Terms &
conditions

1. Introduction and Application

1.1 Selpro may design, develop, maintain and host websites and applications and may provide website health, structured data, SEO, AEO, GEO, automation, integration, hosting, support, consulting, audit and related digital services.

1.2 These Terms apply to services supplied by Selpro unless a written agreement signed or otherwise expressly accepted by both parties states otherwise.

1.3 The services, fees, timing and specific deliverables for a Client are set out in the applicable quotation, proposal, statement of work, service level agreement, order or other written service description.

1.4 Where there is a conflict between these Terms and a Client-specific written agreement, the Client-specific agreement will take priority only for the matter it expressly changes. Clauses dealing with payment, intellectual property, cybersecurity, data protection, liability and indemnity are not changed unless the Client-specific agreement expressly refers to the clause being changed.

1.5 If any law gives the Client rights that cannot lawfully be limited or excluded, those rights remain in force.

2. Definitions

In these Terms:

• "Agreement" means these Terms together with every accepted quotation, proposal, statement of work, service level agreement, order, schedule or other written agreement relating to the services.
• "Client" means the person, business, company, organisation or other entity that purchases or uses the services.
• "Client Content" means text, images, video, documents, databases, personal information, trademarks, products and other material supplied by or on behalf of the Client.
• "Deliverables" means the work specifically identified as deliverables in the applicable scope.
• "Hosting Only" means hosting infrastructure supplied without website maintenance, application maintenance, CMS updates, plugin updates, security management or other managed services unless these are expressly included in writing.
• "Managed Services" means maintenance, monitoring, backups, security, updates, support or other ongoing services expressly included in the Client's written service package.
• "Services" means the services Selpro has agreed in writing to provide to the Client.
• "Third-Party Services" means products or services supplied by another provider, including hosting platforms, cloud services, domain registrars, DNS providers, email providers, APIs, plugins, themes, software licences, payment services and external platforms.

3. Formation and Acceptance of the Agreement

3.1 An Agreement is formed when the Client accepts a quotation or proposal, signs or electronically accepts an agreement, confirms acceptance by email or other recorded communication, pays a deposit or invoice relating to the Services, or instructs Selpro to begin work after receiving these Terms.

3.2 Electronic communications, electronic acceptance and electronic signatures may be used to form and administer the Agreement to the extent permitted by South African law.

3.3 A person accepting an Agreement on behalf of a company or other entity confirms that they are authorised to do so.

3.4 No verbal statement changes the Agreement unless it is confirmed in writing by an authorised representative of Selpro.

4. Services and Scope

4.1 Selpro will provide only the Services and Deliverables described in the agreed written scope.

4.2 Any item not expressly included in the agreed scope is outside scope and may be quoted or charged separately.

4.3 Estimates are estimates only unless they are expressly stated to be fixed quotations.

4.4 If the Client requests changes, additions or rework outside the agreed scope, Selpro may provide a revised quotation, estimate or time-based charge before proceeding.

4.5 Selpro may use employees, contractors and specialist suppliers to perform parts of the Services, while remaining responsible for its own obligations under the Agreement.

4.6 Selpro may refuse instructions that are unlawful, unsafe, technically unreasonable, outside the agreed scope or likely to compromise the security or stability of systems.

5. Client Responsibilities

The Client must:

• provide accurate information, content, access and decisions reasonably required for the Services;
• appoint a person authorised to give instructions and approve work;
• review work and provide feedback within reasonable timeframes;
• ensure that Client Content is lawful, accurate and properly licensed;
• obtain any consents, permissions and legal notices required for the Client's business and website;
• keep passwords, administrator accounts and access credentials secure;
• use multi-factor authentication where it is available and reasonably appropriate;
• tell Selpro promptly if credentials are lost, shared incorrectly or suspected to be compromised;
• ensure that any third party appointed by the Client does not interfere with Selpro's work or systems; and
• maintain any responsibilities expressly allocated to the Client in the proposal, SLA or service description.

