Keyweb (Pty) Ltd - Terms & Conditions

1.1 By accepting a quotation, submitting an order, authorising a subscription or otherwise entering into a service agreement, the Client agrees to these Terms, subject to any rights that cannot lawfully be excluded.

1.2 Each accepted quotation, order form, service description or signed statement of work ("Service Order") identifies the purchased services, fees, deliverables and any special conditions. If there is a conflict between these Terms and a specifically agreed written provision in a Service Order, the specific written provision in the Service Order will prevail for that service, except where applicable law requires otherwise.

1.3 The Privacy Policy explains Keyweb's processing of personal information. The Acceptable Use Policy governs appropriate use of hosted and network services. Where Keyweb processes personal information on the Client's behalf, an applicable data-processing agreement or addendum may also apply.

1.4 The Client must provide accurate account, billing and contact information and keep it current. The designated primary account contact may approve ordinary service changes and instructions. Keyweb may require additional identity or authority verification before granting access, disclosing information, transferring services or carrying out high-risk instructions.

2.1 Keyweb may provide website design, development, hosting, databases, email, domains, website maintenance, SEO, digital marketing, social media, custom development and related technical services, as described in the applicable Service Order.

2.2 Scope, delivery dates, resource allocations, support entitlements and any service-level commitments are limited to those expressly included in the relevant Service Order. Additional work requires approval and may attract separate charges.

2.3 The Client must provide timely content, credentials, approvals, instructions and access necessary for delivery. Project timelines may be adjusted reasonably where delays arise from missing information, third-party services, Client decisions or circumstances outside Keyweb's reasonable control.

2.4 Keyweb may use reputable third-party infrastructure, software, payment, domain and service providers to deliver the services. Their relevant service restrictions and licensing terms may also apply where notified to the Client or incorporated into a Service Order.

3.1 Keyweb operates from South Africa and uses infrastructure providers outside South Africa for some services, including Netcup GmbH in Germany. Client websites, databases, mailboxes, attachments, technical logs and related personal information may be stored, transmitted or accessed internationally as necessary to provide the contracted services.

3.2 Infrastructure, support, administration, monitoring and other service functions may involve authorised subcontractors or subprocessors in other countries. The actual processing locations depend on the purchased service and relevant provider arrangements. Keyweb does not represent that every activity or copy of data remains exclusively in Germany.

3.3 Where Keyweb is responsible for arranging a cross-border transfer, it will take reasonable steps to ensure that an applicable basis under section 72 of the Protection of Personal Information Act 4 of 2013 ("POPIA") is available and that relevant contractual and technical safeguards are implemented. A foreign provider's GDPR arrangements alone do not automatically establish compliance with every POPIA requirement.

3.4 Where the Client acts as the responsible party for personal information it places on Keyweb services, the Client remains responsible for its lawful collection, notices, instructions and any required permissions or authorisations for using the chosen hosting arrangement. Keyweb remains responsible for statutory duties applicable to its own role.

4.1 Keyweb generally acts as a responsible party for its own customer administration, billing, security, support and marketing information, and as an operator when processing Client-controlled data on the Client's documented instructions, as determined by the circumstances and POPIA.

4.2 Each party must comply with privacy and data-protection laws applicable to its activities. The Client must not instruct Keyweb to process information unlawfully and must provide any notices or lawful authority required for information that the Client collects, provides or uploads.

4.3 When Keyweb acts as an operator, it will process Client personal information only with the Client's knowledge or authorisation, maintain appropriate confidentiality and apply reasonable security measures as required by applicable law and agreements.

4.4 If Keyweb reasonably believes that Client-controlled personal information has been accessed or acquired by an unauthorised person, it will notify the relevant Client as required by POPIA and the applicable processing arrangement. The responsible party remains responsible for statutory notifications to affected persons and the Information Regulator, except where law allocates those duties otherwise. Where Keyweb is itself the responsible party, it will meet its own notification obligations.

4.5 The Client must advise Keyweb before using a service to store information requiring special safeguards, including health information, children's information or other regulated data, so that the parties can assess whether the service, contractual arrangements and required authorisations are suitable. Keyweb may decline a proposed use where it cannot reasonably support the applicable requirements.

4.6 Information disclosed by one party to the other for performance of the services and reasonably understood to be confidential must be protected and used only for authorised purposes, subject to lawful disclosure obligations and ordinary service operations.

5.1 The Client retains its rights in the content and information that it lawfully provides or uploads, including customer databases, mailbox contents, website text, images, logos, business records and personal information. Keyweb does not acquire ownership of Client-owned content merely by hosting, processing or displaying it.

