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TERMS AND CONDITIONS

Effective Date: 25 May 2026

Welcome to Umbrella Digital. These Terms and Conditions (“Terms”) govern your use of our website and the purchase and delivery of our services, including responsive website development, custom software and mobile applications, UX/UI design, hosting, maintenance, support, consulting, digital strategy, and software sourcing (collectively, “Services”).

By accessing our website or engaging our Services, you agree to be bound by these Terms. If you do not agree, please do not use our website or Services.

1. Definitions

  • “Agreement” means these Terms and any signed proposal or quote.

  • “Client” means the person or entity engaging Umbrella Digital for Services.

  • “Umbrella Digital”, “we”, “us”, “our” means Umbrella Digital, a company registered in South Africa.

  • “Project” means the specific Services outlined in a proposal or quote.

  • “Deliverables” means the final work product provided to the Client (e.g., website files, app code, design assets).

  • “POPIA” means the Protection of Personal Information Act 4 of 2013.

  • “CPA” means the Consumer Protection Act 68 of 2008.

2. Acceptance of Terms

By requesting a quote, signing a proposal, or making a payment, you acknowledge that you have read, understood, and agree to be bound by these Terms. No variation or addition to these Terms shall be binding unless agreed in writing by Umbrella Digital.

3. Quotes, Proposals and Scope of Work

  • Quotes are valid for 30 days from the date of issue unless otherwise stated.

  • A signed proposal or quote, together with these Terms, forms the binding Agreement.

  • Any changes to the scope of work (“out of scope”) will require a separate change order and may incur additional fees.

  • Umbrella Digital reserves the right to refuse any project or request at our discretion.

4. Fees, Invoicing and Payment

  • Pricing: All fees are quoted in South African Rands (ZAR) and exclude VAT unless stated otherwise.

  • Invoicing: Invoices are sent upon signing of the proposal or at agreed milestones.

  • Payment Terms: Payment is due within 7 days of the invoice date unless otherwise agreed in writing.

  • Deposits: A 50% deposit is required before work commences on most projects. The remaining balance is due upon project completion or before launch/deployment.

  • Late Payment: Overdue invoices may incur interest at 2% per month (24% per annum) and Umbrella Digital reserves the right to suspend work or hosting services until payment is received.

  • Disputed Invoices: If you dispute any invoice, you must notify us in writing within 7 days of receipt.

5. Delivery, Timelines and Delays

  • Estimated timelines provided in proposals are good-faith estimates. Umbrella Digital is not liable for delays caused by:

    • Client unavailability or delayed feedback

    • Changes to scope

    • Third-party service providers

    • Force majeure events (see Section 16)

  • The Client agrees to provide timely feedback, content, and approvals. If the Client does not respond within 14 days of a request, the project may be deemed paused, and additional fees may apply to resume work.

6. Client Responsibilities

The Client agrees to:

  • Provide all necessary content (text, images, logos) in a timely manner

  • Respond to requests for feedback or approval within agreed timeframes

  • Obtain all necessary licences for third-party materials provided to us

  • Cooperate fully and assign a single point of contact

  • Ensure all information provided is accurate and lawful

7. Intellectual Property

  • Ownership of Deliverables: Upon full payment, all custom code and design created specifically for the Client’s project shall be owned by the Client. Umbrella Digital retains the right to use the work in our portfolio and marketing materials unless otherwise agreed.

  • Third-Party Licences: Any third-party software, fonts, plugins, or libraries used remain the property of their respective owners. The Client is responsible for maintaining applicable licences.

  • Umbrella Digital IP: Our templates, frameworks, pre-existing code, tools, and methodologies remain our intellectual property.

8. Website Hosting, Maintenance and Support

  • Hosting services are provided on a month-to-month basis unless a fixed-term agreement is signed.

  • Umbrella Digital provides reasonable uptime but does not guarantee 100% uptime.

  • We are not liable for hosting interruptions caused by third-party infrastructure, cyberattacks, or force majeure.