5.1 Selpro is not responsible for delay caused by the Client's failure to supply information, access, content, approval or decisions when reasonably required.

5.2 If a Client delay materially affects the work, Selpro may move delivery dates, reschedule resources and charge reasonable additional costs caused by the delay after notifying the Client.

6. Fees, Payment and Non-Payment

6.1 Fees and VAT

Fees are those stated in the applicable quotation, proposal, invoice or service agreement. Unless stated otherwise, fees exclude VAT and any applicable third-party charges.

6.2 Deposits and Milestones

Selpro may require a deposit, advance payment or milestone payment before starting or continuing work. Work may be paused until the required payment has cleared.

6.3 Recurring Services

Hosting, maintenance, licences and other recurring services are payable in advance unless otherwise agreed in writing.

6.4 Due Date

The Client must pay each invoice by the due date shown on the invoice. If no due date is shown, payment is due within 7 days of the invoice date.

Payment must be made without deduction, withholding or set-off unless required by law or agreed by Selpro in writing.

6.5 Invoice Disputes

If the Client disputes an invoice, the Client must notify Selpro in writing within 7 days of receiving it and explain the disputed amount and the reason for the dispute.

The Client must pay any undisputed portion of the invoice by the due date. A dispute about one invoice does not allow the Client to withhold unrelated amounts that are properly due.

6.6 Overdue Accounts

An account is overdue when an amount has not been received by its due date. Selpro may send a reminder or written demand. A failure to send a reminder does not cancel or postpone the Client's obligation to pay.

6.7 Suspension for Non-Payment

If an undisputed amount remains unpaid, Selpro may give the Client written notice requiring payment. If payment is not received within 7 days after that notice, Selpro may suspend some or all affected Services until the account is brought up to date. If applicable law requires a longer notice period, that longer period will apply.

Suspension may include, where applicable:

• hosting;
• maintenance and support;
• development work;
• email services;
• monitoring and backups;
• software licences and subscriptions;
• third-party services funded by Selpro; and
• deployment, publication or release of unpaid Deliverables.

Suspension does not cancel the Client's obligation to pay amounts already due.

6.8 No Obligation to Fund Third-Party Services

Selpro is not required to pay domain renewals, cloud fees, licences, hosting fees, email fees, APIs, certificates or other third-party costs on behalf of a Client whose account is overdue.

The Client accepts that a third-party provider may suspend, cancel, delete or release a service if its renewal or service fee is not paid.

6.9 Interest

Where permitted by law, Selpro may charge interest on overdue amounts at the prescribed legal rate applicable in South Africa. Where the National Credit Act or any other law regulates the charging of interest, fees or charges, Selpro will charge them only from the date and at the rate permitted by that law.

6.10 Reactivation

Selpro may require all overdue amounts to be paid before suspended Services are restored. If restoration requires technical work, Selpro may charge a reasonable reactivation or restoration fee after advising the Client.

Restoration may depend on a third-party provider, DNS propagation, licence reactivation or data availability and therefore cannot always be immediate.

6.11 Recovery Costs

The Client is responsible for reasonable collection and legal costs actually incurred by Selpro in recovering overdue amounts, to the extent permitted by law.

6.12 Long-Term Non-Payment

If an account remains unpaid for 30 days or more after written demand, Selpro may terminate the affected Services, subject to any longer notice or remedy period required by applicable law.

After termination of hosting or storage Services, Selpro may delete hosted data in accordance with clause 15 after giving reasonable notice. Selpro is not required to retain Client data indefinitely.

6.13 Amounts Due on Termination

Suspension or termination does not cancel debt already incurred. Amounts for work already performed, approved work, committed third-party costs and Services already supplied remain payable.

6.14 Price Changes for Recurring Services

Selpro may change recurring service fees by giving reasonable written notice. A price increase will not change a fixed price already agreed for a fixed project or fixed term unless the Agreement allows it or applicable law permits it.