5.2 The Client is responsible for the legality, accuracy, permissions and appropriate use of its hosted content and for ensuring that it has the rights necessary to publish, transmit or process that content. The Client must comply with Keyweb's Acceptable Use Policy and applicable laws.

5.3 Keyweb is not required to routinely inspect all hosted content or email. It may investigate and take proportionate action where there are credible abuse reports, security threats, legal demands, resource risks or breaches of the Agreement, subject to applicable law.

5.4 Keyweb may suspend or restrict affected services, with notice where reasonably practicable, to contain malware, spam, phishing, unlawful content, denial-of-service activity or an urgent threat to other systems. Keyweb will provide relevant reasons and an opportunity to respond where appropriate and reasonably possible.

6.1 The Client must protect passwords, multifactor-authentication devices, administrative accounts and endpoint devices, restrict access to authorised users and notify Keyweb promptly of suspected compromise.

6.2 Unless expressly included in a managed service, the Client remains responsible for application-level updates, plugins, themes, uploaded code, user permissions, website forms and the security of third-party applications it installs or controls.

6.3 Keyweb will implement reasonable security measures appropriate to the service purchased but does not guarantee that any internet-connected system will be completely secure or uninterrupted. Security features, management responsibilities and support levels may differ by package.

7.1 IMPORTANT - DATA LOSS RISK: The Client is responsible for maintaining independent, current copies of business-critical files, databases and email unless a particular backup or recovery obligation is expressly agreed in the Service Order. Hosting a service does not automatically include a guaranteed backup or restoration service.

7.2 Where Keyweb provides backup services, the included frequency, scope, retention and restoration assistance are those specified in the Service Order. Backups may fail, become corrupted or be incomplete. The Client should periodically verify its own recovery requirements. Restoration, where available, may involve an additional quoted fee.

7.3 Keyweb may maintain operational or security backups according to the relevant infrastructure configuration. Such backups do not create an entitlement to a specific version or retention period unless expressly agreed. Deletion from live systems may not immediately remove information from all rotating backups.

7.4 Following expiry or termination, Keyweb may disable access and, after the applicable retention or transition period and subject to law and the Service Order, delete hosted information and associated accounts. The Client should request an export and arrange migration before termination. Keyweb will take reasonable steps to enable an available export of Client-owned data on request, subject to identity verification, technical feasibility, outstanding lawful charges and any agreed migration fees. No indefinite retention is promised.

8.1 Domains registered for the Client are subject to registrar and registry rules. A Client that is the recorded registrant retains the rights attached to that registration, subject to applicable registry rules and payment obligations.

8.2 The Client must supply accurate registrant information and approve required authorisations. Renewals, transfers, redemption charges, third-party licensing and domain expiry processes may involve external fees or timeframes beyond Keyweb's control.

8.3 Third-party software, stock assets, fonts, themes, plugins, applications, APIs and subscriptions remain subject to their respective licences and may stop functioning if licences expire, subscriptions end or associated services are discontinued.

9.1 Before development starts, the parties should agree the deliverables, milestones, included revisions, acceptance criteria, package type and any applicable ownership or licensing arrangements in the relevant Service Order.

9.2 The Client retains ownership of all content, data and brand assets that it lawfully provides to Keyweb, including logos, photographs, written content, product information, customer information and other Client-supplied materials.

9.3 Unless a Service Order expressly states otherwise, Keyweb retains ownership of its pre-existing tools, reusable code, development methods, working design files, templates, infrastructure configurations, technical processes and proprietary materials.

9.4 Key Combo and monthly website packages

Where a website is designed, developed, supplied or maintained by Keyweb as part of a recurring monthly website package, including a Key Combo package, the website is supplied as part of an ongoing service and does not automatically become the property of the Client.

Unless expressly agreed otherwise in writing, Keyweb retains all rights, title and interest in the website build, layout, design implementation, custom code, reusable code, technical configuration, deployment structure and other materials created or supplied by Keyweb under the monthly package, excluding:

• Client-owned content;
• Client-owned business data;
• Client-owned customer data;
• Client-owned logos and brand assets; and
• third-party intellectual property subject to its own licence.

9.5 During an active monthly website package, the Client receives a limited, non-exclusive and non-transferable licence to use the website for the Client's own business purposes for the duration of the subscription. Payment of monthly subscription fees does not constitute a purchase of the website and does not automatically transfer ownership of the website to the Client.

9.6 Monthly website fees are charges for the ongoing website service, hosting, maintenance, support and other package components included in the applicable Service Order. They are not instalments toward ownership of the website unless the Service Order expressly identifies the arrangement as an instalment sale or ownership-transfer arrangement.

