TERMS AND CONDITIONS
Last updated: September 2026
These Terms and Conditions (“Terms”) govern the provision of services by Bios Bois (Pty) Ltd (“Bios Bois”, “we”, “us” or “our”) to any person, company, organisation or other entity (“Client”, “you” or “your”) purchasing, requesting or using our services.
By accepting a quotation, placing an order, making payment, instructing us to commence work, or using any service supplied by Bios Bois, you acknowledge that you have read and agree to these Terms.
Where a written quotation, proposal or service agreement contains terms that differ from these general Terms, the terms specifically agreed to in writing for that project will take precedence to the extent of the inconsistency.
IMPORTANT NOTICE
Certain provisions of these Terms limit the liability of Bios Bois, allocate responsibility or risk to the Client, require the Client to indemnify Bios Bois, or may result in suspension or termination of services. Particular attention should be paid to the sections dealing with Client Responsibilities, Intellectual Property, Hosting and Email, Domains, Third-Party Services, Suspension and Termination, Indemnity and Limitation of Liability.
Nothing in these Terms is intended to exclude or restrict any right or remedy that cannot lawfully be excluded under South African law.
1. QUOTATIONS AND ACCEPTANCE
1.1 Unless otherwise stated, quotations are valid for the period specified on the quotation.
1.2 A quotation covers only the work, services, features and deliverables specifically described in it.
1.3 Work outside the quoted scope may be separately quoted or charged at Bios Bois's applicable rates.
1.4 Acceptance of a quotation, payment of an invoice or deposit, or written instruction to proceed constitutes acceptance of these Terms.
1.5 Estimated completion dates are estimates and not guarantees unless Bios Bois expressly agrees to a fixed completion date in writing.
1.6 Completion dates depend upon the Client supplying all required content, information, access credentials, approvals and feedback when requested.
2. PAYMENT FOR DESIGN, DEVELOPMENT AND CREATIVE SERVICES
2.1 Unless expressly agreed otherwise in writing, design, development, content creation, desktop publishing and other project-based creative services are payable in full before work commences.
2.2 Where Bios Bois agrees in writing to split payment, a minimum 50% non-refundable commencement deposit is payable before work begins.
2.3 Unless another payment schedule has been expressly agreed in writing, the outstanding balance becomes due no later than 30 calendar days after the project commencement date or initial invoice date, as specified on the invoice.
2.4 A Client-caused delay does not postpone the payment due date. This includes delays caused by failure to provide content, photographs, product information, access credentials, instructions, feedback, approvals or any other information or material required from the Client.
2.5 Bios Bois will not be required to release final artwork, final website deliverables, source files or other completed deliverables while any amount relating to the project remains unpaid.
2.6 If an amount remains unpaid when due, Bios Bois may pause work, withhold deliverables, suspend applicable services and remove the project from the active production schedule.
2.7 Where the Client cancels a project after work has commenced, the commencement deposit remains non-refundable to the extent permitted by applicable law.
2.8 If the value of work already performed exceeds amounts paid by the Client, Bios Bois may invoice the Client for the additional work performed up to the date of cancellation.
2.9 All invoices are payable according to the payment terms stated on the invoice.
3. SCOPE, REVISIONS AND ADDITIONAL WORK
3.1 The quotation defines the agreed project scope.
3.2 Unless otherwise stated in the quotation, a project includes up to two reasonable rounds of revisions.
3.3 A revision means a reasonable adjustment to work already created within the original agreed brief.
3.4 A revision does not include:
(a) a substantial change in project direction or brief;
(b) redesigning work previously approved by the Client;
(c) additional website pages, products, features or functionality;
(d) replacement or extensive rewriting of Client-approved content;
(e) additional design concepts not included in the quotation; or
(f) work otherwise falling outside the original scope.
3.5 Additional revisions or work outside the agreed scope may be charged separately.
3.6 Approval of a design, layout, page, concept or project stage constitutes approval of that stage. Changes requested after approval may be treated as additional work.
