1. Definitions

In these Terms and Conditions:

• “Agreement” means these Terms and Conditions as amended from time to time
• “Client” means the person or entity engaging our services
• “Services” means all services provided by Millennial Projects PTY Ltd
• “Website” includes web applications, mobile applications, and digital platforms
• “Hosting Services” includes web hosting, domain management, and related infrastructure services
• “Intellectual Property” includes but is not limited to copyrights, trademarks, patents, trade secrets, and proprietary information

2. Agreement to Terms

By engaging with Millennial Projects PTY Ltd (“Company”, “we”, “us”, “our”), you (“Client”, “you”) agree to be legally bound by these Terms and Conditions. These terms govern all services provided including website development, hosting, maintenance, and related digital services. If you do not agree to these terms, you must not use our services.

3. Scope of Services

3.1 Development Services

We provide:

• Custom website design and development
• Web application development
• Mobile application development
• E-commerce platform development
• Content management system implementation
• Database design and development
• API development and integration
• Software integrations and customizations

3.2 Hosting and Infrastructure Services

We provide:

• Web hosting (shared, VPS, dedicated)
• Domain registration and management
• SSL certificate provision and management
• Email hosting services
• Cloud hosting solutions
• Content Delivery Network (CDN) services
• Server management and monitoring

3.3 Ongoing Services

• Website maintenance and updates
• Technical support
• Security monitoring and updates
• Performance optimization
• Backup services
• Analytics and reporting

Additional services not specified require prior written agreement and may incur extra charges as per our current rate schedule.

4. Client Responsibilities

4.1 Development Projects

• Content Provision: You must provide all required content, images, text, and materials in the agreed format and timeframe
• Content Accuracy: You are solely responsible for verifying the accuracy of all content, data, and information
• Website Update Verification: For all website updates, modifications, or maintenance work, you are responsible for checking and confirming the accuracy and completeness of all data, content, and functionality before and after implementation. Any inaccuracies or missing data must be reported to us immediately upon discovery
• Legal Compliance: You warrant that all provided content complies with applicable laws and does not infringe third-party rights
• Timely Feedback: You must provide feedback and approvals within agreed timeframes to avoid project delays
• Final Approval: Written sign-off is required before final deployment
• Access Credentials: You must provide necessary access to existing systems, accounts, or platforms

4.2 Hosting Services

• Account Security: You are responsible for maintaining the confidentiality of login credentials
• Content Management: You are responsible for all content uploaded to hosting services
• Resource Usage: You must comply with allocated resource limits
• Backups: While we provide regular backups, you should maintain independent backups of critical data

5. Hosting Services Detailed Terms

5.1 Service Level Agreement (SLA)

• Uptime Target: We aim to provide 99.9% uptime annually
• Scheduled Maintenance: Planned maintenance will be communicated 48 hours in advance where possible
• Exclusions: Downtime due to force majeure, third-party service failures, internet outages, or client actions are excluded from SLA calculations

5.2 Resource Allocation and Fair Usage

• Shared Hosting: Resources are shared among multiple clients; excessive usage may result in account suspension
• Bandwidth: Unlimited bandwidth policies are subject to fair usage terms
• Storage: Additional storage beyond allocated limits incurs extra charges

5.3 Data Protection and Backups

• Backup Schedule: Daily automated backups are performed and retained for 30 days
• Backup Restoration: Restoration services may incur charges depending on the complexity
• Data Responsibility: We are not liable for data loss unless caused by our proven negligence
• POPIA Compliance: We comply with the Protection of Personal Information Act (POPIA) requirements

5.4 Security Measures

• Infrastructure Security: We implement industry-standard security measures
• SSL Certificates: Basic SSL certificates are provided for hosted websites
• Malware Scanning: Regular security scans are performed
• Security Breaches: We will notify clients of any security incidents affecting their data within 72 hours

6. Fees and Payment Terms

6.1 Development Projects

• Project Estimates: All estimates are valid for 30 days unless otherwise specified
• Deposits: A deposit of 50% is required before commencement of development work
• Progress Payments: Additional progress payments may be required for large projects
• Final Payment: Balance is due upon project completion and before final delivery

6.2 Recurring Services

• Hosting Fees: Hosting fees are billed monthly or annually in advance
• Domain Renewals: Domain registration/renewal fees are billed annually
• Payment Terms: Payment is due within 30 days of invoice date
• Late Payment: Overdue accounts incur a 2% monthly penalty
• Service Suspension: Services may be suspended if payment is overdue by 14 days
• Domain Renewal Costs: Failure to renew domains within the specified renewal timeframe may incur additional recovery costs or result in permanent loss of the domain

6.3 Pricing and Taxes

• VAT: All prices are inclusive of VAT where applicable
• New Hosting Plans: We reserve the right to create new hosting plans and modify our hosting product offerings at any time without notice
• Existing Plan Changes: Changes to your existing hosting plan or pricing will be communicated with 60 days’ written notice
• Currency: All payments are in South African Rand (ZAR)

