Terms & Conditions

1. Introduction and acceptance

These Terms and Conditions ("Terms") govern the provision of services by SwiftCode Innovation (Pty) Ltd ("SwiftCode Innovation", "we", "us" or "our") to a client ("you" or the "Client"), as well as your use of the swiftcode.co.za website. By engaging our services through a proposal, quotation, statement of work or order (an "Order") that incorporates these Terms, or by using our website, you agree to be bound by these Terms. If you accept these Terms on behalf of an organisation, you warrant that you are authorised to bind that organisation.

2. Definitions

• "Services" — the technology services we provide, which may include product research, software development, artificial-intelligence solutions, cloud engineering, UI/UX design, technology strategy, cybersecurity and related professional services, as described in an Order.
• "Deliverables" — the software, designs, documentation and other work product we create for you under an Order.
• "Client Materials" — any content, data, systems, credentials or materials you provide to enable us to perform the Services.
• "Order" — a proposal, quotation, statement of work or order document that describes the Services and incorporates these Terms.
• "Fees" — the charges payable for the Services as set out in an Order.

3. Scope of services

We will perform the Services described in each Order with reasonable skill and care and in a professional manner. Any service not expressly described in an Order is out of scope. Changes to scope will be handled through a written change request and may affect timelines and Fees.

4. Engagement and term

An engagement commences on the effective date stated in the Order and continues until the Services are completed or the Order is terminated in accordance with these Terms. Where an Order provides for a recurring or retainer arrangement, it will renew and may be terminated by either party on the notice period stated in the Order or, if none is stated, on 30 days' written notice.

5. Client responsibilities

You agree to:

• provide timely access to the Client Materials, information, systems and personnel we reasonably need;
• ensure you have all rights and consents necessary for us to use the Client Materials to perform the Services;
• review and provide feedback on Deliverables within agreed timeframes; and
• remain responsible for your own regulatory compliance in connection with your use of the Services and Deliverables.

Delays caused by the Client may affect delivery timelines and Fees.

6. Intellectual property

You retain ownership of your Client Materials. Unless an Order states otherwise, ownership of the Deliverables transfers to you upon full payment of the applicable Fees. We retain ownership of our pre-existing intellectual property, tools, frameworks, know-how and any general methodologies used to create the Deliverables, and we grant you a licence to use those elements to the extent necessary to use the Deliverables. Third-party and open-source components are licensed to you under their own terms.

7. Fees and payment

Fees are set out in the applicable Order and are exclusive of VAT and disbursements unless stated otherwise. Unless agreed otherwise in writing, invoices are payable within the period stated in the Order. We may suspend the Services on written notice if undisputed invoices remain unpaid. Amounts already paid are non-refundable except as expressly provided in these Terms or the Order.

8. Confidentiality

Each party may receive information that is confidential to the other. Each party agrees to use the other's confidential information only to perform its obligations, to protect it with reasonable care, and not to disclose it to third parties except to those who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the receiving party, is lawfully received from a third party, or is independently developed, or where disclosure is required by law.

9. Data protection

In performing the Services we will comply with our Privacy Policy and applicable data-protection law, including the Protection of Personal Information Act, 4 of 2013 (POPIA). Where we process personal information on your behalf, we do so as an operator in accordance with your lawful instructions and applies appropriate security safeguards.

10. Warranties and disclaimers

We warrant that the Services will be performed with reasonable skill and care. Except as expressly stated, the Services and Deliverables are provided without further warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that software will be error-free or uninterrupted, or that it will operate in combination with systems or content not provided by us. We are not responsible for issues arising from Client Materials, third-party content, or matters outside our reasonable control such as internet and communications failures.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special or consequential damages, or for loss of profit, revenue, data or goodwill. Our total aggregate liability arising out of or in connection with an Order, whether in contract, delict or otherwise, is limited to the Fees actually paid to us under that Order in the twelve (12) months preceding the event giving rise to the liability. Nothing in these Terms limits liability that cannot be limited by law.

12. Indemnity

Each party (the "providing party") will defend and indemnify the other against third-party claims to the extent that materials it provided, used as permitted under an Order, infringe that third party's intellectual-property rights, provided the indemnified party gives prompt written notice, reasonable cooperation, and control of the defence and settlement. This indemnity does not apply where the claim arises from unauthorised modification or use, use of a superseded version, or combination with materials not provided by the providing party.

13. Term and termination

Either party may terminate an Order if the other commits a material breach and fails to remedy it within 30 days of written notice, or immediately if the other becomes insolvent, commences business rescue or ceases to trade. On termination, you will pay for Services properly performed up to the termination date. Clauses relating to intellectual property, confidentiality, payment, liability, indemnity and governing law survive termination.

14. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, pandemic, government restrictions, or failure of electrical, internet or telecommunications services not caused by that party. The affected party will use reasonable efforts to mitigate the effect of the event.

15. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of South Africa, and the parties submit to the exclusive jurisdiction of the South African courts in respect of any dispute arising out of or relating to these Terms.

16. General

• You may not assign or transfer an Order without our prior written consent.
• If any provision is found invalid or unenforceable, the remaining provisions remain in effect.
• These Terms, together with the applicable Order, constitute the entire agreement between the parties and supersede prior discussions. In the event of a conflict, the Order takes precedence.
• We act as an independent contractor; no partnership, joint venture or employment relationship is created.
• Notices must be given in writing to the addresses stated in the Order or, for us, to admin@swiftcode.co.za.

17. Contact

SwiftCode Innovation (Pty) Ltd, 33 Rolls Royce Street, Impala Park, Boksburg, 1459, South Africa. Email: admin@swiftcode.co.za.