3.7 Bios Bois is not required to provide unlimited revisions or continue revising a project indefinitely.
4. CLIENT CONTENT AND RESPONSIBILITIES
4.1 Unless professional content creation or stock imagery has specifically been purchased, the Client is responsible for supplying all text, photographs, logos, product information, videos, documents and other content required for the project.
4.2 Client-supplied material must be provided in a usable format and at an appropriate quality and resolution.
4.3 Bios Bois may use temporary or placeholder text and imagery during development. Placeholder material is not necessarily licensed or intended for publication and must not be regarded as final Client content.
4.4 The Client is responsible for checking the final website or design before publication and ensuring that placeholders have been replaced where required.
4.5 The Client warrants that it owns, or has obtained all necessary licences, permissions and consents to use, reproduce and publish, every photograph, logo, font, text, video, trademark, product image and other item supplied to Bios Bois.
4.6 Bios Bois is not responsible for determining whether Client-supplied material infringes another person's copyright, trademark, privacy, personality or other rights.
4.7 The Client is responsible for the accuracy and legality of all information, claims, pricing, product descriptions, advertising statements and other content supplied or approved by the Client.
4.8 Unless specifically contracted to provide legal compliance services, Bios Bois does not provide legal advice and is not responsible for determining whether the Client's website, privacy policy, terms, cookies, advertising, products, business practices or data-processing activities comply with legislation or industry-specific regulation.
5. CLIENT DELAYS, INACTIVITY AND DORMANT PROJECTS
5.1 Clients must provide requested content, information, approvals and feedback within a reasonable period and, unless otherwise agreed, within 14 calendar days after being requested to do so.
5.2 Client delays do not extend invoice due dates.
5.3 If required Client material or instructions remain outstanding for 30 days, Bios Bois may place the project on hold and remove it from the active production schedule.
5.4 A project that remains unable to proceed because of Client inactivity for 90 consecutive days may be classified as dormant.
5.5 Payments already made remain non-refundable when a project becomes dormant, subject to applicable law.
5.6 A dormant project may be reactivated within 12 months of the original order or commencement date, subject to:
(a) Bios Bois's current availability;
(b) any reasonable reactivation fee;
(c) current pricing;
(d) changes in supplier or software costs;
(e) continued technical compatibility; and
(f) any changes to the original scope.
5.7 Reactivated work will be scheduled according to Bios Bois's then-current workload and will not automatically retain its original production priority.
5.8 If the Client has not supplied the information or materials necessary for Bios Bois to perform the outstanding services within 12 months of the original order or commencement date, Bios Bois may close the project and regard the original service obligation as expired, to the extent permitted by applicable law.
5.9 This provision is intended to prevent projects from remaining open indefinitely where Bios Bois is ready and willing to perform the work but cannot do so because required Client information, material, feedback or approval has not been provided.
6. ERRORS AND FINAL APPROVAL
6.1 The Client must carefully check all proofs, designs, website pages, text, contact details, prices, spelling, product information and other deliverables before final approval or publication.
6.2 Bios Bois will make reasonable efforts to correct errors identified before final approval.
6.3 Once the Client has approved work, the Client accepts responsibility for errors or omissions that were visible or reasonably capable of being identified during the approval process.
6.4 Corrections requested after approval, publication or production may be charged as additional work.
7. INTELLECTUAL PROPERTY AND OWNERSHIP
7.1 Unless otherwise agreed in writing, ownership or the applicable usage rights in final custom work created specifically for the Client will only pass or be granted after Bios Bois has received full payment of all amounts due for that work.
7.2 Third-party intellectual property is excluded from any transfer of ownership and remains subject to the applicable third-party licence.
7.3 Bios Bois retains ownership of all pre-existing intellectual property, processes, development methods, reusable code, libraries, systems, templates, design methods, working files, internal tools, software licences and other materials not created exclusively for the Client.
7.4 Unless specifically included in a quotation, editable source files, layered design files, development files, working files and other production materials are not automatically included in the final deliverables.
