknowledges that: (a) the payment gateway operates under that provider's own terms and conditions, which the Client is solely responsible for reviewing and accepting; (b) Payment Card Industry Data Security Standard (PCI DSS) compliance is the responsibility of the Client and their chosen payment gateway provider — QuietRise does not hold, process, or transmit cardholder data and accepts no PCI DSS liability; (c) QuietRise is not liable for any failed transactions, gateway downtime, transaction disputes, chargebacks, or financial losses arising from the operation of the integrated payment gateway; and (d) the Client is solely responsible for all regulatory compliance requirements applicable to their online financial transactions, including obligations under the ECT Act 25 of 2002 and the Financial Intelligence Centre Act (FICA).
Section G - Payment Terms
Project Payment Milestones
Website and development projects are billed across three milestones. No milestone is optional - each must be honoured on the schedule below for the project to proceed to the next phase.
Milestone
%
When Due
Triggers
1 - Deposit
50%
On acceptance of this Agreement / prior to Project Activation
Project activation, briefing phase, and design commencement
2 - Final Tweaks
25%
On entering the Final Tweaks / Review phase (invoiced by QuietRise)
Access to final revisions, client review, and quality-control phase
3 - Completion
25%
On project completion - before final delivery, handover, or Go Live
Go Live, site launch, or handover of final project files to Client
No project files, source code, or live site access will be transferred to the Client until Milestone 3 has been paid in full and cleared in QuietRise's bank account.
No work will commence on any project until the 50% deposit (Milestone 1) has been received and cleared in QuietRise's bank account.
Invoice Payment Deadlines:
All invoices for projects are due within 7 working days from the invoice date.
All hosting, maintenance, and monthly recurring service invoices are due within the time period specified on the invoice.
Currency: All prices are quoted and invoiced in South African Rand (ZAR).
Payment Reference: All EFT payments must include the QuietRise invoice number as the payment reference. Proof of payment may be sent to accounts@quietrise.co.za. QuietRise will not credit a payment to a Service Agreement until funds have cleared in its bank account.
Late Payment: Where an invoice is not settled by the due date, QuietRise will initiate the suspension process set out in Section E of this Agreement. Services will remain suspended until all outstanding amounts, including any applicable reactivation fee, have been paid and cleared in QuietRise's bank account.
Advance Billing: All hosting, domain, maintenance, and recurring services are billed in advance. No services will be activated or renewed until the corresponding invoice has been paid and cleared.
Project Work Suspension on Milestone Non-Payment: Where any project milestone invoice is not settled by its due date, QuietRise reserves the right to immediately pause all active project work without further notice. Project work will resume only once the outstanding invoice has been paid and cleared in QuietRise's bank account. The project timeline will be extended by a period equivalent to the duration of the payment delay, and Project Timeline Extension fees as specified in Section D.1 will apply. QuietRise accepts no liability for any loss, delay, or inconvenience arising from a project pause effected in accordance with this clause.
Section H - Cancellation, Disputes & Breaches
A Plea from Us
Cancellations and breaches result in incomplete projects, loss of income, wasted professional time, and potential reputational harm - for both parties. Whenever possible, let's work together to find a fair resolution before resorting to formal processes.
Client Cancellation: A Client may cancel this Service Agreement at any time for any reason, but must do so via written email to accounts@quietrise.co.za. In the event of non-payment or cancellation, QuietRise will suspend all active services associated with the Client's account. Any amounts already paid are non-refundable unless QuietRise determines otherwise at its sole discretion.
QuietRise Cancellation: QuietRise may cancel this Service Agreement with immediate effect where there is evidence or reasonable suspicion of a Client breach of these terms or applicable law. No refund will apply, and the Client will remain liable for the full Service Agreement fee plus any additional costs, damages, and legal expenses incurred by QuietRise.
Formal Review: In any instance of a breach or alleged breach of this Agreement, QuietRise, at its sole discretion, may initiate a formal internal review. The Client must allow QuietRise a reasonable period to issue a Written Review Notice and Outcome. Any challenge to a Review Outcome must be submitted in writing with substantive, factual, and legally grounded reasons.
Dispute Resolution: In the event of a dispute, the parties will first attempt good-faith resolution by escalating the matter to senior management for a period of no less than 15 (fifteen) business days. Failing resolution within this period, either party may refer the matter to an appropriate Ombudsman or Review Authority, or to informal arbitration through the Arbitration Foundation of Southern Africa (AFSA) or such other agreed mechanism. QuietRise retains the right to pursue litigation for the recovery of outstanding amounts without first invoking the arbitration process. Both parties consent to the jurisdiction of the Magistrate's Court for claims within its monetary jurisdiction, without prejudice to QuietRise's right to institute proceedings in any other competent court where the claim exceeds that jurisdiction.
Client Abandonment: If a Client fails to communicate with QuietRise for a continuous period of 10 calendar days during an active development, design, or advanced project, QuietRise will deem the Client to have abandoned the project. This constitutes a Client breach entitling QuietRise to retain all amounts paid and cease further work.
Professional Conduct: QuietRise is committed to a professional, respectful, and safe working environment. Any instance of abuse, threats, harassment, or conduct that hinders QuietRise's business operations, endangers its representatives, or damages its reputation - whether in person, electronically, or publicly - will result in the immediate termination of services with no refund. QuietRise reserves the right to pursue criminal charges and civil damages against the offending individual or entity without further notice.