9.7 There is no automatic transfer of ownership after any particular number of monthly payments, months or years of subscription unless expressly agreed in writing.

9.8 Cancellation and ownership

Cancellation or termination of a Key Combo or other monthly website package does not automatically transfer ownership of the website, website files, source code, design files, custom development, technical configuration or Keyweb-owned intellectual property to the Client.

Where the Client wishes to take ownership of a website supplied under a monthly package, the Client may request a separate website buyout or intellectual-property transfer quotation from Keyweb.

Any ownership transfer must be expressly agreed in writing and becomes effective only once:

• the agreed purchase or transfer amount has been paid;
• any applicable lawful outstanding charges have been settled; and
• the scope of the transferred intellectual property has been identified in writing.

9.9 A website buyout or ownership transfer does not automatically include:

• Keyweb's reusable code libraries;
• proprietary frameworks;
• internal development tools;
• server configurations;
• deployment systems;
• infrastructure credentials;
• internal working files;
• source repositories not specifically included in the transfer;
• third-party licensed material that cannot lawfully be transferred; or
• intellectual property used across multiple Keyweb projects.

9.10 On lawful termination of a monthly website package, the Client remains entitled to its own content, data and brand assets. On request, Keyweb will take reasonable steps to make Client-owned information available for export where technically feasible, subject to identity verification, third-party licence restrictions, reasonable agreed migration fees and lawful outstanding charges. This does not require Keyweb to transfer Keyweb-owned source code, working files, reusable development components or proprietary materials.

9.11 Third-party themes, plugins, fonts, stock assets, software libraries, APIs and other licensed components remain subject to their respective licence terms. An ownership transfer does not transfer third-party intellectual property beyond the rights permitted under those licences.

9.12 Once-off website projects

Where a website is commissioned and paid for as a separate once-off website development project rather than supplied as part of a recurring monthly website package, ownership of project-specific designs and source code will be governed by the applicable Service Order and any written intellectual-property transfer terms.

9.13 The Client does not automatically receive root access, server administrative access, hosting-control-panel administrative privileges, deployment credentials, source repositories or Keyweb's internal working files. Access and deliverables depend on the purchased service, security requirements and agreed ownership arrangements.

9.14 After reasonable notice that agreed work is ready for review, the Client must inspect the work and provide reasonably specific change requests. Acceptance may be recorded through written approval, launch approval or another method expressly agreed in the Service Order. Silence alone does not override applicable consumer protections.

10.1 Unless the Service Order says otherwise, a qualifying monthly website maintenance package includes up to one (1) hour per calendar month of minor text edits, client-supplied image replacements, small non-structural layout adjustments and basic content updates.

10.2 Unused maintenance time expires at the end of the calendar month and does not roll over. Maintenance time does not accumulate and is not exchangeable for cash or unrelated services.

10.3 Monthly maintenance excludes full redesigns, additional pages, major structural changes, rebranding, extensive uploads, new features, integrations and work substantially changing the approved website. These are separate projects or chargeable additional work.

10.4 Keyweb may reasonably group, schedule, decline or quote separately for requests that exceed the agreed allowance or are in substance a redesign divided into smaller requests. The Client will be informed before additional chargeable work proceeds.

10.5 Following the agreed initial website build, the service moves into the applicable maintenance phase after documented acceptance or launch, as specified in the Service Order.

10.6 Monthly website ownership

For avoidance of doubt, websites supplied under Key Combo or other recurring monthly website packages remain subject to the ownership and licensing provisions in clause 9. The monthly fee provides access to and use of the website service together with the services included in the applicable package. It does not constitute an instalment purchase of the website unless the Service Order expressly states otherwise.

11.1 Work outside an agreed package or maintenance allowance is not automatically charged at an unstated hourly rate. Keyweb will identify the scope and either (a) state a fixed price, or (b) disclose the applicable hourly rate or rate schedule, before the Client accepts a written quotation or Service Order. The accepted quotation or Service Order determines the charge. The Client must approve additional work before it begins, except for emergency work separately authorised under the service agreement.

11.2 Larger requests, new features and integrations will ordinarily be quoted before work starts. Time charges are calculated using the approved rate and the time reasonably spent. Third-party charges, taxes and recurring licences will be identified where applicable. Any minimum billable increment or out-of-hours surcharge must be specifically disclosed and accepted before it is charged.

11.3 Package pricing and renewal charges are governed by the accepted Service Order and subsequent lawful notices of changes. Keyweb will not apply a material pricing change retrospectively without agreement or another lawful basis.