  • Maintenance and support plans are billed separately. Urgent support requests outside of business hours may incur additional fees.

  • The Client is responsible for maintaining backups of their own content where not covered by a hosting agreement.

9. Testing and Acceptance

  • The Client will have 14 days from delivery of the completed project (“Acceptance Period”) to test the Deliverables and report any material defects.

  • After the Acceptance Period, the Deliverables are deemed accepted.

  • Umbrella Digital will fix genuine defects within a reasonable time at no additional cost. Changes to scope or new features will be quoted separately.

10. Warranties and Disclaimer

Umbrella Digital warrants that:

  • Services will be performed with reasonable skill and care.

  • Deliverables will materially conform to the agreed specifications.

Disclaimer: To the maximum extent permitted by South African law:

  • Our Services are provided “as is” without warranties of uninterrupted operation, error-free performance, or specific outcomes (e.g., search rankings, sales).

  • We are not liable for any loss of data, revenue, or profits arising from the use of our Services.

  • We do not warrant that our software or websites are immune to hacking, malware, or unauthorised access, though we take reasonable precautions.

11. Limitation of Liability

To the fullest extent permitted by South African law:

  • Umbrella Digital’s total liability to the Client for any claim arising from these Terms or our Services shall not exceed the total fees paid by the Client to us in the six months preceding the claim.

  • We shall not be liable for any indirect, special, consequential, or punitive damages (including lost profits, data loss, or business interruption).

12. Indemnification

The Client agrees to indemnify and hold Umbrella Digital harmless from any claims, damages, or expenses arising from:

  • Content provided by the Client that infringes third-party rights or violates any law

  • The Client’s breach of these Terms

  • The Client’s use of the Deliverables in a manner not intended

13. Confidentiality

Both parties agree to keep confidential any non-public business or technical information disclosed during the project. This obligation survives termination of the Agreement. Exclusions include information that is publicly available or required to be disclosed by law.

14. Termination

  • By Either Party: With 30 days’ written notice if no current project is in progress.

  • By Umbrella Digital: Immediately if the Client fails to pay any overdue amount, breaches these Terms, or becomes insolvent.

  • Upon Termination: The Client shall pay for all work completed up to the termination date. Hosting or support services will cease, and the Client will be responsible for transferring their website/app elsewhere.

15. POPIA and Data Protection

Umbrella Digital processes personal information in accordance with our Privacy Policy and the Protection of Personal Information Act (POPIA). We act as a responsible party for Client data and may process personal information as necessary to deliver our Services. Please refer to our Privacy Policy for more details.

16. Force Majeure

Neither party shall be liable for delays or failure to perform caused by circumstances beyond reasonable control, including natural disasters, war, civil unrest, pandemics, power outages, internet service provider failures, or government regulations.

17. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Republic of South Africa.

Dispute Resolution:

  • Any dispute arising from these Terms shall first be referred to senior management of both parties for good-faith negotiation.

  • If not resolved within 14 days, the dispute shall be submitted to binding arbitration in terms of the Arbitration Act 42 of 1965, held in [City, e.g., Johannesburg or Cape Town], in English.

18. General Provisions

  • Entire Agreement: These Terms, together with any signed proposal or quote, constitute the entire agreement between the parties.

  • Severability: If any provision is found to be invalid or unenforceable, the remaining provisions remain in full force.

  • Waiver: Failure to enforce any right does not constitute a waiver of that right.

  • Amendment: We may update these Terms from time to time. Changes will be posted on this page with an updated Effective Date.

  • Assignment: The Client may not assign this Agreement without our written consent. Umbrella Digital may assign or subcontract portions of the work.

19. Contact Us

If you have any questions about these Terms and Conditions, please contact us:

Umbrella Digital

Email: info@umbrelladigital.co.za
Phone: +27 87 265 2791

Umbrella Digital – Your digital partner. Clear terms, honest work.