Domicilium: Both parties hereby elect email and the addresses recorded in this Agreement as their chosen domicilium citandi et executandi for all legal purposes arising from this Agreement.
Section I - Protection of Personal Information (POPIA)
QuietRise collects and processes Client personal information in compliance with the Protection of Personal Information Act, 4 of 2013 ("POPIA").
Information Collected: QuietRise may collect and hold personal information including, but not limited to, the Client's name, contact details, company information, billing and payment details, correspondence, and project-related data.
Purpose: Personal information is collected and used for the purposes of: delivering services under this Agreement; issuing invoices and processing payments; communicating with the Client; complying with legal obligations; and improving QuietRise's services.
Retention: Personal information is retained for the duration of this Agreement and for a period of 5 years thereafter, unless a longer retention period is required by applicable law.
Client Rights: Clients have the right to request access to, correction of, or deletion of personal information held by QuietRise, subject to any applicable legal obligations. Such requests may be directed to our Information Officer at hello@quietrise.co.za.
Third-Party Sharing: QuietRise will not sell Client personal information to third parties. Personal information may only be shared with third parties where necessary for the delivery of services (such as hosting infrastructure providers or payment processors) or where required by law.
Consent: By entering into this Agreement, the Client consents to QuietRise processing their personal information as described in this section and in QuietRise's Privacy Policy, available at quietrise.co.za.
Client Responsibility for Media Containing Identifiable Individuals: Where a Client supplies QuietRise with photographs, videos, or any other visual media that feature identifiable individuals (including but not limited to staff, customers, patients, students, or members of the public), the Client warrants and confirms that: (a) they have obtained valid, informed, and documented consent from each identifiable individual for the collection, use, and publication of their personal information and likeness on the Client's website and any other digital platforms; (b) such consent complies fully with the requirements of the Protection of Personal Information Act, 4 of 2013 (POPIA) and any other applicable law; (c) the media is being submitted in compliance with all applicable privacy and data protection obligations; and (d) they will retain evidence of all such consents and make them available to QuietRise on request. QuietRise will publish Client-supplied media in good faith relying on this warranty. The Client indemnifies QuietRise in full against any claim, complaint, regulatory action, fine, or liability arising from the Client's failure to obtain the required consents or to comply with POPIA in respect of Client-supplied media. QuietRise accepts no liability whatsoever in connection with the use of Client-supplied media featuring identifiable individuals.
Data Breach Notification: In the event that QuietRise becomes aware of a security compromise, unauthorised access, or other incident that results in, or is likely to result in, the unlawful access to, loss of, damage to, or destruction of Client personal information (“Security Incident”), QuietRise will: (a) notify the affected Client as soon as reasonably practicable after becoming aware of the incident, and where feasible within 72 hours; (b) provide details of the nature of the incident, the categories and approximate volume of personal information affected, the likely consequences, and the measures taken or proposed to address it; and (c) notify the Information Regulator as required under Section 22 of POPIA. Where a platform or application hosted by QuietRise on behalf of the Client is affected, the Client — as the responsible party for their own customers' or users' personal data — remains responsible for fulfilling their own notification obligations to the Information Regulator and affected data subjects under POPIA. QuietRise will cooperate reasonably in providing available information to assist the Client in discharging those obligations. QuietRise's notification obligations under this clause are limited to incidents affecting data held on QuietRise's own infrastructure and do not extend to breaches originating from the Client's own systems, devices, or third-party platforms not managed by QuietRise.
Section J - Intellectual Property
Ownership During Project: All creative works, content, code, designs, and other deliverables produced by QuietRise under this Agreement ("Works") remain the intellectual property of QuietRise until all amounts owing by the Client to QuietRise - including all invoices under this and any other Service Agreement - have been paid in full and cleared in QuietRise's bank account.
Transfer on Full Payment: Upon receipt of full payment of all outstanding amounts, QuietRise assigns to the Client all right, title, and interest in the Works specific to this Agreement. No transfer of intellectual property occurs while any amount remains outstanding. To the fullest extent permitted by law, QuietRise hereby waives, and undertakes to procure the waiver of, any moral rights that individual creators may hold in the Works under the Copyright Act, 98 of 1978 — including rights of attribution and integrity — in favour of the Client.
Licence During Payment Period: Prior to full payment, the Client is granted a limited, non-exclusive, non-transferable licence to use the Works solely for the purposes contemplated in this Agreement. QuietRise retains the right to revoke this licence in the event of non-payment or breach.
Third-Party Components: The Works may incorporate third-party components, including but not limited to WordPress themes, plugins, stock photography, licensed fonts, and third-party APIs. These components retain their original third-party ownership and are subject to their respective licence terms. QuietRise makes no warranty regarding the ongoing availability, support, or compatibility of third-party components after handover. The Client is responsible for maintaining all required third-party licences following project delivery.
Software Projects: Where the Works relate to custom software development, business web applications, or other bespoke software deliverables, the intellectual property provisions set out in Section M of this Agreement apply in addition to, and in the event of conflict shall prevail over, the general provisions in this Section J.