12.1 Recurring packages are generally billed monthly in advance unless a Service Order provides otherwise. Accepted payment methods depend on the package. Under the existing policy, month-to-month accounts use debit order or card payment, while EFT is available for annual accounts, subject to arrangements agreed in writing.

12.2 The Client authorises recurring payment collection only where it has separately provided a valid payment mandate. If a debit order or card payment fails, the Client remains responsible for the amount properly due. Keyweb may recover an actual third-party payment-reversal or return fee only where that charge has been clearly disclosed, agreed and may lawfully be recovered. Any reactivation fee must likewise be disclosed, reasonable and lawful.

12.3 NO AUTOMATIC LATE-PAYMENT PENALTY: These Terms do not impose an automatic 10% late-payment fee, interest at prime plus 2%, or any other percentage-based overdue charge. A separate default charge or interest term may apply only if it has been clearly disclosed and validly agreed in advance and complies with all applicable law, including the National Credit Act where relevant. Keyweb will not apply more than one overlapping default charge for the same event except where legally permitted and expressly agreed.

12.4 Keyweb may send overdue payment reminders. An account more than seven (7) calendar days overdue may be suspended, and an account more than thirty (30) calendar days overdue may be terminated, only after any legally required notices and opportunity to remedy. Keyweb will ordinarily warn the Client before suspension where reasonably practicable. Any statutory notice or longer remedy period takes precedence over these administrative thresholds. Suspension does not automatically cancel amounts lawfully due.

12.5 If service is suspended or terminated, reactivation may depend on settlement of lawful amounts due, technical feasibility and payment of any previously disclosed, reasonable reactivation fee. Following termination, stored data may become unavailable and may be deleted in accordance with clause 7.

13.1 Unless the accepted Service Order provides otherwise, standard hosting and maintenance services are supplied month-to-month. Either party may give one full calendar month's written notice of ordinary cancellation. To make this precise, a notice received in October ordinarily takes effect on 30 November, unless the Client requests a later date or mandatory law or the Service Order gives the Client an earlier cancellation right. A one-calendar-month rule is not applied to override a legally applicable cancellation entitlement.

13.2 A Client can submit a cancellation or change request on any day of the month, through ClientZone or another recorded method made available by Keyweb. The 23rd is only an administrative invoicing cutoff: requests received after that date may already have been included in a forthcoming invoice. This does not postpone a valid cancellation date, extend the required notice period or extinguish any refund or credit right. Keyweb will acknowledge receipt, confirm the effective date and reconcile invoices, credits or refunds for periods not lawfully chargeable.

13.3 A Key Combo website package ordinarily requires 30 calendar days' written cancellation notice, counted from receipt of the notice, unless the Service Order or applicable law provides a shorter period. No separate early cancellation penalty arises merely from cancelling an ordinary month-to-month package. A reasonable early termination charge may be considered only for a separately agreed fixed-term arrangement and only where clearly disclosed and legally permissible. Statutory cancellation and refund rights take precedence.

13.4 The Client is responsible for charges properly incurred up to the lawful effective termination date and any reasonable, separately agreed transition or project fees. Keyweb will issue any applicable pro-rata credit or refund for prepaid periods not lawfully chargeable, less any lawful, clearly disclosed and non-refundable third-party commitments, without restricting statutory refund entitlements.

13.5 Either party may terminate for a material contractual breach that remains unremedied after appropriate written notice and a lawful opportunity to remedy. Immediate suspension may be appropriate for an urgent security threat or illegal activity; immediate termination is reserved for circumstances permitted by law.

13.6 If an essential upstream service is discontinued, Keyweb will use reasonable efforts to provide notice and, where feasible, discuss migration or alternative services. Neither party's statutory rights are excluded.

14.1 Fees for work already performed, resources purchased or third-party costs committed may be non-refundable to the extent permitted by law and as fairly disclosed in the applicable Service Order.

14.2 The previous blanket statement that all website packages are non-refundable upon initiation does not override applicable consumer cancellation, cooling-off, quality-of-service or refund rights. Where a statutory right applies, Keyweb will comply with it.

14.3 Any agreed deposits, milestone payments, non-refundable third-party purchases and reasonable cancellation fees should be stated transparently in the Service Order before purchase.

15.1 Keyweb may provide email hosting, mailbox access, filtering and related functionality subject to the purchased package, available storage, fair use rules and applicable sending restrictions.

15.2 Email delivery and receipt can be affected by external networks, DNS, reputation systems, spam filtering, third-party providers, sender policies, client configurations and recipient servers. Keyweb cannot guarantee that every email will be delivered, received or delivered within a particular period.

