The Small Print? Worth a Read.

These Terms apply between:

Synrgy Hub (Pty) Ltd., trading as Synrgy, a private company registered in the Republic of South Africa.

Registration Number: 2021/127983/07

(“Synrgy”, “we”, “us”, or “our”)

Email: hello@synrgy.co.za
Phone: 010 271 1722
Head Office: 444 Ann Road | Poortview AH | Roodepoort | 1724

and

the person or business engaging our services (“Client”, “you”, or “your”).

You accept these Terms when you do any of the following:

• accept a Quote, Estimate, Proposal, or Statement of Work;
• pay an Invoice;
• log a support request through Mission Control or any other channel we provide;
• instruct us to commence work; or
• continue using a service after these Terms have been updated.

Every Quote, Estimate, Proposal, and Invoice we issue references these Terms. The current version is always available at synrgy.co.za/terms-and-conditions.

Depending on the engagement, more than one document may apply. The order of precedence is:

The Commercial Document

(your accepted Quote, Estimate, Proposal, or Statement of Work) governs pricing, scope, and specific commercial terms for that engagement.

A signed Master Services Agreement (MSA)

Where one exists between you and Synrgy, governs the broader relationship and overrides these Terms where it addresses the same topic.

These Terms

Apply as the baseline for every engagement, filling in anything not addressed above.

The Mission Brief

Where one applies to your service, defines what’s included, what’s not, service levels, and shared responsibilities.

Supporting Policies

(Privacy Policy, Cookies Policy, Acceptable Use Policy) apply where relevant and are available on our website.

If any document is silent on a matter, the next document down fills the gap. Where there’s genuine conflict, the higher-priority document wins on that specific point.

This covers a range of services including system development, workflow automation, Microsoft 365 licensing and tenant management, managed IT support, infrastructure and networking, cybersecurity, hosting and domain management, cloud services, hardware procurement, connectivity and VoIP, custom-built PCs, specialist consulting, and solution architecture.

This covers a range of services including brand identity and logo design, graphic design, website design and development, SEO and analytics, content creation, social media management, paid advertising, campaign planning and execution, and creative strategy.

The exact scope of your Services is defined in your accepted Commercial Document and, where applicable, the relevant Mission Brief. Work that falls outside that scope is handled through an updated Commercial Document or a new engagement.

We issue two main types of commercial pricing:

Quote

A Quote is issued where the scope is defined and the cost can be fixed with reasonable certainty.

Examples: a website build, a logo design, a custom PC, a hardware supply.

A Quote is a firm pricing commitment subject to its validity period.

Estimate

An Estimate is issued where the final cost cannot be precisely determined in advance due to variable or usage-based factors.

Examples: a pay-per-click advertising campaign, a project billed per metre or per unit, usage-based licensing, or any engagement where scope or volume is inherently uncertain.

An Estimate is not a fixed price commitment. It represents our best projection based on information available at the time of issue.

You remain liable for the full amount of variable charges actually incurred under an Estimate-based engagement, regardless of whether the final amount exceeds the estimated figure. Where variable charges are expected to materially exceed the Estimate, we will do our best to communicate this as soon as reasonably possible, but that communication does not cap or limit your liability for charges properly incurred.

If you’re not sure whether a commercial document is a Quote or an Estimate, it will say so clearly on the document.

The validity period of a Quote or Proposal is shown on the document. Where no validity period is stated, the default is 7 (seven) calendar days from the date of issue. Once a Quote has lapsed, we reserve the right to re-issue at current pricing. Acceptance of a lapsed Quote does not bind us to the original pricing.

For more complex engagements, we may issue a Proposal or Statement of Work that includes scope, deliverables, timelines, assumptions, and pricing. A Proposal operates as a Commercial Document for the purpose of these Terms. Where a Proposal addresses matters not covered by these Terms, the Proposal’s provisions apply to that engagement. Where there’s genuine conflict, the Proposal wins on scope, pricing, and term; these Terms govern everything else.

One & Done covers any service charged on a once-off basis, with no ongoing monthly commitment.