Client-Supplied Content: Content supplied by the Client (including text, images, logos, and media) remains the intellectual property of the Client. The Client warrants that they have full right, title, and authority to use and publish all content submitted to QuietRise and indemnifies QuietRise against any third-party claims arising from Client-supplied content. Where Client-supplied content includes images, photographs, or videos featuring identifiable individuals, the Client's obligations under Section I.7 of this Agreement apply in full and form part of this warranty.
Section K - VAT Status & Consumer Protection
VAT Status: QuietRise (Pty) Ltd is not registered for Value Added Tax (VAT). All prices quoted and invoiced by QuietRise are therefore not subject to VAT, and no VAT will be charged on any invoice. Should QuietRise become VAT-registered in future, affected Clients will be notified in advance and all applicable invoices will be updated accordingly.
Consumer Protection Act: This Agreement is primarily entered into between businesses (B2B). Where a Client qualifies as a "consumer" as defined in the Consumer Protection Act, 68 of 2008 ("CPA"), QuietRise acknowledges and respects that Client's applicable consumer rights under the CPA.
Draw to Attention: The following provisions are specifically drawn to the attention of any consumer Client as being material and potentially onerous:
The non-refundability of amounts paid in the event of cancellation (Section H.1);
The project abandonment clause and its consequences (Section H.5); and
The Project Timeline Extension fees that may arise from Client-caused delays (Section D.1); and
The suspension of software access upon non-payment of a subscription fee (Section M.4); and
The best-effort nature of data restoration, the restore administration fee (as quoted) applicable where data loss results from Client action, and the fact that Extended Data Retrieval beyond the standard 30-day backup retention window is subject to availability and charged at a fee to be quoted, with no guarantee of recovery (Section M.10).
By accepting this Agreement, the Client confirms that these provisions have been brought to their attention and are understood and accepted.
Section L - Limitation of Liability
Liability Cap: Notwithstanding any other provision of this Agreement, the total aggregate liability of QuietRise (Pty) Ltd, its directors, employees, contractors, or agents, to the Client for any and all claims arising out of or in connection with this Agreement - whether in contract, delict, or otherwise - shall not exceed the total fees paid by the Client to QuietRise in the 12 calendar months immediately preceding the event giving rise to the claim.
Exclusion of Consequential Loss: In no event shall QuietRise be liable for any indirect, consequential, special, or punitive loss or damages, including but not limited to loss of revenue, loss of profit, loss of data, loss of business opportunity, or reputational harm, even if QuietRise has been advised of the possibility of such loss.
Exceptions: Nothing in this section limits QuietRise's liability for fraud or wilful misconduct, or for any liability that cannot lawfully be excluded or limited under South African law.
Section M - Software Development & Licensing
This section applies to all engagements where QuietRise is contracted to develop custom software, business web applications, management platforms, client portals, APIs, or any other bespoke software solution (collectively, “Software”). In the event of any conflict between this Section M and the general intellectual property provisions in Section J, this Section M shall prevail in respect of Software projects.
Definitions: For the purposes of this section:
“Underlying IP” means any and all software code, modules, libraries, frameworks, utilities, architectural patterns, templates, development tools, methodologies, and know-how that: (a) were created, developed, or acquired by QuietRise independently of, or prior to, any specific client engagement; (b) are of general applicability and not unique to any one client’s business; or (c) are developed by QuietRise during the course of a project as generalisable components capable of reuse across other projects. Underlying IP expressly includes, without limitation, reusable user interface components, database abstraction layers, authentication and authorisation modules, API integration frameworks, and utility functions.
“Client-Specific IP” means software code, logic, workflows, features, data structures, and configurations developed exclusively for the Client’s particular business processes, trade secrets, and proprietary requirements, and which have no reasonable application outside of the Client’s specific use case.
“Software Subscription” means an arrangement where the Client pays a recurring monthly or annual fee to access and use the Software as a service.
QuietRise Ownership of Underlying IP: QuietRise retains full and exclusive ownership of all Underlying IP at all times, irrespective of the payment model selected by the Client. No payment made by the Client shall operate to transfer ownership of any Underlying IP to the Client. This provision is essential to QuietRise's ability to operate as a sustainable software development business and is a material, non-negotiable term of this Agreement.
Client-Specific IP — Licence Only, No Ownership Transfer: Client-Specific IP, although developed exclusively in connection with the Client's engagement, remains the intellectual property of QuietRise and is not transferred or assigned to the Client under any circumstances, irrespective of the total amount paid. The Client's rights in Client-Specific IP are limited to the licence granted under clause M.3 and terminate upon termination or expiry of the subscription. This clause expressly overrides the general IP assignment in Section J.2, which applies to website and design deliverables only. For the avoidance of doubt: under website and design projects (governed by Section J), the Client receives ownership of completed deliverables upon full payment; under Software Subscriptions (governed by this Section M), the Client receives a licence to use the Software only and acquires no ownership rights in any component of the Software, whether Underlying IP or Client-Specific IP.
Software Subscription - Access Model: Where the Client engages QuietRise under a Software Subscription:
QuietRise grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Software for the Client’s internal business purposes during the subscription period.
The Client acquires no ownership rights in the Software, the Underlying IP, or the Client-Specific IP.
The Software will be hosted and operated by QuietRise or its designated hosting infrastructure provider. The Client will not receive, and is not entitled to, the source code of the Software under a Subscription arrangement.
