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 Deposit - Where a deposit invoice has been issued, payment of that invoice constitutes acceptance of this Agreement in full.
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 company. Documentation confirming company registration and related company details is available on request. 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.
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 a reasonable time, having regard to the nature and urgency of the matter communicated.
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 subject to QuietRise's Acceptable Use Policy, detailed in the Terms of Service at quietrise.co.za. Prohibited activities include but are not limited to: spam, phishing, distribution of malware, copyright infringement, and any activity that contravenes South African law.
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.
Any changes to the domain owner's contact details must be notified to QuietRise in writing without delay.
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 services will be suspended within 48 hours of the invoice due date if payment has not been received. A R150 reactivation fee applies to all reinstatements following late payment.
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. Clients must record and honour all renewal dates.
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: Accounts not settled by the due date will result in the suspension of active services. Services will remain suspended until all outstanding amounts have been paid and cleared.
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.
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 that the parties cannot resolve a dispute, QuietRise, at its discretion, may refer the matter to an appropriate Ombudsman or Review Authority, or to informal arbitration through the Arbitration Foundation of Southern Africa (AFSA). QuietRise also retains the right to pursue the matter through a Court of Law. Both parties consent to the jurisdiction of the Magistrate's Court, without prejudice to QuietRise's right to institute proceedings in any other competent court where the claim exceeds the Magistrate's Court's 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.
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.
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 and the Underlying IP retention provisions applicable to outright software purchases (Section M.4 and M.7).
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.
“Outright Purchase” means an arrangement where the Client pays in full for the Client-Specific IP under a single or milestone-based purchase, as expressly confirmed in writing by QuietRise.
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 - whether under a Software Subscription or an Outright Purchase - 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.
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 on no less than 30 calendar days’ written notice to the Client.
Suspension of Software Access on Non-Payment: Where the Client fails to pay any subscription invoice by the due date, QuietRise may, without further notice, suspend the Client’s access to the Software until all outstanding amounts have been paid in full and cleared. 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.
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.
Outright Purchase - Client-Specific IP Assignment: Where the Client engages QuietRise under an Outright Purchase arrangement (expressly confirmed as such in the Client’s written quote):
Upon receipt of full and final payment of all amounts owing to QuietRise under this Agreement and all related invoices, QuietRise assigns to the Client all right, title, and interest in the Client-Specific IP only.
The Outright Purchase price reflects the value of the Client-Specific IP and the cost of development. It does not, and is not intended to, compensate QuietRise for the transfer of Underlying IP.
Source code relating to the Client-Specific IP will be delivered to the Client following full payment, subject to any handover conditions agreed in writing.
Underlying IP Licence on Outright Purchase: Upon full payment under an Outright Purchase arrangement, QuietRise grants the Client a perpetual, royalty-free, non-exclusive, non-transferable licence to use the Underlying IP solely as embedded within, and as reasonably necessary to operate, the delivered Software. This licence does not entitle the Client to:
extract, isolate, or separately commercialise any Underlying IP component;
sublicence, sell, or transfer the Underlying IP to any third party; or
use the Underlying IP in connection with any software product other than the Software delivered under this Agreement.
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. This right exists whether the Client has engaged QuietRise under a Software Subscription or an Outright Purchase. 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.
Post-Delivery Maintenance and Support: Delivery or access to Software under either a Subscription or Outright Purchase 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. QuietRise recommends that Clients under an Outright Purchase model engage QuietRise for a separate maintenance retainer to ensure the continued security, performance, and compatibility of the Software following handover.
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.
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. 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. 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.
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.