Examples include a website build, a logo and brand creation, an infrastructure deployment, a custom PC, or a standalone development project.

The payment structure for a One & Done engagement is defined in the Commercial Document. Where no specific structure is stated, our default is:

• 40% deposit invoiced on acceptance and payable before work begins;
• 30% invoiced at a defined project midpoint or milestone;
• 30% invoiced on completion or handover.

Different splits can be agreed, whether that’s full upfront, a single milestone, or phased. Work starts once the first payment clears.

Payment terms and due dates are handled in When Payment Is Due.

Plugged-In Services are recurring monthly services billed in advance. Examples: managed IT support, Microsoft 365 licensing management, hosting and infrastructure, creative retainers, social media management, campaign management, or any ongoing service where we remain actively involved.

Plugged-In Services carry a default 12 (twelve) month Minimum Term from the date of service activation, unless the Commercial Document states otherwise. Fees are billed in advance, with the default billing date being the 1st of each month unless agreed In Writing.

Kickstart Services combine a once-off setup component with ongoing monthly services. Typically used where setup, implementation, or foundational work is required before the monthly service begins. Examples: a Microsoft tenant migration followed by ongoing management, a system build followed by ongoing support, or a brand build followed by a retainer.

Kickstart engagements include:

• an upfront and/or milestone-based setup component, billed on commencement;
• a monthly recurring component, billed in advance from go-live.

Both components are defined in the Commercial Document. Kickstart Services carry a default 12 (twelve) month Minimum Term on the recurring component unless otherwise stated. All upfront and milestone invoices are payable within 7 (seven) Business Days of invoice date unless otherwise stated. Work commences once the initial payment has been received and cleared.

You may upgrade your contracted service level at any time, subject to availability and confirmation In Writing. Downgrades below the contracted level are not permitted during an active Minimum Term unless we agree In Writing, or the Commercial Document or Mission Brief expressly provides for tiered scaling during the term.

The contracted service level at acceptance is the minimum commitment for the Minimum Term. Where you reduce service without written agreement, the original contracted fees remain payable in full for the remainder of the Minimum Term.

Invoices are issued in line with the structure agreed in the Commercial Document. Payment is due by the date shown on the Invoice, in full and without deductions or offsets (without deduction or set-off), into the bank account on the Invoice, in South African Rand. If something on an Invoice looks wrong, raise it with us as a dispute under If Something Looks Off. Disputes don’t pause the rest of the Invoice though.

You will pay all undisputed charges by the due date shown on the Invoice. Payment must be made in full, without deduction or set-off, into the bank account shown on the Invoice, in South African Rand.

If we haven’t agreed other account terms with you In Writing, the default is COD. The same applies if no due date shows on an Invoice. Payment is due on the Invoice date.

The account terms we offer are:

COD

COD payment is due immediately on the Invoice date;

Monthly

Monthly payment is due by the last calendar day of the billing month. For Plugged-In services billed on the 1st, that means payment lands within the same month; and

30-Day

30-Day payment is within 30 calendar days of the Invoice.

Your account terms are confirmed in the Commercial Document or in writing from us. Individual Invoices may show their own due date regardless of your standing account terms, and that date applies for that Invoice.

Unless the Commercial Document says otherwise, Fees don’t cover third-party costs like software licences, hosting and infrastructure, ad spend, printing and production, external supplier services, hardware, or travel and accommodation. We’ll flag these upfront wherever we can, and they may be invoiced separately.

If an Invoice goes past its due date, we may start charging interest from the 5th calendar day after it was due. Interest runs at the South African prime lending rate plus 2% per annum, calculated daily on what’s still owed and compounded monthly, until everything is settled.

If an Invoice is still unpaid 14 calendar days after its due date, we may suspend Services in whole or in part. Where we can, we’ll give you written notice before pulling the plug.

Suspension doesn’t pause your obligation to pay, and interest keeps accruing while we wait. When you’re ready to bring Services back:

• all outstanding balances need to be settled in full first;
• reactivation fees may apply; and
• any third-party reinstatement charges (licence reactivation, domain restoration, hosting reinstatement, advertising account reactivation, or similar) are for your account.