QuietRise is responsible for maintaining, updating, and securing the Software environment during the active subscription period in accordance with any applicable service level terms agreed in writing.
The subscription fee is payable monthly or annually in advance, as specified in the Client's quote and invoice. QuietRise reserves the right to adjust the subscription fee in accordance with the fee review procedure set out in Section M.13.
Invoice Acceptance: Payment of any subscription invoice by the Client — whether the initial invoice or any subsequent renewal — constitutes: (a) the Client’s binding acceptance of this Agreement as it stands at the date of payment; and (b) the Client’s confirmation that they have reviewed, understood, and agree to any amendments notified in accordance with Section N.2. QuietRise’s issuance of a renewal invoice does not constitute a waiver of any rights under this Agreement.
Suspension of Software Access on Non-Payment: Where the Client fails to pay any subscription invoice by its due date, QuietRise will follow the suspension process set out in Section E.14 of this Agreement, including the written suspension notice requirement and minimum 7-day period before suspension takes effect. QuietRise accepts no liability for any loss, damage, or business disruption arising from a suspension effected as a result of the Client's non-payment. Where a Software Subscription remains suspended for a continuous period of 30 (thirty) calendar days due to non-payment, QuietRise reserves the right to treat the subscription as terminated. In such event, QuietRise will issue a written termination notice to the Client's registered email address, the Client's data retention and export rights under Section M.5 will apply from the date of that notice, and the Client will remain liable for all outstanding subscription fees accrued to the date of termination.
Termination of Software Subscription: Either party may terminate a Software Subscription on 30 calendar days’ written notice to the other party. Upon termination:
The Client’s access to the Software will cease at the end of the notice period or the current billing cycle, whichever is later.
QuietRise will make the Client’s data available for export in a standard, machine-readable format for a period of 30 calendar days following termination, after which QuietRise may permanently delete the data from its systems.
Subscription fees paid in advance are non-refundable for any portion of a billing period already commenced.
QuietRise Right to Reuse Underlying IP: QuietRise expressly reserves the right to reuse, adapt, and incorporate any Underlying IP in other software projects, products, or client engagements, whether concurrent with or subsequent to the Client's engagement. The exercise of this right shall not constitute a breach of this Agreement, an infringement of the Client's intellectual property rights, or a disclosure of the Client's confidential information, provided that QuietRise does not, in doing so, reproduce or disclose any Client-Specific IP or Client confidential data.
Confidentiality of Client Data and Business Logic: Notwithstanding QuietRise’s right to reuse Underlying IP, QuietRise undertakes not to disclose, reproduce, or transfer any of the Client’s confidential business data, proprietary workflows, trade secrets, or Client-Specific IP to any third party without the Client’s prior written consent, except where required by law. The right to reuse Underlying IP is a right over code and architecture, not over the Client’s data or business intelligence. These confidentiality obligations survive termination of this Agreement for a period of 3 (three) years from the date of termination.
Post-Delivery Maintenance and Support: Delivery or access to Software under a Subscription does not include ongoing maintenance, updates, bug fixes, or technical support unless separately agreed in writing and covered by a current maintenance or support arrangement with QuietRise.
No Escrow Obligation: Unless expressly agreed in a separate written escrow agreement, QuietRise is under no obligation to deposit source code into escrow for the benefit of the Client.
Data Backup, Recovery & Client Data Export: QuietRise maintains automated backups for all active hosted Software Subscriptions as set out below. These provisions are aligned with QuietRise's obligations under Section 19 of the Protection of Personal Information Act, 4 of 2013 (POPIA).
Standard Backup: QuietRise performs automated database and file backups no less than once every 24 hours. Backups are retained on a rolling basis for 30 (thirty) calendar days from the date of creation. Backups are maintained for disaster recovery purposes only and do not constitute a version history, audit log, or data synchronisation record.
Restoration: Where a data loss event is directly attributable to a failure in QuietRise's own infrastructure, QuietRise will use reasonable endeavours to restore the affected data from the most recent available backup at no charge, with a best-effort turnaround of 1–2 business days. Where data loss results from the Client's own action — including accidental deletion, misconfiguration, or platform misuse — a restore administration fee (as quoted) per restore event applies. No warranty is given that any individual backup will be free from corruption or that restoration to any specific point in time will be achievable. The Client acknowledges that no interface within the platform permits the Client to initiate a database restore; all restore operations are performed exclusively by QuietRise operators, require prior written authorisation submitted to support@quietrise.co.za, and are subject to the additional conditions set out in this Section M.10.
Data Export Formats: Data portability under this Agreement is provided via two categories of QuietRise-generated derivative export, available through the platform's built-in export functionality. Neither output constitutes a database backup file and neither can be used to restore the database directly. (a) Compliance Export: A structured export bundle accompanied by a QuietRise-issued integrity certificate bearing a unique reference number, generated per export event. This is the legally-recognised export for compliance, audit, and regulatory purposes. The Compliance Export is available on-demand and is automatically prompted upon the close of each operational period. Each export is delivered directly to the Client's device and removed from QuietRise's servers within a short window following generation. The Client is solely responsible for the secure storage and long-term archiving of all Compliance Exports downloaded to their device. QuietRise does not retain copies of Compliance Exports after this window unless the Client has separately subscribed to the Compliance Archive Service. (b) Accounting Export: A structured export formatted for import into third-party accounting software. The Accounting Export is not accompanied by an integrity certificate, is not certified for compliance purposes, and does not constitute a legally-recognised compliance document. QuietRise accepts no responsibility for how the Client or their accountant processes Accounting Export files within third-party systems. The Client is solely responsible for retaining and managing all exported data to meet their legal and operational requirements.