7. Third-Party Services, Domains and Email

7.1 Selpro may arrange or manage Third-Party Services for the Client where this forms part of the Services.

7.2 Third-Party Services remain subject to the third party's own terms, availability, security, pricing and technical limitations.

7.3 Selpro does not control and cannot guarantee the continued availability, functionality, pricing, security or compatibility of a Third-Party Service.

7.4 If a third party changes its price or terms, Selpro may pass the change on to the Client where it affects the Client's service, after giving reasonable notice where practical.

7.5 Domains will, where practical, be registered in the Client's name or for the Client's benefit. The Client remains responsible for renewal fees unless renewal is expressly included in a managed service.

7.6 Email delivery cannot be guaranteed. Delivery may be affected by spam filtering, sender reputation, recipient systems, DNS, third-party providers, mailbox limits and internet conditions outside Selpro's control.

7.7 Subject to applicable law and registrar rules, Selpro will not claim ownership of a Client-owned domain merely because the Client owes money. Reasonable migration or transfer work may, however, be chargeable.

8. Intellectual Property

8.1 The Client keeps ownership of Client Content and intellectual property owned by the Client before the Agreement.

8.2 Selpro keeps ownership of its pre-existing software, methods, templates, frameworks, libraries, utilities, processes, know-how, reusable code and other material developed independently of the Client's project.

8.3 Unless the proposal expressly transfers ownership, once all amounts relating to a Deliverable have been paid in full, the Client receives a non-exclusive, perpetual licence to use that Deliverable for the purpose for which it was supplied.

8.4 If a proposal expressly states that ownership of a specific custom Deliverable will transfer to the Client, that transfer takes effect only after full payment for that Deliverable.

8.5 Third-party software, fonts, plugins, stock material, frameworks and open-source components remain subject to their own licences. Selpro cannot transfer rights that it does not own.

8.6 Source files, development files, design working files, source code repositories and internal tools are not included unless the agreed scope specifically says that they are Deliverables.

8.7 Selpro may use general knowledge, skills, methods and experience gained while providing the Services, provided it does not disclose the Client's confidential information.

8.8 Selpro may refer to completed public work in its portfolio unless the Client has requested confidentiality in writing and Selpro has agreed to it.

9. Confidentiality

9.1 Each party must keep the other party's confidential information confidential and use it only for purposes connected with the Agreement.

9.2 Confidential information does not include information that is public through no breach of the Agreement, independently developed without use of confidential information, lawfully received from another source, or required to be disclosed by law.

9.3 A party may disclose confidential information to employees, contractors, advisers and service providers who need it for the Agreement and who are subject to appropriate confidentiality duties.

9.4 These confidentiality obligations continue after termination of the Agreement.

10. Privacy, POPIA and Data Processing

10.1 Roles

Where Selpro processes personal information only on the Client's instructions in order to provide hosting, maintenance, development or other Services, the Client will generally be the responsible party and Selpro will act as an operator as those terms are used in the Protection of Personal Information Act, 2013 ("POPIA").

Where Selpro processes personal information for its own business purposes, such as billing, account management or its own legal obligations, Selpro acts as the responsible party for that processing.

10.2 Client Responsibilities

The Client is responsible for ensuring that personal information placed on or collected through its website, application or systems is collected and processed lawfully, including providing required privacy notices and obtaining any required consent or other lawful basis.

10.3 Selpro's Operator Obligations

When acting as an operator, Selpro will process personal information only with the Client's knowledge or authority, except where processing is required by law, and will treat that information as confidential.

Selpro will use appropriate and reasonable technical and organisational safeguards having regard to the nature of the Services, the information involved and reasonably foreseeable risks.

10.4 Security Compromise Notification

If Selpro, while acting as an operator, has reasonable grounds to believe that personal information processed for the Client has been accessed or acquired by an unauthorised person, Selpro will notify the Client as required by POPIA.

Unless Selpro is itself the responsible party for the affected processing, the Client remains responsible for deciding and carrying out any notification to the Information Regulator and affected data subjects required by law. Selpro will provide reasonable cooperation. Additional investigation, reporting or remediation work may be chargeable unless included in the Services or required because of Selpro's breach of an express obligation.