If an Invoice is still unpaid 30 calendar days after its due date and we’ve sent you written notice of the outstanding amount, that’s a material breach.

We may terminate the affected Service or the Agreement by written notice. On termination for non-payment, everything still owed becomes immediately due, including accrued interest, the remaining balance of any Minimum Term, and reasonable recovery costs.

You’re also on the hook for any reasonable legal, collection, or recovery costs we incur getting what’s owed. Suspending or terminating for non-payment doesn’t waive any of our other rights under these Terms.

We deliver Services with reasonable skill, care, and professional attention, in line with the agreed scope and applicable South African law.

We plan carefully, communicate clearly, and execute deliberately. Some Services sit inside complex technical environments, and not everything is within our direct control, so we focus on what is.

Where a Service has defined service levels (response times, availability, remedies), those live in the applicable Mission Brief or Commercial Document.

Where no SLA is defined, we deliver on a best-effort basis during Office Hours. Support requests logged outside Office Hours are picked up in the next Office Hours window, unless we’ve agreed emergency or after-hours support with you In Writing.

Service credits, remedies, and escalation paths (where they apply) live in the applicable Mission Brief.

Unless the Commercial Document or Mission Brief says otherwise, a Deliverable is done when the first of these happens:

• you sign it off In Writing;
• you start using it in a live or production environment; or
• 5 Business Days go by without you flagging anything In Writing.

If you flag concerns in that window, we’ll take a look and sort out anything that sits within the agreed scope.

Your Commercial Document or Mission Brief spells out how many revisions are included and how they work. Anything beyond that is billed at our standard rates.

For 30 calendar days after a Deliverable is done, we’ll fix at no extra cost any defect that:

• stops it working the way the agreed scope said it should; and
• isn’t from changes you or a third party made, changes in your environment, misuse, or anything else outside the scope.

This doesn’t cover ongoing support, maintenance, new features, or problems caused by Third-Party Providers. After the 30 days, any further work sits under a separate support or maintenance arrangement.

Risk in hardware, equipment, and other physical goods we supply passes to you on delivery. If delivery is arranged through a third-party courier or logistics provider, their terms apply to the delivery, and we’re not liable for delays, damage, or loss caused by them.

Ownership in hardware only passes to you once we’ve received full payment. Until then, the goods remain ours, even if they’re already in your hands.

Hardware we supply is covered by the manufacturer’s warranty, subject to their terms and conditions.

We’ll help out with warranty claims where we can, but the final call on warranty approval, repairs, and turnaround time sits with the manufacturer or distributor. We’re not liable for their decisions or how long they take.

If hardware arrives dead (meaning it doesn’t work on first use because of a manufacturer defect), tell us In Writing within 7 calendar days of delivery. We’ll handle the DOA claim with the supplier and coordinate a replacement or repair in line with their DOA policy. If the supplier has a shorter DOA window than 7 days, that shorter window applies. After the DOA window, claims fall under standard manufacturer warranty terms.

Custom-built or made-to-order hardware (including custom PCs) can’t be returned for change of mind once the build or order has started. Standard off-the-shelf hardware may be returnable through the supplier’s or manufacturer’s policy, provided it’s unused and in its original packaging. Any restocking fees or supplier charges are for your account.

Where the CPA applies to your engagement and gives you rights around returns or defective goods, those rights apply in full. See Keeping It Real.

Some Services run on Third-Party Providers, platforms, or infrastructure we don’t directly control. We manage what we can. We’re not responsible for:

• delays or performance issues caused by Third-Party Providers;
• hosting, connectivity, or infrastructure failures beyond our control;
• changes, suspensions, or terminations of Third-Party Provider services or platforms; or
• regulatory or platform policy changes.

Some of what we deliver runs on other people’s platforms. When that’s the case, their terms apply to you alongside ours, and they apply for as long as you use or rely on that platform.