7.5 No unpaid concept, draft, mock-up or design may be used, reproduced or adapted by the Client or any third party.
8. BIOS BOIS WEBSITE, DESIGNS AND MARKETING MATERIAL
8.1 Unless otherwise stated, original creative work displayed on the Bios Bois website or in Bios Bois advertising, presentations, proposals, social media, promotional material and other marketing collateral is protected by copyright.
8.2 Such material may not be copied, reproduced, republished, distributed, adapted, imitated or commercially used without prior written permission from Bios Bois, except where permitted by law.
9. PORTFOLIO AND PROMOTIONAL RIGHTS
9.1 Unless confidentiality has expressly been agreed in writing before commencement, Bios Bois may display work it has created for a Client for the purpose of promoting Bios Bois.
9.2 This includes use on the Bios Bois website, portfolio, social media, advertisements, presentations, proposals, case studies, awards submissions and other marketing collateral.
9.3 This right does not permit Bios Bois to disclose Client confidential information that is not ordinarily public.
9.4 Bios Bois may include a discreet design, development or website credit and hyperlink in the footer of websites created by Bios Bois.
9.5 Removal of the credit may be agreed separately in writing.
10. PROFESSIONAL STOCK IMAGERY AND THIRD-PARTY ASSETS
10.1 Where requested or included as part of a design service, Bios Bois may source photographs, vectors, illustrations, graphics, video or other content from professional third-party stock providers.
10.2 Stock assets remain the intellectual property of their respective owners or licensors. Neither Bios Bois nor the Client acquires ownership of the underlying stock asset merely because it has been used in a Client project.
10.3 Use of third-party assets is subject to the licence terms imposed by the applicable provider.
10.4 By accepting a design containing third-party licensed content, the Client agrees to use that content only in ways permitted by the applicable licence.
10.5 Where a provider permits Bios Bois to grant or transfer usage rights to a Client, the Client accepts those rights subject to the provider's applicable licence and restrictions.
10.6 The Client may not extract, redistribute, resell, sublicense or use a stock asset independently from the completed design unless the applicable licence expressly permits such use.
10.7 Some providers may require Bios Bois to remain responsible for Client compliance or to provide Client identification or contact information for legitimate licence-monitoring purposes. The Client authorises Bios Bois to provide such information where reasonably required by the applicable licence.
10.8 Where continued use of a licensed asset after termination, migration or transfer is not permitted under the applicable licence, the Client must obtain an appropriate independent licence or allow the asset to be replaced or removed.
10.9 Any cost associated with obtaining an independent licence or replacement asset after termination or migration is the Client's responsibility unless otherwise agreed in writing.
11. SOFTWARE, PLUGINS AND LICENCES
11.1 Websites may incorporate software, plugins, frameworks, libraries or development tools licensed to Bios Bois or supplied by third parties.
11.2 A licence belonging to Bios Bois does not become the Client's property merely because licensed software is used on the Client's website.
11.3 Certain Bios Bois-owned or controlled software licences may be made available to a Client for as long as the Client maintains an applicable hosting, maintenance or other service with Bios Bois.
11.4 If the Client cancels or moves away from the applicable Bios Bois service, Bios Bois may remove or deactivate Bios Bois-owned licence keys.
11.5 Where continued functionality, updates or support require a licence after termination, the Client may be required to purchase its own licence directly from the software provider.
11.6 Bios Bois is not responsible for changes made by third-party software providers, including price increases, licensing changes, discontinued products, compatibility changes, security vulnerabilities or withdrawal of functionality.
12. WEBSITE HOSTING
12.1 Hosting services are payable in advance on a monthly or annual basis according to the selected hosting package.
12.2 Hosting packages provide the disk-space allowance stated for the applicable package.
12.3 Resources described as unlimited or unmetered are subject to reasonable and fair use, technical restrictions, server capacity, security requirements and any limitations imposed by Bios Bois's upstream infrastructure providers.
12.4 Hosting accounts may not be used in a manner that materially interferes with server stability, security, reputation or the services of other customers.
12.5 Bios Bois may require a Client to reduce excessive resource usage, upgrade to a more appropriate service, or may temporarily restrict or suspend a service where necessary to protect shared infrastructure.