Extended Data Retrieval: QuietRise may, for internal business continuity purposes, retain operational backup copies of Client data beyond the standard 30-day retention window. The existence of any such extended copies cannot be guaranteed and is subject to QuietRise's internal operational decisions. Where a Client requires access to data beyond the standard 30-day period, QuietRise offers Extended Data Retrieval — subject to availability and at QuietRise's sole discretion — for a fee to be quoted in writing before work commences. QuietRise provides no warranty that extended retrieval will be successful and accepts no liability where retrieval cannot be completed. The retrieval fee covers the administrative and technical service of attempting the retrieval and is payable regardless of outcome once accepted by the Client in writing.
Interaction with Section M.5 (Termination Export Window): The 30-day data export window provided to the Client upon termination under Section M.5 is aligned with QuietRise's standard 30-day backup retention period. Clients are strongly advised to export all required data immediately upon termination to avoid reliance on Extended Data Retrieval.
Source of Restoration: QuietRise performs all database restores exclusively from QuietRise-held, server-side backup copies maintained through automated infrastructure-level processes. No raw database backup file, in any format, will be provided to the Client for any purpose. QuietRise will not accept, import, or restore from any data file or archive supplied by the Client or any third party. Backup integrity is verified before any restore is performed.
Platform Activity & Error Logs: QuietRise maintains internal platform activity logs and error records as part of normal system operation. These logs record system events, operator and user actions, and error conditions. They are maintained separately from the operational database, cannot be modified or deleted by the Client, and do not form part of the restorable dataset.
Client Warranty on Restore Requests: By submitting a written restore request, the Client warrants that: (a) the request is made in good faith in their capacity as POPIA responsible party; (b) they have authority to authorise an overwrite of the live database; (c) they accept sole responsibility for all consequences of the resulting data state, including data overwritten or lost as a result; and (d) the request is not made to facilitate any misrepresentation, fraud, or alteration of records. All restore requests must be submitted in writing to support@quietrise.co.za and confirmed in writing before work commences.
Indemnity for Restored State: Following completion of a restore, QuietRise accepts no liability for the accuracy, completeness, or integrity of the resulting data state. The Client indemnifies QuietRise against any claim, loss, damage, fine, or regulatory action arising from the restored data state, regardless of whether it proves to be inaccurate, incomplete, or fraudulent.
Right to Decline: QuietRise reserves the right to refuse any restore request where QuietRise, in its reasonable judgement, has grounds to suspect tampering, bad faith, fraud, or misuse. QuietRise further reserves the right to require additional written verification from the Client before processing any restore request.
Audit Log Independence: QuietRise's internal platform audit logs and activity records are maintained separately from the operational database and are not part of the restorable dataset. A database restore will not affect, overwrite, or alter QuietRise's audit logs under any circumstances.
Operational Backup, Client Export & Compliance Archive: QuietRise maintains three distinct data retention mechanisms, each with a different purpose: (a) Infrastructure Backup (Operational): An automated, rolling server-side backup retained for 30 calendar days for disaster recovery purposes. This backup is not accessible to the Client and is the sole source from which QuietRise performs operator-initiated restores. It does not constitute a compliance archive. (b) Compliance Export (Client-side): A Client-initiated export delivered to the Client's device as described in this Section. QuietRise does not retain copies after the generation window unless the Client has subscribed to the Compliance Archive Service. The Client is solely responsible for storing these exports for the duration of their applicable statutory retention period. (c) Compliance Archive Service (Optional): Described below. The Client is solely responsible for meeting their statutory data retention obligations under the Tax Administration Act 28 of 2011, Companies Act 71 of 2008, Consumer Protection Act 68 of 2008, Financial Intelligence Centre Act, the Meat Safety Act 40 of 2000 and regulations made thereunder (which impose a minimum 2-year retention requirement for slaughter, inspection, and chain-of-custody records for operations subject to that Act), POPIA, and any other applicable legislation. QuietRise does not provide legal or tax advice on retention requirements.
Compliance Archive Service: Where a Client requires QuietRise to retain Compliance Export archives on QuietRise's infrastructure to satisfy a statutory retention obligation, QuietRise offers a Compliance Archive Service as a separately quoted, optional paid service. The following conditions apply: (a) The service must be requested in writing to accounts@quietrise.co.za, stating the applicable legal obligation and required retention period. QuietRise will provide a written quotation based on the measured archive size at the commencement date before the service commences. (b) The service is billed annually in advance at the rate quoted. At each annual renewal, QuietRise will re-measure the actual archive size and re-issue the quotation accordingly. The Client may decline any revised quotation, in which case QuietRise will retain the archive for a further 30-day wind-down period before deletion. (c) Retrieval of data from the Compliance Archive is a separate billable event, quoted at QuietRise's prevailing technical service rate at the time of the request. Retrieval is performed exclusively by QuietRise operators following a written request and written quotation acceptance; there is no client-facing interface to retrieve Compliance Archive data. (d) All costs associated with the Compliance Archive arrangement are for the Client's account. QuietRise will delete all archived data at the end of the agreed retention period unless the Client renews the service in writing before expiry.