That means:

• their usage rules, access restrictions, suspension rights, and data handling obligations apply to you where they relate to that platform;
• their termination and handover rules apply to anything that sits on their side (domains, hosting, licences, accounts, content, data);
• where their terms fill a gap our T&Cs don’t cover, their terms take effect for that specific matter; and
• where there’s a conflict between our T&Cs and their terms on something they control, their terms apply to that thing and our T&Cs apply to everything else.

Our obligations are always bounded by what third-party terms permit. You’re responsible for reviewing and keeping up with the terms of any third-party platform that forms part of your Services.

When we deliver paid social, digital advertising, or media-related services:

• advertising spend, media budgets, and platform charges are separate from our Fees and remain payable by you, unless the Commercial Document says otherwise;
• wherever we can, campaigns run through accounts you own, with us getting the access we need to do the work;
• where campaigns run through an account we manage for operational reasons, platform billing, account ownership, and access restrictions come with it. We’ll talk these through and agree the setup before putting anything in place;
• we don’t guarantee specific outcomes, lead volumes, impression targets, rankings, conversions, or platform decisions;
• search engine rankings are shaped by external algorithmic factors and can’t be guaranteed; and
• on termination, we may pause or stop active campaigns. We’ll help with a reasonable handover once all outstanding amounts are settled. Historical campaign data and assets remain subject to the relevant platform’s account ownership rules.

Each Party retains ownership of anything it owned before the engagement began. For us, that includes frameworks, templates, internal tools, development logic, reusable components, methodologies, processes, know-how, design systems, and internal assets. For you, that includes your brand, systems, data, and pre-existing intellectual property. Nothing in these Terms transfers ownership of pre-existing intellectual property unless agreed In Writing.

Once all Fees under the relevant Commercial Document have been paid in full, ownership of final creative Deliverables specifically created for you under that engagement transfers to you. Creative Deliverables include items such as logos, brand assets, visual designs, marketing materials, and written content produced as bespoke outputs. Until payment is made in full, all rights in the Deliverables remain with us.

For digital Deliverables, including custom-built applications, code, Power Automate flows, workflows, automation solutions, templates, integrations, and similar technical outputs, we grant you a perpetual, non-exclusive licence to use the delivered solution for its intended business purpose upon full payment of all applicable Fees.

Full ownership transfer of digital Deliverables is not the default position. Ownership may only be transferred where this is expressly agreed In Writing as a separately scoped IP assignment arrangement, and becomes effective only once all Fees under that arrangement have been paid in full. This licence does not permit you to resell, sub-licence, or commercially exploit the delivered solution for the benefit of third parties without our written consent.

Regardless of whether ownership or a licence is granted, we retain ownership of all underlying building blocks used to create Deliverables. This includes underlying systems and frameworks, reusable code and configurations, design components and templates, internal tools, pre-existing intellectual property incorporated into the solution, and general skills, methods, and know-how developed during the engagement.

Where we use licensed third-party tools, components, plugins, platforms, or libraries as part of a Deliverable or ongoing Service, those components remain subject to their own licence terms. We can’t transfer third-party licence rights beyond what those licences permit. Ongoing compliance with third-party licence terms, including ongoing platform subscriptions or access fees, is your responsibility where those obligations arise from your use of the delivered solution.

Unless agreed otherwise In Writing, we may reference your name, logo, and a general description of the Services provided for portfolio, marketing, or case study purposes. We will not disclose confidential or commercially sensitive information without consent. If you’d prefer not to be referenced, let us know In Writing and we’ll respect that.

During the course of working together, both Parties may share Confidential Information, including business plans, financial information, system architecture, client data, internal processes, technical configurations, pricing, or other commercially sensitive material. Confidential Information can be shared in writing, verbally, electronically, or through access to systems and platforms.

Each Party agrees to:

• use Confidential Information only for the purpose of fulfilling obligations under the Agreement;
• keep it secure and protect it from unauthorised access;
• share it only with team members or service providers who need it for delivery and who are bound by appropriate confidentiality obligations; and
• take reasonable steps to prevent unauthorised use or disclosure.