12.6 Hosting is intended for normal website, database and associated email use and must not be used as a general file repository, backup archive, mass storage facility or for other activities prohibited by Bios Bois or its upstream providers.
12.7 Bios Bois may suspend or terminate hosting used for unlawful content, malware, phishing, spam, malicious activity, copyright infringement or other prohibited or abusive activity.
12.8 Bios Bois may introduce or amend reasonable technical and fair-use limits where necessary to maintain the security, reliability and performance of its hosting services.
13. SSL AND SECURITY
13.1 SSL security is included with applicable hosting services.
13.2 SSL helps encrypt data transmitted between supported browsers and the server but does not make a website immune from hacking, malware, data breaches, software vulnerabilities or other security incidents.
13.3 No internet-connected system can be guaranteed to be completely secure.
13.4 Clients are responsible for using strong passwords, protecting account credentials and notifying Bios Bois promptly if unauthorised access or compromise is suspected.
14. BACKUPS AND DATA
14.1 Bios Bois hosting includes automated backup facilities where stated.
14.2 Backups are provided as an emergency recovery aid and not as guaranteed archival storage.
14.3 Bios Bois does not guarantee that a particular backup, file, database, mailbox or website will always be available, complete, current, uncorrupted or capable of successful restoration.
14.4 Backup availability may be affected by technical failure, corruption, malware, account size, retention limits, suspension, termination or circumstances outside Bios Bois's reasonable control.
14.5 Clients are responsible for maintaining independent copies of important business data, website files, databases, email and other information.
14.6 To the maximum extent permitted by law, Bios Bois will not be liable for loss of data resulting from technical failure, corruption, security incidents, third-party infrastructure failure, Client action or failure to maintain independent copies.
15. EMAIL, SPAM AND BULK MAIL
15.1 Email services supplied with hosting are intended primarily for normal legitimate business correspondence.
15.2 Unsolicited bulk email, spam, phishing, email bombing, spoofing, malicious mail and other abusive email activity are prohibited.
15.3 Clients must comply with applicable direct-marketing, privacy and electronic-communications legislation and must obtain and retain any consent required to send marketing communications.
15.4 Mailing lists must be legitimately obtained and, where required by law, recipients must be given an effective means of unsubscribing.
15.5 Standard shared-hosting email accounts should not be used for high-volume newsletters, bulk marketing campaigns or mass-mail distribution. Bios Bois may require such communications to be sent through an appropriate dedicated mailing or marketing platform.
15.6 Clients must not repeatedly send email to addresses known to be invalid, non-existent, blocked or persistently bouncing.
15.7 Shared hosting infrastructure may automatically apply outbound email limits, failed-delivery limits, defer limits, rate limits, reputation controls and temporary blocks.
15.8 Current server controls may include a failed/deferred-message trigger or “max defers” threshold of five within an applicable monitoring period. Technical thresholds may change from time to time and are not guaranteed to remain fixed.
15.9 Where automated anti-abuse systems detect excessive failures, deferred messages, spam-like behaviour or other risks to mail reputation, outgoing email may automatically be temporarily restricted, including for approximately one hour or another period determined by the server.
15.10 Such automated restrictions are security and reputation-protection measures and do not constitute a failure by Bios Bois to provide the hosting service.
15.11 Bios Bois may restrict, suspend or terminate an email service where activity:
(a) causes excessive spam complaints;
(b) threatens the reputation of shared mail infrastructure;
(c) causes an IP address or domain to become blacklisted;
(d) exceeds applicable outbound-mail thresholds;
(e) involves compromised email credentials;
(f) breaches applicable law; or
(g) otherwise threatens other users or infrastructure.
15.12 Where a Client's activity causes blacklisting, malware, abuse reports or other technical problems requiring exceptional remediation, Bios Bois may charge the Client reasonable costs incurred for investigation, cleanup, remediation or delisting.
15.13 Bios Bois cannot guarantee delivery of any email. Delivery depends upon recipient servers, DNS, reputation systems, spam filters, blacklists, third-party networks and other factors outside Bios Bois's control.