10.5 Sub-Providers

The Client authorises Selpro to use reputable hosting, cloud, email, backup, security and other service providers where reasonably required to provide the Services. Selpro will take reasonable steps to ensure that providers handling personal information are subject to appropriate data protection and confidentiality obligations.

10.6 Cross-Border Processing

Where personal information is processed outside South Africa, the parties will comply with applicable requirements governing cross-border transfers of personal information.

11. Audits, Reports and No Guarantees

11.1 Website audits, scores, reports, recommendations and automated tools provide information based on the data, systems and conditions available at the time.

11.2 Automated and AI-assisted outputs may be probabilistic, incomplete or affected by third-party systems. They should not be treated as guaranteed factual outcomes.

11.3 Selpro does not guarantee search engine rankings, indexing, AI visibility or citation, website traffic, conversions, leads, sales, revenue, advertising performance or any specific commercial result unless a written guarantee expressly states otherwise.

11.4 Selpro does not control search engines, social platforms, AI systems, browsers, external APIs or other third-party platforms and is not responsible for changes made by those platforms.

11.5 Unless specifically engaged to provide regulated professional advice, Selpro's general website content, audit tools and reports are not legal, financial, tax or other regulated professional advice.

11.6 Free tools and free audits may be rate-limited, changed, suspended or withdrawn without notice.

12. Hosting, Maintenance, Security and Cyber Incidents

12.1 Hosting and Maintenance Are Separate Services

Hosting and website maintenance are separate services.

Where the Client contracts for Hosting Only, Selpro is responsible for providing the agreed hosting environment and related infrastructure services. Hosting Only does not include maintenance, management, updating or security management of the Client's website, content management system, plugins, themes, modules, extensions, application code, databases or Third-Party Services unless specifically included in writing.

12.2 Client Responsibility for Website Application Maintenance

Where maintenance or Managed Services are not expressly included, the Client is responsible for ensuring that the website and application software are properly maintained and kept up to date.

This includes, where applicable:

• WordPress, Umbraco and other content management systems;
• plugins, themes, modules and extensions;
• third-party software and integrations;
• application code and databases;
• administrator accounts and passwords;
• security updates and patches; and
• removal or replacement of unsupported or vulnerable software.

The Client may appoint Selpro or another service provider to perform these functions under a separate maintenance or Managed Services agreement.

12.3 Managed Hosting and Maintenance

Where the Client has contracted for Managed Services, Selpro's responsibilities are limited to the services expressly described in the applicable proposal, package, SLA or service agreement.

The provision of monitoring, updates, backups, maintenance or security services does not amount to a guarantee that a website, application or system cannot be compromised.

12.4 Hosting Availability

Selpro will take reasonable steps to keep hosting Services available, but no hosting service is completely free from interruption. Unless a specific uptime commitment is stated in an SLA, no particular uptime percentage is guaranteed.

Hosting may be affected by planned maintenance, emergency maintenance, upstream providers, internet failures, DNS, power failures, hardware or software faults, cyberattacks or other events outside Selpro's reasonable control.

12.5 Cybersecurity Risk

The Client acknowledges that websites, servers and internet-connected systems are exposed to risks including hacking, malware, ransomware, malicious code, credential theft, automated attacks, software vulnerabilities, zero-day vulnerabilities and attacks against third-party systems.

Selpro will take reasonable precautions appropriate to the Services contracted by the Client but cannot warrant or guarantee that any website, server, application or online service will be completely secure or immune from attack.

12.6 Security Incidents Affecting Client Applications

To the extent permitted by law, Selpro is not responsible for a security compromise caused by:

• software, plugins, themes, extensions or applications not maintained by Selpro;
• outdated, unsupported or vulnerable website software for which Selpro was not contracted to provide updates;
• passwords, credentials or accounts controlled by the Client or a third party;
• software or services supplied or maintained by another service provider;
• unauthorised changes made by the Client or another party;
• malware or malicious code introduced through the Client's website or application;
• a vulnerability that was not reasonably known or reasonably capable of being prevented at the time; or
• circumstances outside Selpro's reasonable control.