These obligations survive the end of the Agreement.

Information is not confidential if it is publicly available without breach of the Agreement, was already lawfully known before being disclosed, is independently developed without using the Confidential Information, or must be disclosed by law or court order. If disclosure is legally required, the affected Party will notify the other where reasonably possible.

Where Services involve the processing of Personal Information, both Parties comply with POPIA and applicable South African data protection laws. Where we process Personal Information on your behalf to deliver agreed Services, we act as an operator and process the information only on your documented instructions.

You, as the responsible party, remain accountable for ensuring that instructions to us are lawful under POPIA and that any Personal Information shared with us has been collected and may be processed in accordance with applicable law.

We implement reasonable technical and organisational safeguards to protect Personal Information and don’t use it for any purpose beyond delivering the agreed Services.

We may appoint sub-operators (including Third-Party Providers) to process Personal Information in the delivery of Services. We bind sub-operators to data protection obligations equivalent to those set out in these Terms and remain responsible to you for their compliance.

Some Third-Party Providers may process or store data outside South Africa. Where this happens, we make sure the transfer complies with POPIA requirements, including ensuring adequate data protection safeguards are in place. By engaging us, you acknowledge that such transfers may occur where necessary for the delivery of Services.

Each Party will notify the other In Writing as soon as reasonably possible, and in any event within 72 (seventy-two) hours of becoming aware, of any actual or suspected breach of security that may have compromised Personal Information or Confidential Information shared under the Agreement. Notification includes a description of the breach, the categories of information affected, and the steps being taken to address it. Both Parties cooperate in good faith to manage and remedy any such breach.

Unless backup services are expressly included in the agreed scope, we don’t assume responsibility for routine data backups, retention, disaster recovery, or restoration of your systems or data. You remain solely responsible for maintaining appropriate and regular backups of your systems, data, content, and business information. We’re not liable for loss of data where you haven’t maintained reasonable backups.

Our processing of Personal Information outside the Services (for example, how we handle enquiries, marketing, and website visits) is described in our Privacy Policy, available at synrgy.co.za/privacy-policy/.

Unless expressly agreed otherwise In Writing, we don’t guarantee that Services will be uninterrupted at all times, that Third-Party Providers will perform flawlessly, or that outcomes beyond the agreed scope will be achieved.

We deliver expertise and structure. We cannot guarantee external systems, market conditions, or decisions outside our control.

Where the CPA applies to your engagement, nothing in these Terms is intended to limit or exclude any rights you may have under the CPA. This includes, where applicable, your rights under sections 54 (right to quality service), 55 (right to safe, good quality goods), and 56 (implied warranty of quality).

Where the CPA does not apply to your engagement (for example, where you are a juristic person with asset value or annual turnover above the CPA threshold), these Terms govern the relationship without CPA overlay.

Your statutory rights under South African law apply in full where the law makes them applicable.

Our total liability in relation to a specific Service engagement will, in aggregate, not exceed the total Fees you’ve paid for that Service in the 12 (twelve) months before the event giving rise to the claim.

We’re not liable for:

• indirect or consequential loss;
• loss of profit, revenue, or business opportunity;
• loss of data where you have not maintained reasonable backups;
• fines, penalties, or regulatory sanctions arising from your business activities, unless directly caused by our proven breach; or
• issues caused by Third-Party Providers, systems, or infrastructure outside our control.

This applies regardless of the legal basis of the claim.

Nothing in this Section limits liability arising from fraud, wilful misconduct, or any matter that cannot lawfully be limited under South African law, including applicable CPA provisions.

Where a One & Done engagement is cancelled before completion, we’ll invoice for:

• work completed to date;
• third-party costs already incurred; and
• any non-recoverable commitments made in reliance on the engagement.

Any unpaid milestone or project balances become immediately due. Deliverables produced up to the point of cancellation are subject to the IP provisions in Who Owns What.