16. WEBSITE MAINTENANCE AND CARE
16.1 Website hosting does not include website maintenance unless maintenance has specifically been purchased.
16.2 Hosting alone does not include routine content changes, design changes, product additions, software updates, plugin updates, development work or other website management.
16.3 Clients may purchase a separate maintenance or care service where offered.
16.4 The work included in a maintenance package will be determined by the package or written quotation selected by the Client.
16.5 Work exceeding the included maintenance scope may be separately charged.
16.6 Unused maintenance time does not accumulate or carry forward unless expressly stated in the applicable package.
17. NON-PAYMENT AND SERVICE SUSPENSION
17.1 Recurring hosting and other recurring services must be paid by the invoice due date.
17.2 If payment for hosting has not been received within seven calendar days of the invoice date or applicable due date, Bios Bois may suspend the website, email or hosting service until payment has been received.
17.3 Suspension for non-payment does not cancel amounts already owing.
17.4 Clients who are permitted to pay for website, design or other services in instalments may be required to host the applicable website with Bios Bois as a condition of that arrangement.
17.5 Where an instalment or other amount becomes overdue, Bios Bois may suspend hosting, website access or related services until the account has been brought up to date, subject to applicable law.
17.6 Bios Bois is not responsible for losses arising from a lawful suspension caused by Client non-payment.
17.7 Continued non-payment may result in termination and eventual deletion of hosted data after reasonable notice and subject to applicable law and upstream-provider retention periods.
18. DOMAIN REGISTRATION AND RENEWAL
18.1 Where Bios Bois registers or renews a domain on behalf of a Client, Bios Bois acts as an intermediary between the Client and the applicable registrar or registry.
18.2 The Client remains responsible for all domain registration, renewal, transfer, redemption and related charges.
18.3 Bios Bois may pay the registrar on the Client's behalf only after Bios Bois has received the required payment from the Client.
18.4 Bios Bois is not required to advance its own funds to renew a Client's domain.
18.5 Clients are responsible for paying domain renewal invoices before the required deadline and for keeping their contact and billing information current.
18.6 Bios Bois may issue renewal notices or reminders as a courtesy, but the Client remains responsible for ensuring that its domain is renewed.
18.7 If payment is not received in sufficient time for Bios Bois to process the renewal, the domain may expire.
18.8 Domain expiration may result in interruption or loss of the Client's website, email and other domain-dependent services.
18.9 An expired domain may enter a grace, redemption or restoration period. Recovery is not guaranteed.
18.10 Any registrar, registry or supplier redemption/restoration charge will be payable by the Client, together with any reasonable Bios Bois administration or recovery fee.
18.11 If a domain is released for public registration, it may be registered by another party. Bios Bois cannot guarantee recovery of an expired or released domain.
18.12 To the maximum extent permitted by law, Bios Bois will not be responsible for loss arising from failure to renew a domain where the Client failed to make the required payment in time.
18.13 Domain registrations, renewals, redemption fees and third-party registry charges are non-refundable to the extent permitted by applicable law.
19. CONTENT CREATION AND MANAGEMENT
19.1 Where contracted to create or manage website content, Bios Bois will perform the services described in the applicable quotation or package.
19.2 Services may include articles, blog content, product entry, product updates, image sourcing, website content changes, comment management and eCommerce content management.
19.3 The Client remains responsible for confirming the accuracy of factual claims, product specifications, pricing, warranties, medical/legal/financial statements and other business-specific information.
19.4 Unless expressly included, content-management services do not include unlimited additions, revisions or ongoing work.
19.5 Search-friendly content is not a guarantee of any particular search-engine ranking or traffic level.
20. ECOMMERCE SERVICES
20.1 Where Bios Bois adds or manages products on behalf of a Client, the Client must provide complete and accurate product information, including descriptions, pricing, variations, stock information, photographs, shipping information and any other information reasonably required.