Nothing in this clause excludes liability that cannot lawfully be excluded, including liability for gross negligence where the law prohibits its exclusion.

12.7 Website Compromise Does Not Prove Server Compromise

A compromise of one website or application does not, by itself, prove that Selpro's server or hosting infrastructure was compromised or that Selpro breached the Agreement.

Where reasonably possible, Selpro may review available technical evidence to identify whether an incident appears to have originated from hosting infrastructure, application software, third-party software, user credentials or another source.

Unless a formal forensic investigation is separately agreed, any view on the likely cause of an incident is a technical assessment based on the evidence reasonably available and is not a forensic guarantee.

12.8 Backups

Backup Services are provided only where expressly included in the Client's hosting or maintenance agreement.

Where backups are included, Selpro will take reasonable steps to perform them at the agreed frequency. No backup system can be guaranteed never to fail. Clients with important or business-critical information should maintain an independent copy of important data.

Unless otherwise agreed, backups are for disaster recovery and are not an archival or permanent document storage service.

Restoration from backup may be chargeable unless restoration is expressly included in the Client's service package or is required because Selpro failed to perform an express backup obligation.

12.9 Malware Removal, Recovery and Rebuilding

Investigation of a security incident, malware removal, forensic work, website restoration, database repair, password remediation, software replacement and rebuilding of a compromised website are not included in standard Hosting Only Services.

Such work is additional chargeable work unless:

1. it is expressly included in the Client's Managed Services agreement; or
2. it is established that the incident resulted directly from Selpro's failure to perform an express contractual obligation and Selpro is legally responsible for the resulting work.

Where Selpro reasonably considers a compromised website unsafe to restore, Selpro may recommend or require a clean rebuild before the website is returned to service.

12.10 Emergency Suspension or Isolation

Selpro may temporarily suspend, isolate, block or disable a website, account, service or connection where reasonably necessary to protect the Client, Selpro's systems, other customers, data, server resources or the public from a security threat, unlawful activity or material technical risk.

Where practical, Selpro will tell the Client promptly. Emergency action reasonably required to contain a threat does not itself amount to a breach of the Agreement.

12.11 Third-Party Security

Selpro is not responsible for security breaches, vulnerabilities, outages or failures of Third-Party Services outside Selpro's reasonable control.

12.12 No Guarantee Against Cyberattack

Reasonable cybersecurity measures reduce risk but cannot eliminate all cybersecurity threats. Hosting, maintenance, backups, monitoring and security services must not be interpreted as a warranty or guarantee that the Client's website or systems will never be hacked, compromised, infected, interrupted or suffer data loss.

13. Project Delivery, Changes and Acceptance

13.1 Delivery dates are reasonable targets unless a date is expressly stated in writing to be guaranteed.

13.2 Selpro is not responsible for delay caused by Client delays, scope changes, third-party delays or events outside Selpro's reasonable control.

13.3 The Client must review a Deliverable within 7 business days of delivery or another review period stated in the proposal and must identify material defects or deviations from the agreed scope with reasonable detail.

13.4 Selpro will correct genuine defects that cause the Deliverable not to meet the agreed scope. Changes in preference, new requirements and additions to scope are not defects and may be charged separately.

13.5 A Deliverable may be treated as accepted when the Client approves it, publishes or uses it in production, or does not report a material defect within the agreed review period, without affecting rights that cannot lawfully be excluded.

14. Term, Suspension and Termination

14.1 Term

The Agreement starts on the commencement date stated in the applicable proposal or, if no date is stated, when the Agreement is accepted.

A fixed-term service continues for the agreed fixed period. A month-to-month service continues until terminated in accordance with the Agreement.

14.2 Client Cancellation

Unless a different notice period is stated in the applicable agreement, a month-to-month service may be cancelled on 30 days' written notice.