During the Minimum Term of a Plugged-In or Kickstart Service, termination for convenience is not permitted. If you elect to end the Service before the Minimum Term expires without cause:

• the remaining monthly recurring Fees for the balance of the Minimum Term become immediately due;
• any outstanding upfront or Kickstart setup Fees remain payable in full; and
• any accrued third-party costs are payable.

Termination for cause (breach by us that is not remedied under When Things Go Sideways) is handled separately and is not subject to the Minimum Term balance provisions above.

Where a Plugged-In or Kickstart Service has completed its Minimum Term and rolls on monthly thereafter, either Party may terminate the Service by giving at least 60 (sixty) calendar days’ written notice, or such longer notice period as may be required under the terms of any applicable Third-Party Provider, whichever is the greater.

On termination of any Service or the Agreement, all outstanding amounts become immediately due and payable. This includes:

• all unpaid Invoices, regardless of their payment stage;
• accrued interest where we have elected to apply it;
• the remaining balance of any Minimum Term where applicable; and
• any reasonable recovery, transition, or close-out costs.

We’re not obliged to release any of the following until all outstanding Fees are settled in full, unless otherwise agreed In Writing: source files, configurations, credentials, Deliverables, domain names, DNS settings, hosting account access, email configurations, or platform access. This list is not exhaustive. We may withhold any asset, access, or output that forms part of the Services until full settlement is confirmed.

Where a Service has been terminated and you wish to re-engage at a later date, reactivation is subject to resource availability at the time of the request, the signing of a new Commercial Document, and the payment of any applicable onboarding or reactivation fee. A prior engagement does not create an entitlement to reinstatement on the same terms.

If requested, we may provide reasonable transition assistance to support a handover to you or a new service provider. This includes transfer of credentials, platform admin rights, documentation, and other Deliverables within scope. Such assistance is subject to availability, charged at our standard rates, and documented In Writing before work begins.

If a disagreement arises, both Parties agree to try to resolve it in good faith first. Raise the issue clearly, speak directly, and give the other Party a fair opportunity to respond. Most problems are solved faster this way.

If the issue cannot be resolved through normal working discussions within 10 (ten) Business Days, either Party may escalate the matter to senior decision-makers on both sides.

Where reasonable efforts at resolution do not succeed, the Parties agree to attempt mediation before instituting formal proceedings, unless urgent relief is required. Mediation takes place in South Africa, under the auspices of the Arbitration Foundation of Southern Africa (AFSA) or another independent mediator agreed between the Parties, and is shared equally in cost unless otherwise agreed.

Participation in mediation does not prevent either Party from seeking urgent legal relief where necessary. Nothing in this Section restricts your right to approach the relevant tribunal under the CPA where it applies.

Unless the nature of the dispute makes it impossible, both Parties continue performing their obligations while the issue is being resolved.

The Agreement (these Terms, any applicable MSA, the accepted Commercial Document, and applicable Mission Brief) forms the full agreement between the Parties for the relevant Services. It replaces any prior discussions or understandings relating to those Services. No informal statement, email, or conversation creates additional obligations unless confirmed In Writing by an authorised representative.

We provide Services as an independent contractor. The Parties are not partners, shareholders, agents, or employees of each other. Each Party remains responsible for its own business, people, and decisions.

You may not transfer the Agreement or any rights under it to another party without our written consent. We may transfer the Agreement as part of a business restructure, merger, or sale, provided your rights are not materially reduced.

If we delay or choose not to immediately enforce a right under the Agreement, that does not mean the right has been waived. Any waiver must be In Writing to be binding.

If any part of these Terms is found to be invalid or unenforceable, the rest continues in full effect. The affected provision will be interpreted or adjusted to the minimum extent necessary to make it enforceable while preserving its original commercial intent.

Acceptance of a Commercial Document by email confirmation, digital signature, written approval, or any other method that constitutes In Writing is binding. The Parties agree that electronic signatures and electronic acceptance are valid and enforceable in terms of the Electronic Communications and Transactions Act, 25 of 2002.

Unless the context indicates otherwise, words in the singular include the plural and vice versa, and any reference to a gender includes the other genders. Headings are for convenience only and do not affect interpretation.