20.2 Bios Bois is not responsible for inaccurate product information supplied or approved by the Client.
20.3 Product-entry services purchased for a specified quantity of products are subject to the Client inactivity provisions in section 5.
20.4 Bios Bois is not required to keep a paid product-entry project open indefinitely where the Client has failed to supply the required product information.
20.5 Unless separately contracted, Bios Bois is not responsible for fulfilment, stock control, payment disputes, chargebacks, delivery, returns, product warranties or the Client's legal obligations to its customers.
21. SOCIAL MEDIA AND ADVERTISING SERVICES
21.1 Social media services will be provided according to the scope stated in the applicable quotation or package.
21.2 Unless expressly stated otherwise, advertising/media spend payable to platforms is separate from Bios Bois's management, design and content fees.
21.3 The Client is responsible for maintaining sufficient funds or payment methods for advertising-platform charges.
21.4 Bios Bois does not control third-party social-media or advertising platforms and is not responsible for account restrictions, suspensions, policy changes, algorithm changes, outages, rejected advertisements or other platform actions outside Bios Bois's reasonable control.
21.5 Bios Bois does not guarantee a particular number of impressions, followers, enquiries, leads, conversions, sales or return on advertising spend.
21.6 The Client remains responsible for the legality and accuracy of its offers, products, services and advertising claims.
22. SEARCH ENGINES AND BUSINESS RESULTS
22.1 Bios Bois may apply generally accepted website, content and technical practices intended to assist discoverability where such work forms part of the service.
22.2 Bios Bois does not control Google or any other search engine.
22.3 No guarantee is made regarding search ranking, indexing, traffic, leads, enquiries, sales or other commercial outcomes.
22.4 Search-engine rankings and algorithms may change without notice.
23. THIRD-PARTY PROVIDERS AND SERVICES
23.1 Bios Bois services may depend upon third parties including hosting infrastructure providers, registrars, software vendors, stock providers, social networks, search engines, email networks, payment gateways and other external platforms.
23.2 Bios Bois does not control these third parties and cannot guarantee their uninterrupted availability.
23.3 Bios Bois is not responsible for third-party outages, policy changes, account actions, discontinuation, price increases, licensing changes or technical failures outside Bios Bois's reasonable control.
23.4 Where a third-party service becomes unavailable or materially changes, Bios Bois may propose an alternative solution. Additional work or third-party costs may be chargeable.
24. PRICING AND PRICE CHANGES
24.1 Bios Bois may review and adjust its pricing from time to time, including annually.
24.2 Price adjustments may reflect inflation, supplier charges, exchange-rate changes, infrastructure costs, registrar fees, software licensing, operating costs or other business requirements.
24.3 Revised pricing for recurring services will ordinarily apply from a future billing or renewal cycle after reasonable notice.
24.4 Bios Bois may pass through increases imposed by registrars, software vendors, infrastructure providers and other third parties.
24.5 Where a prepaid fixed-term service has already been paid in full, a general Bios Bois price increase will ordinarily apply upon the next renewal rather than retrospectively, unless an additional third-party charge arises that was expressly excluded from the prepaid service.
25. REFUNDS AND CREDITS
25.1 Deposits, commencement payments, completed work, domain charges, third-party costs and services already rendered are non-refundable to the extent permitted by applicable law.
25.2 Bios Bois does not ordinarily provide cash refunds for change of mind, Client cancellation, Client inactivity or unused portions of project work where Bios Bois has reserved capacity or commenced performance.
25.3 Nothing in these Terms removes a refund, cancellation or other remedy to which a Client is entitled under applicable law.
25.4 Bios Bois may, entirely at its discretion and where legally appropriate, agree in writing to provide an account credit.
25.5 A discretionary credit:
(a) is not a cash refund;
(b) cannot be exchanged for cash;
(c) may be applied only against eligible future Bios Bois services; and
(d) may expire after six months unless otherwise agreed in writing.
26. CONFIDENTIALITY
26.1 Each party will take reasonable steps to protect confidential business information received from the other party and will not disclose it unnecessarily to third parties.
26.2 Confidential information does not include information that is already public through no breach of these Terms, was independently known, or must lawfully be disclosed.