Service Availability, Maintenance & Outages: The following provisions apply to all active Software Subscriptions hosted by QuietRise:
Uptime Target: QuietRise targets 99% availability for its own hosted software infrastructure on a rolling monthly basis. This is a service target and not a contractual service level guarantee. No specific uptime SLA, rebate, or service credit is provided under this Agreement unless a separate written SLA document is agreed and signed.
Scheduled Maintenance: QuietRise will endeavour to provide a minimum of 24 hours' advance written notice for planned maintenance windows that affect service availability. Planned maintenance will, where possible, be scheduled during off-peak hours. QuietRise will use reasonable efforts to minimise service disruption during planned maintenance.
Emergency Maintenance: Where emergency maintenance is required to protect the security, integrity, or performance of the platform or hosting infrastructure, QuietRise may undertake such maintenance without advance notice. QuietRise will communicate the nature and expected duration of the outage as quickly as reasonably practicable.
Third-Party Infrastructure: QuietRise's software services depend on third-party infrastructure providers including cloud hosting providers, internet service providers, and domain registrars. QuietRise provides no warranty regarding the uptime, performance, availability, or reliability of any third-party platform or service. Outages or service interruptions attributable to third-party providers are entirely outside QuietRise's control and do not constitute a breach of this Agreement.
Force Majeure: QuietRise shall not be liable for any failure or delay in providing services resulting from circumstances beyond its reasonable control, including but not limited to: load shedding or Eskom power interruptions; natural disasters; severe weather events; floods; cyberattacks, DDoS attacks, or ransomware targeting third-party infrastructure; government or regulatory action; internet backbone failures; industrial action; pandemics; or any other event of force majeure. In such circumstances, QuietRise will communicate the nature of the disruption and restore services as quickly as practicable.
No Refunds for Downtime: Subscription fees are not pro-rated, rebated, or refunded for any period of unplanned service unavailability, including outages caused by QuietRise infrastructure, third-party infrastructure, or force majeure events, unless a separate written SLA expressly provides otherwise.
Client's Own Infrastructure: QuietRise does not manage, troubleshoot, or accept responsibility for the Client's devices, local network, office internet connection, ISP service, or any device-specific software. Issues arising from the Client's own infrastructure do not constitute a QuietRise service outage.
Fee Reviews & Infrastructure Capacity: The following provisions govern subscription fee adjustments and infrastructure capacity management for all active Software Subscriptions:
Fee Review: QuietRise reserves the right to review and adjust subscription fees at any time. Fee adjustments are not tied to any specific formula, index, or percentage. QuietRise retains full discretion in determining the revised fee, which may reflect changes in the cost of service delivery, infrastructure costs, market conditions, or the scope of features and services provided.
Adjustment Notice: QuietRise will provide the Client with written notice of any fee adjustment at least 30 (thirty) calendar days before the adjusted fee takes effect (“Adjustment Effective Date”). The notice will state the current fee and the new fee. No formula or basis is required to be disclosed.
Objection Window: If the Client does not wish to accept the adjusted fee, the Client must notify QuietRise in writing within the first 15 (fifteen) calendar days of receiving the adjustment notice. A written objection submitted within this window constitutes notice of termination, with the Agreement terminating on the Adjustment Effective Date. Where the Adjustment Effective Date falls within the second half of the then-current billing period, the Client remains liable for the full billing period’s subscription fee at the pre-adjustment rate. Where the Adjustment Effective Date falls within the first half of the then-current billing period, the subscription fee is owed on a pro-rated daily basis through the Adjustment Effective Date only. The Client will not be charged at the adjusted fee at any point. Failure to submit a written objection before the objection window closes constitutes the Client’s irrevocable acceptance of the adjusted fee.
Acceptance by Conduct: Continued use of the service after the Adjustment Effective Date, or payment of any invoice issued at the adjusted rate, constitutes binding acceptance of the adjusted fee regardless of whether the Client has explicitly confirmed acceptance in writing.
Infrastructure Capacity Scaling: The subscription fee covers standard platform usage within reasonable operational limits. Where QuietRise determines that a Client’s database volume, transaction throughput, or server resource consumption requires a dedicated or upgraded hosting tier beyond what is included in the standard subscription, QuietRise will: (a) notify the Client in writing, describing the resource threshold being exceeded and the proposed infrastructure change; (b) provide a revised quote including any applicable once-off migration or implementation fee; and (c) allow the Client a minimum of 30 (thirty) calendar days to accept the revised quote before the upgrade is applied. If the Client does not accept the proposed infrastructure upgrade within the notice period, QuietRise reserves the right to apply reasonable resource limits to maintain platform stability and fairness to other clients. QuietRise will not apply resource limits that render the software materially unusable without first exhausting the notice procedure above. Infrastructure upgrade fees will be quoted on a case-by-case basis.