A fixed-term service may be cancelled early only as allowed by the applicable agreement or by law. The Client remains responsible for amounts already due and any reasonable cancellation charge lawfully permitted.

14.3 Consumer Protection Act

Where section 14 of the Consumer Protection Act applies to a fixed-term agreement, the statutory cancellation, notice, renewal and maximum-term rules will apply and will override any inconsistent part of these Terms.

14.4 Material Breach

Except where another clause provides a specific remedy period, either party may terminate the affected Agreement if the other party commits a material breach and does not remedy it within 10 business days after receiving written notice requiring it to be remedied.

Where applicable law requires a longer remedy period, the longer period applies.

14.5 Immediate Suspension

Selpro may suspend Services immediately where reasonably necessary because of a serious security threat, unlawful use, abuse of systems, fraud, material risk to other customers or infrastructure, or an instruction that would require Selpro to act unlawfully.

14.6 Termination for Non-Payment

Non-payment is dealt with under clause 6. Selpro will not terminate a fixed-term consumer agreement in a manner that conflicts with a mandatory notice or remedy period under applicable law.

14.7 Effect of Termination

On termination, the Client must pay all amounts properly due for Services supplied, work performed and committed third-party costs up to the termination date.

Licences, hosting, support, monitoring, backups and other recurring Services may stop on termination.

15. Handover, Migration and Data Retention

15.1 After termination and payment of undisputed amounts due, Selpro will provide reasonable cooperation to transfer Client-owned content, domains, credentials or data that Selpro holds and that is reasonably capable of being transferred.

15.2 Migration, export, conversion, handover, restoration and technical assistance are chargeable unless expressly included in the Agreement.

15.3 Selpro is not required to transfer its own confidential information, internal systems, reusable tools, licensed third-party material or working files that are not Deliverables.

15.4 Unless a longer retention period is agreed or required by law, Selpro may delete hosted Client data 30 days after termination of the relevant hosting or storage Service after giving reasonable notice to the Client.

15.5 Backup copies may remain temporarily in normal backup cycles after termination and will be deleted or overwritten in the ordinary course of those cycles, subject to legal retention requirements.

16. Limitation of Liability

16.1 Selpro is responsible only for direct loss that is proved to have been caused by Selpro's breach of the Agreement, negligence or other conduct for which Selpro is legally liable.

16.2 To the fullest extent permitted by law, Selpro is not liable for indirect, special, incidental or consequential loss, including loss of profit, revenue, business opportunity, goodwill, anticipated savings or reputation, except to the extent that applicable law does not permit that exclusion.

16.3 Selpro is not liable for loss caused by the Client, a person acting for the Client, a Third-Party Service or an event outside Selpro's reasonable control, except to the extent Selpro's own breach or negligence materially contributed to the loss.

16.4 Subject to clause 16.6, Selpro's total aggregate liability arising from the same event or series of connected events will not exceed:

• for a once-off project, the amount actually paid to Selpro for the specific project or Deliverable giving rise to the claim; or
• for a recurring Service, the fees actually paid to Selpro for the affected Service during the 6 months immediately before the event giving rise to the claim.

16.5 The Client must take reasonable steps to reduce or avoid loss after becoming aware of a problem. Selpro is not responsible for loss that could reasonably have been avoided by prompt action by the Client.

16.6 Nothing in the Agreement excludes or limits liability for fraud, intentional misconduct, gross negligence where such liability may not lawfully be excluded, or any other liability that applicable law says cannot be excluded or limited.

16.7 The limitations in this clause apply only to the extent that they are fair, lawful and enforceable in the circumstances.

17. Client Indemnity

17.1 To the extent permitted by law, the Client will indemnify Selpro against a third-party claim, loss or reasonable legal cost arising directly from:

• Client Content that infringes another person's intellectual property, privacy or other rights;
• unlawful, defamatory, misleading or prohibited content supplied or approved by the Client;
• the Client's unlawful use of the Services;
• instructions from the Client that Selpro reasonably followed and that caused the third-party claim;
• a breach by the Client of its data protection obligations; or
• a material breach by the Client of the Agreement.