15.3 The Client must verify recipient addresses, secure devices and mail credentials, configure supported mail applications correctly, and ensure that messages comply with law and the AUP. POP and IMAP settings may affect the location and completeness of historical messages and the outcome of email migrations.

15.4 Keyweb will take reasonable care when performing separately agreed migrations or support work. The Client should retain independent backups and review agreed migration methods, especially where mail is stored locally in POP clients. Special migration scope, after-hours work and mailbox recovery may be quoted separately.

16.1 Keyweb will use reasonable skill and care in providing its services, subject to any express service-level commitments in a Service Order. Unless explicitly agreed, no guarantee of uninterrupted access, a specific uptime percentage, business outcome, search ranking or email deliverability is made.

16.2 Maintenance, security work, outages, force majeure, external connectivity issues and dependencies on registries, payment processors, software providers or datacentres may affect availability. Keyweb will communicate material planned disruptions when reasonably practicable.

16.3 Keyweb may make technical changes reasonably required to maintain security, compatibility or service continuity. Material changes to the contracted scope or fees will be managed under clause 20 and applicable law.

17.1 For the standard social media subscription described in the existing Terms, services include two posts per week per agreed platform (Facebook and Instagram) unless the Service Order specifies a different content schedule, approval process or deliverables.

17.2 The Client grants Keyweb the permissions reasonably required to manage approved social media accounts, publish authorised material and administer campaigns within the agreed scope. The Client must provide valid access and timely approvals.

17.3 The Client retains rights in its own materials. Rights in commissioned creative deliverables, licensed assets and working files are determined by the Service Order and applicable licences. Keyweb does not guarantee particular engagement, sales, leads, reach or platform outcomes.

17.4 The existing standard cancellation notice for social media subscriptions is 30 days, subject to any Service Order and applicable law.

18.1 IMPORTANT: Online services involve risks including downtime, cybersecurity incidents, unauthorised access, delayed email, data corruption and data loss. The Client should maintain appropriate independent backups, insurance and business-continuity procedures for the nature of its activities.

18.2 To the maximum extent permitted by applicable law, neither party is liable to the other for remote or unforeseeable consequential losses, loss of anticipated profits or loss of business opportunity arising from a service failure, except to the extent such exclusion is prohibited by law or the parties have expressly agreed otherwise.

18.3 IMPORTANT LIMITATION - SUBJECT TO APPLICABLE LAW: For a claim arising from an affected service, Keyweb's proposed aggregate contractual liability is limited to the fees paid or payable for that service during the three (3) months immediately before the event giving rise to the claim. This clause is not intended to limit a mandatory statutory remedy or liability that cannot lawfully be excluded, and a court may decline to enforce it in particular circumstances. Keyweb must conspicuously present this limitation to affected consumers before they accept an order; merely posting it on a website may be insufficient.

18.4 Nothing in these Terms limits or excludes liability, remedies or rights to the extent such limitation or exclusion is prohibited by law, including liability that cannot lawfully be excluded for gross negligence, intentional wrongdoing, or rights under applicable consumer or data-protection legislation.

18.5 This clause does not reduce Keyweb's duty to take reasonable care, fulfil binding contractual obligations or comply with applicable statutory security and privacy duties.

19.1 To the extent permitted by applicable law, the Client indemnifies Keyweb against third-party claims and reasonably incurred losses directly caused by the Client's unlawful content, infringement of third-party rights, unauthorised instructions or material breach of the AUP or these Terms, except to the extent caused by Keyweb's own wrongful acts or omissions.

19.2 An indemnity does not relieve Keyweb of duties it cannot lawfully exclude. Any indemnity or assumption-of-risk provision requiring special notice under consumer law must be presented and acknowledged appropriately before the contract is concluded.

20.1 Keyweb may update its policies to reflect legislation, security requirements, third-party dependencies or operational changes. Updated versions will be published with a revision date.

20.2 Material changes affecting an existing Client's agreed fees, essential service conditions or rights will be notified in advance where required by law or contract. A posted update does not, by itself, retrospectively vary an existing agreement where consent or another lawful basis is required.

21.1 These Terms are governed by the laws of the Republic of South Africa, without limiting any mandatory protections applicable to a consumer.

21.2 The parties should first attempt to resolve complaints through Keyweb's support and billing channels. This does not prevent a party from approaching a competent court, regulator or statutory consumer-dispute process where entitled to do so.

21.3 Notices may be sent through ClientZone or the recorded email addresses designated by the parties, where the method is legally appropriate. Keyweb may require verification of high-risk instructions such as domain transfers, deletion or disclosure of account information.

21.4 If any clause is unlawful or unenforceable, it will be applied only to the lawful extent or severed where appropriate, without invalidating the remainder of these Terms.