Security Incident Response: Where QuietRise becomes aware of a Security Incident (as defined in Section I.8) affecting its hosted infrastructure that has compromised, or is likely to compromise, Client data, QuietRise will: (a) take immediate reasonable steps to contain and investigate the incident; (b) notify the affected Client as soon as reasonably practicable, and where feasible within 72 hours of becoming aware; (c) provide details of the nature of the incident, the categories and approximate volume of data affected, the likely consequences, and the remediation measures being taken; and (d) cooperate with the Client in fulfilling the Client's own notification obligations to the Information Regulator and affected data subjects under POPIA Section 22. Where the Client's platform or application, hosted by QuietRise, is affected by a security incident originating from the Client's own code, configurations, or third-party components beyond QuietRise's control, QuietRise will notify the Client promptly but the Client remains the responsible party for remediation and all applicable regulatory notification obligations. QuietRise's incident response obligations under this clause are subject to the limitation of liability in Section L.
Section N - General Provisions
Entire Agreement: This Agreement, together with any quote, proposal, or project brief issued by QuietRise and accepted by the Client, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and understandings.
Amendments: QuietRise reserves the right to update or amend this Agreement from time to time. Clients will be notified of material changes by email or via the QuietRise website at least 30 (thirty) calendar days before the effective date of any amendment. Continued use of QuietRise services following notification of an amendment constitutes acceptance of the revised terms.
Severability: If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Governing Law: This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, including the Electronic Communications and Transactions Act, 25 of 2002 (ECT Act), the Consumer Protection Act, 68 of 2008 (CPA), the Protection of Personal Information Act, 4 of 2013 (POPIA), the Copyright Act, 98 of 1978, and the Cybercrimes Act, 19 of 2020. The parties submit to the jurisdiction of the courts of South Africa.
No Waiver: QuietRise’s failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision, nor shall it prevent QuietRise from enforcing such right or provision at a later date.
Deemed Receipt of Notices: Any notice or written communication delivered by email under this Agreement is deemed received on the first business day following transmission, provided no delivery failure notification is received by the sender. This applies to all notices required under this Agreement, including suspension notices under Section E.14, fee adjustment notices under Section M.13, and any termination notices. “Business day” means any day other than a Saturday, Sunday, or South African public holiday.
Force Majeure: Neither party shall be liable for any failure or delay in performing their obligations under this Agreement to the extent that such failure or delay results directly from events beyond that party's reasonable control, including but not limited to: acts of God; natural disasters; severe weather; flooding; Eskom or municipal load shedding or power interruptions; cyberattacks or DDoS attacks targeting third-party infrastructure; governmental or regulatory action; internet backbone or telecommunications failures; industrial action; pandemics or public health emergencies; civil unrest; or any other event of force majeure. The affected party will notify the other party as soon as reasonably practicable and will use reasonable endeavours to resume performance as promptly as possible. For the avoidance of doubt, this clause does not excuse the Client's obligation to pay any invoice that falls due during a Force Majeure Event.
Assignment: QuietRise may assign, transfer, or novate this Agreement or any of its rights and obligations to a successor entity, affiliated company, or acquirer of all or a substantial part of QuietRise's business, on not less than 30 (thirty) calendar days' prior written notice to the Client. The Client may not assign, transfer, or sub-licence any of their rights or obligations under this Agreement to any third party without QuietRise's prior written consent, which may be withheld at QuietRise's sole discretion. Any purported assignment by the Client without such consent is void.
Confidentiality: QuietRise undertakes to keep confidential all business information provided by the Client in the course of an engagement under this Agreement — including business plans, financial data, unreleased products, trade secrets, and proprietary processes (“Confidential Information”) — and will not disclose such Confidential Information to any third party, except where: (a) disclosure is required by law or court order; (b) disclosure is necessary for the performance of services, including to subcontractors in accordance with Section C.7; or (c) the information is or becomes publicly known other than through QuietRise’s breach. QuietRise will not use Confidential Information for any purpose other than delivering services under this Agreement. These obligations do not apply to information that QuietRise can demonstrate was lawfully in its possession before the engagement commenced. These obligations survive termination of this Agreement for a period of 2 (two) years from the date of termination.
Section O - Website Development Revision & Sign-Off Policy
This section governs the revision process for all website design and development projects undertaken by QuietRise. Its purpose is to protect both QuietRise and the Client by setting clear, agreed expectations around feedback, approvals, and sign-off at each stage. Adhering to this policy ensures efficient delivery, prevents scope creep, and protects the Client's investment in their project.
Why This Policy Exists
Open-ended revision cycles are one of the most common causes of project delays, budget overruns, and strained working relationships in website development. This policy is standard practice in the industry and is designed to keep the project on track, on budget, and moving toward a successful launch - for both parties.
Included Revision Rounds: Unless otherwise stated in the Client's written quote, each website development project includes two (2) full rounds of revisions in total across the entire project. A "revision round" means one consolidated set of written feedback submitted by the Client covering all requested changes at that stage of the project. Both rounds are included in the quoted project fee.
Definition of a Revision vs. a Scope Change:
A revision is a modification to work already scoped and produced - for example, adjusting a font, changing a colour, rewording a paragraph, repositioning an element, or correcting an error.
A scope change is a request to add, remove, or significantly alter a feature, section, function, or page that was not included in the original agreed brief. Scope changes are not treated as revisions and will be quoted and invoiced separately before any work is undertaken.
QuietRise will advise the Client in writing if a submitted revision request constitutes a scope change before any additional work proceeds.
How Revision Requests Must Be Submitted:
All revision requests must be submitted in writing, either by email or WhatsApp message in a single, consolidated communication per revision round.