17.2 The Client is not required to indemnify Selpro to the extent that the claim was caused by Selpro's own gross negligence, intentional misconduct or other liability that cannot lawfully be shifted to the Client.

17.3 Selpro must notify the Client of a material third-party claim within a reasonable time and must not unreasonably increase the Client's exposure to that claim.

18. Events Outside Reasonable Control

18.1 Neither party is liable for delay or failure caused by an event genuinely outside its reasonable control where the affected party has taken reasonable steps to prevent or reduce the effect of that event.

Such events may include natural disasters, fire, flood, war, civil disorder, widespread internet or telecommunications failure, widespread power failure, government action, labour disruption, failure of major infrastructure, or a cyberattack that could not reasonably have been prevented by the security measures required under the Agreement.

18.2 This clause does not excuse ordinary business failures, avoidable lack of maintenance, lack of reasonable security measures or a failure to perform routine obligations that were reasonably within the affected party's control.

18.3 The affected party must resume performance as soon as reasonably practical.

18.4 If the affected Service cannot substantially be performed for more than 60 consecutive days because of such an event, either party may terminate the affected Service on written notice. Fees for Services already supplied remain due.

19. Notices and Electronic Communication

19.1 The parties may communicate and give ordinary notices by email or another recorded electronic method used by the parties in the ordinary course of business.

19.2 Formal breach, suspension and termination notices must be sent to the latest email or physical address supplied by the receiving party for contractual notices.

19.3 The Client must keep its contact and billing details up to date.

19.4 An electronic notice is not treated as received if the sender receives a clear delivery failure or bounce notice.

20. Governing Law and Disputes

20.1 The Agreement is governed by the laws of the Republic of South Africa.

20.2 If a dispute arises, the parties should first try in good faith to resolve it directly. Either party may ask for a meeting between authorised representatives before starting formal proceedings.

20.3 If the dispute is not resolved within a reasonable time, either party may use any court or dispute-resolution body that has jurisdiction under South African law.

20.4 Nothing in this clause prevents either party from seeking urgent court relief where reasonably necessary.

21. General Legal Terms

21.1 Entire Agreement

The Agreement records the terms agreed between the parties regarding the Services and replaces earlier discussions or representations about the same Services, except for fraudulent or unlawful misrepresentations that cannot lawfully be excluded.

21.2 Changes to Client-Specific Agreements

A Client-specific quotation, scope, SLA or fixed-term agreement may be changed only by written agreement between the parties, except for changes expressly allowed under that agreement or required by law.

21.3 Changes to These Website Terms

Selpro may update these general Terms from time to time. Updated Terms apply to new Services and new agreements from their stated effective date.

For an existing recurring Service, Selpro will give reasonable notice of a material change before applying it. An update will not retrospectively remove accrued rights or impose a new material obligation where the law or the existing Agreement does not allow that change.

21.4 Severability

If a provision is unlawful or unenforceable, it will be limited or removed only to the minimum extent necessary. The rest of the Agreement will continue to apply where legally possible.

21.5 No Waiver

A failure or delay in enforcing a right does not mean that the right has been waived.

21.6 Assignment and Subcontracting

The Client may not transfer the Agreement to another person without Selpro's written consent, which will not be unreasonably withheld. Selpro may use subcontractors and may transfer the Agreement as part of a genuine sale, restructuring or transfer of its business, subject to applicable law and without reducing the Client's statutory rights.

21.7 No Partnership or Employment Relationship

Nothing in the Agreement creates a partnership, joint venture, employment relationship or authority for either party to bind the other except where expressly agreed.

21.8 Survival

Clauses dealing with payment, confidentiality, intellectual property, data retention, liability, indemnity and any other provision that by its nature is intended to continue will survive termination to the extent necessary to give them effect.

22. Contact

Questions about these Terms may be sent to hello@selpro.co.za.