26.3 Bios Bois may disclose information to employees, contractors and service providers where reasonably necessary to perform the services, subject to appropriate confidentiality obligations where applicable.
27. PERSONAL INFORMATION AND DATA PROTECTION
27.1 Each party is responsible for complying with its obligations under applicable privacy and data-protection legislation, including POPIA where applicable.
27.2 Where Bios Bois processes personal information on behalf of a Client solely to provide contracted services, the Client remains responsible for ensuring that it has an appropriate lawful basis for collecting and using that information.
27.3 The Client must not instruct Bios Bois to send unlawful unsolicited marketing communications or otherwise process personal information unlawfully.
27.4 Bios Bois will take reasonable measures appropriate to its role to protect personal information in its possession or control, but no electronic system can be guaranteed to be entirely secure.
28. SUSPENSION AND TERMINATION
28.1 Bios Bois may suspend or terminate a service where reasonably necessary because of:
(a) non-payment;
(b) unlawful use;
(c) spam or abuse;
(d) security threats or malware;
(e) infringement complaints;
(f) excessive resource usage materially affecting shared infrastructure;
(g) breach of these Terms;
(h) Client conduct that places Bios Bois or its suppliers at material legal or technical risk; or
(i) requirements imposed by law, a regulator, registrar or infrastructure provider.
28.2 Where reasonably possible and appropriate, Bios Bois will give the Client an opportunity to remedy a breach before termination.
28.3 Immediate suspension may occur where necessary to protect infrastructure, data, other users, email reputation or legal compliance.
28.4 Termination does not extinguish amounts already owing.
28.5 Following termination, Bios Bois is not required to retain Client data indefinitely.
28.6 The Client should obtain copies of any data it wishes to retain before cancellation or termination wherever reasonably possible.
29. FORCE MAJEURE
29.1 Neither party will be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control, including power or network failures, natural disasters, fire, flood, war, civil disturbance, government action, major cyber incidents, upstream infrastructure failures, labour disruption or failure of essential third-party services.
29.2 This provision does not excuse payment for services already supplied or amounts already due.
30. INDEMNITY
IMPORTANT: THIS SECTION PLACES CERTAIN RISKS AND RESPONSIBILITIES ON THE CLIENT.
30.1 To the maximum extent permitted by applicable law, the Client indemnifies Bios Bois against third-party claims, losses, damages and reasonable costs arising directly from:
(a) Client-supplied content that infringes intellectual property or other rights;
(b) unlawful or misleading content, products, services or advertising supplied or approved by the Client;
(c) spam, unlawful direct marketing or abuse originating from the Client's account;
(d) the Client's unlawful processing of personal information;
(e) the Client's breach of a third-party licence applicable to content supplied through Bios Bois; or
(f) the Client's unlawful or prohibited use of Bios Bois services.
30.2 This indemnity does not apply to the extent that a loss was caused by conduct for which Bios Bois may not lawfully exclude responsibility.
31. LIMITATION OF LIABILITY
IMPORTANT: THIS SECTION LIMITS THE LIABILITY OF BIOS BOIS. PLEASE READ IT CAREFULLY.
31.1 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
31.2 Subject to clause 31.1 and to the maximum extent permitted by law, Bios Bois will not be liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, opportunity, goodwill or anticipated savings.
31.3 Subject to applicable law, Bios Bois will not be liable for loss arising solely from:
(a) Client-supplied errors or unlawful content;
(b) Client failure to provide required materials or instructions;
(c) Client failure to pay domain or service renewal charges;
(d) third-party outages or failures outside Bios Bois's reasonable control;
(e) search-engine or social-platform algorithm changes;
(f) email rejected or filtered by third parties;
(g) lawful suspension for non-payment or abuse;
(h) software or supplier changes outside Bios Bois's reasonable control; or
(i) security incidents despite reasonable precautions having been taken.
31.4 To the maximum extent permitted by applicable law, Bios Bois's aggregate liability arising from a particular service or event will not exceed the amount actually paid by the Client to Bios Bois for the affected service during the 12 months immediately preceding the event giving rise to the claim.