Each requested change must be listed individually and described clearly and specifically. For example: “Page: Home. Section: Hero. Change: Replace heading ‘Welcome’ with ‘Where Care Finds You’.”
Drip-fed feedback (revisions submitted piecemeal across multiple messages over several days) will not be actioned as a single revision round. If a Client continues to submit additional changes after a revision round has commenced, QuietRise reserves the right to treat these as a second revision round.
Verbal revision requests will not be actioned unless confirmed in writing within 24 hours.
Revision Turnaround: QuietRise will action a submitted revision round within the agreed Project Timeline and communicate a specific turnaround date where possible. Revision turnaround time is subject to QuietRise’s active workload and is not guaranteed to be immediate.
Additional Revisions Beyond the Included Rounds: If a Client requires revisions beyond the two included rounds, these will be charged at QuietRise's then-current hourly rate for design and/or development time. QuietRise will advise the Client of the estimated cost before proceeding. No additional revision work will commence without the Client's written approval of the associated cost.
Phase Sign-Off Requirement: At the conclusion of each project phase, QuietRise will request the Client’s written sign-off before proceeding to the next phase. Sign-off must be provided explicitly in writing (email or WhatsApp) using a clear confirmation such as “I approve this phase and confirm we can proceed.” Sign-off constitutes the Client’s formal acceptance that the phase is complete and meets the agreed brief.
No Changes After Sign-Off: Once a Client has signed off on a phase in writing, that phase is considered closed. Any changes subsequently requested to a signed-off phase will be treated as a scope change and invoiced accordingly at QuietRise’s applicable rates. This applies equally to the final website before Go Live. QuietRise accepts no liability for delays to the project timeline arising from post-sign-off change requests.
Deemed Approval: If a Client does not provide written feedback or sign-off within 5 (five) business days of QuietRise notifying the Client that a phase is ready for review, the work for that phase will be deemed approved by the Client. The project will proceed to the next phase on the basis of deemed approval. This provision exists to prevent project stagnation and unnecessary Project Timeline Extension fees being incurred.
Final Sign-Off Before Go Live: Prior to launching a website or handing over completed project files, the Client is required to conduct a final review and provide a written Final Sign-Off confirming that:
all content is accurate, complete, and approved for publication;
all links, forms, and functional elements have been tested and are working as expected;
all spelling, grammar, and factual information is correct;
the Client is satisfied that the website meets the agreed brief and is ready for public launch.
QuietRise will not proceed with Go Live or project handover without written Final Sign-Off. Once Final Sign-Off has been received, QuietRise accepts no responsibility for any errors, omissions, or inaccuracies in content, as the Client has formally accepted full responsibility for the published material.
Post-Launch Changes: Following Go Live or project handover, any changes, updates, or additions to the website fall outside the scope of the original project and must be covered by a new written agreement or maintenance retainer. These requests will be quoted and invoiced separately.
Design Interpretation: As noted in Section D of this Agreement, website design is subject to the creative interpretation of QuietRise’s designers. The Client’s revision rounds are the appropriate mechanism to address design preferences. QuietRise will not reimburse the Client for design work delivered in good faith that does not align with the Client’s personal taste where the brief was followed.
Revision Cycle Abuse: QuietRise reserves the right to apply the excess revision rate where it determines, in its reasonable professional judgement, that a Client’s revision requests constitute an unreasonable or repetitive pattern of changes that are inconsistent with the original agreed brief, regardless of whether the two included revision rounds have been formally exhausted. QuietRise will advise the Client in writing before applying this rate.
No Major Scope Reworks: Revision rounds are provided for refinements, corrections, and reasonable adjustments to work already delivered — they are not a mechanism for redesigning, rebuilding, or fundamentally restarting any section, page, or feature of the project. A "major scope rework" includes, without limitation: requesting a complete redesign of a page or section after it has been delivered and is consistent with the agreed brief; requesting a change of layout direction, design concept, or structural approach after design or development has commenced; and requesting the removal and replacement of core components that fall within the original agreed scope. Any request that QuietRise reasonably determines to constitute a major scope rework will not be treated as a revision. QuietRise will advise the Client in writing that the request falls outside the revision scope, and will issue a separate written quotation for the additional work before any such work proceeds. Acceptance of the new quotation is required before QuietRise will commence. The Client's included revision rounds are not consumed by a major scope rework request.
Summary of the Revision Process
Step 1: QuietRise delivers the project for review and notifies the Client in writing. Step 2 — Round 1: Client submits all feedback in a single written list within 5 business days. Step 3: QuietRise implements Round 1 revisions and delivers the updated version. Step 4 — Round 2 (Final): Client submits any remaining feedback in a second single written list. This is the final included revision round. Step 5: QuietRise implements Round 2 revisions. Step 6: Client provides written sign-off. Further changes beyond the two included rounds are billed at the applicable hourly rate. Step 7: Client provides written Final Sign-Off before Go Live or handover. All revision rounds are exhausted at this point.
- END OF SERVICE AGREEMENT -
QuietRise (Pty) Ltd · Reg. 2026/056984/07 · hello@quietrise.co.za · +27 68 642 4509 · quietrise.co.za 195 Elizabeth Street, Unit 14 Eden Park, Pretoria, Gauteng, 0182 · Effective March 2026 · South African Law Applies