7. Intellectual Property Rights

7.1 Development Work

• Ownership Transfer: Full ownership of custom-developed work transfers to client upon final payment
• Retention Rights: We retain the right to use general methodologies, techniques, and know-how
• Third-Party Components: Third-party licenses and components remain subject to their original terms
• Portfolio Rights: We reserve the right to showcase completed work in our portfolio unless confidentiality is agreed

7.2 Existing IP

• Client Content: Client retains ownership of all provided content and materials
• Company IP: Our proprietary tools, frameworks, and methodologies remain our property

8. Warranties and Disclaimers

8.1 Service Warranties

• Professional Standards: We warrant that services will be performed in a professional manner
• Functionality: Developed websites will function substantially as specified
• Browser Compatibility: We ensure compatibility with current major browsers

8.2 Disclaimers

• Third-Party Services: We disclaim warranties for third-party services, plugins, or integrations
• Internet Connectivity: We do not warrant uninterrupted internet connectivity
• Performance Variables: Website performance may vary due to factors beyond our control

9. Limitation of Liability

9.1 Liability Limits

• Maximum Liability: Our total liability is limited to the amount paid by the client in the 12 months preceding the claim
• Excluded Damages: We are not liable for indirect, consequential, or punitive damages
• Business Interruption: We are not liable for loss of profits, revenue, or business interruption

9.2 Exceptions

Liability limitations do not apply to:

• Death or personal injury caused by our negligence
• Fraudulent misrepresentation
• Breaches that cannot be excluded by law

10. Termination and Suspension

10.1 Termination Rights

• By Client: You may terminate with 30 days’ written notice
• By Company: We may terminate immediately for material breach or with 30 days’ notice otherwise
• Effect of Termination: No refunds for unused services unless otherwise agreed

10.2 Suspension Rights

We may suspend services immediately for:

• Non-payment of fees
• Breach of acceptable use policies
• Illegal activities
• Resource abuse
• Security threats

11. Acceptable Use Policy

11.1 Prohibited Activities

Our services must not be used for:

• Distributing malware, viruses, or harmful code
• Phishing, spam, or unsolicited communications
• Hosting illegal, fraudulent, or defamatory content
• Copyright or trademark infringement
• Adult content (without prior agreement)
• Cryptocurrency mining
• Proxy or VPN services (without prior agreement)
• High-risk financial services
• Activities violating South African or international laws

11.2 Resource Abuse

• Excessive CPU usage affecting other users
• Storage of non-website related files
• Bandwidth abuse or hotlinking
• Automated attacks or network scanning

12. Data Protection and Privacy

12.1 POPIA Compliance

• We process personal information in accordance with the Protection of Personal Information Act
• Our Privacy Policy details how we collect, use, and protect personal information
• Clients must ensure their use of our services complies with POPIA requirements

12.2 Data Location

• Data is primarily stored within South Africa
• International data transfers comply with applicable regulations

13. Confidentiality

Both parties agree to:

• Keep confidential all proprietary and sensitive information
• Use confidential information solely for the purpose of this agreement
• Return or destroy confidential information upon request
• Maintain confidentiality for 5 years after agreement termination

14. Support Services

14.1 Standard Support

• Business Hours: Monday to Friday, 09:00 – 17:00 (SAST)
• Response Time: We aim to respond to support requests within 24 hours during business days
• Support Channels: Email, phone, and support ticket system

14.2 Emergency Support

• Available outside business hours for critical hosting issues
• Emergency support incurs additional charges at 1.5x standard rates
• Emergency is defined as complete service unavailability

15. Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including:

• Natural disasters
• Government actions or regulations
• Internet infrastructure failures
• Cyber attacks affecting infrastructure
• Pandemics or health emergencies

16. Dispute Resolution

16.1 Informal Resolution

Parties agree to attempt good faith resolution of disputes before formal proceedings.

16.2 Mediation

If informal resolution fails, disputes will be referred to mediation before litigation.

16.3 Jurisdiction

Any legal proceedings will be conducted in the courts of South Africa, with Cape Town as the preferred jurisdiction.

17. General Provisions

17.1 Entire Agreement

These terms constitute the entire agreement and supersede all prior negotiations, representations, or agreements.

17.2 Amendments

We may update, modify, or change these terms at any time without prior notice. It is your responsibility to regularly review these terms. Continued use of our services after any changes constitutes acceptance of the modified terms.

17.3 Severability

If any provision is deemed invalid, the remainder of the agreement remains enforceable.

17.4 Assignment

We may assign this agreement. Clients may not assign without our written consent.

17.5 Waiver

Failure to enforce any provision does not constitute a waiver of our rights.

18. Consumer Protection Act

Where applicable, these terms are subject to the Consumer Protection Act 68 of 2008. Clients who are consumers have additional rights under this Act that cannot be excluded.

19. Notices

19.1 Method of Notice

All notices must be in writing and delivered by:

• Email to the address provided by the receiving party
• Registered mail to the physical address
• Hand delivery with acknowledgment of receipt

19.2 Deemed Delivery

Notices are deemed received:

• Email: 24 hours after sending (if no bounce-back received)
• Registered mail: 7 days after posting
• Hand delivery: Upon acknowledgment

20. Contact Information