31.5 The limitations in this section must be interpreted subject to the Consumer Protection Act and any other applicable law.
32. CLIENT INDEMNITIES, ASSUMPTION OF RISK AND IMPORTANT TERMS
32.1 The Client acknowledges that internet services inherently depend upon networks, infrastructure, software and third parties and cannot be guaranteed to operate without interruption or security risk.
32.2 The Client acknowledges that backups may fail and agrees to maintain independent copies of important information.
32.3 The Client acknowledges that failure to pay a domain renewal may result in permanent loss of the domain.
32.4 The Client acknowledges that spam, compromised email accounts and repeated failed or deferred email may result in automatic or manual suspension to protect shared infrastructure.
32.5 The Client acknowledges that third-party software and licensed assets remain subject to the terms of their respective providers.
33. COMMUNICATIONS AND NOTICES
33.1 The Client must provide current contact and billing information and notify Bios Bois when those details change.
33.2 Quotations, invoices, renewal notices, project communications and other notices may be delivered electronically.
33.3 The Client is responsible for monitoring the email address supplied to Bios Bois, including spam or junk folders.
33.4 A failure to read an invoice or routine service communication does not automatically extinguish the Client's payment or renewal obligations.
34. CHANGES TO THESE TERMS
34.1 Bios Bois may amend these Terms from time to time to reflect changes in services, legislation, suppliers, technology, security requirements or business practices.
34.2 Material changes affecting an existing recurring service will be communicated within a reasonable period where required by law or reasonably practicable.
34.3 The version applicable to a particular project will ordinarily be the version accepted when the project was contracted, except where a later change is required by law, relates to security or acceptable use, or has otherwise been validly agreed.
35. SEVERABILITY
35.1 If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be interpreted or limited to the minimum extent necessary to make it enforceable where possible.
35.2 The remaining provisions will continue to apply.
36. WAIVER
36.1 A failure or delay by Bios Bois to enforce a right does not constitute a permanent waiver of that right.
36.2 A waiver will apply only where expressly given and only to the specific circumstances concerned.
37. ENTIRE AGREEMENT
37.1 These Terms, together with the applicable quotation, proposal, invoice and any written service-specific agreement, constitute the agreement between Bios Bois and the Client regarding the relevant services.
37.2 Verbal discussions do not override written terms unless subsequently confirmed and agreed in writing.
38. GOVERNING LAW
38.1 These Terms and the relationship between Bios Bois and the Client are governed by the laws of the Republic of South Africa.
38.2 Any dispute will be dealt with by a court or other forum having lawful jurisdiction in South Africa, subject to any rights or procedures available to the Client under applicable consumer legislation.
39. CONTACT AND COMPANY INFORMATION
Service Provider: Bios Bois (Pty) Ltd
Registration Number: [INSERT COMPANY REGISTRATION NUMBER]
Registered/Physical Address: [INSERT PHYSICAL ADDRESS]
Address for Legal Notices: [INSERT DOMICILIUM / LEGAL SERVICE ADDRESS]
Email Address: [INSERT EMAIL ADDRESS]
Telephone: [INSERT TELEPHONE NUMBER]
Website: [INSERT WEBSITE ADDRESS]
The Client should contact Bios Bois promptly regarding billing disputes, suspected security incidents, domain renewals, service cancellation or any other matter requiring urgent attention.
40. ACCEPTANCE
By accepting a quotation, placing an order, making payment or instructing Bios Bois to commence work, the Client confirms that the Client has been given an opportunity to read and understand these Terms before contracting.
The Client specifically acknowledges the provisions dealing with payment, Client delays, project inactivity, intellectual property, third-party licensing, hosting and backups, email restrictions, domain expiration, suspension, indemnity and limitation of liability.
Where the Consumer Protection Act or other applicable law requires a particular provision to be specifically brought to the Client's attention or separately acknowledged, Bios Bois may require the Client to expressly accept or acknowledge that provision before supplying the applicable service.