Client terms.

Plain-language terms. Words in bold matter most; please read those even if you skim the rest.

1. Who the agreement is between

Xee Holdings (Pty) Ltd (registration 2021/435618/07), trading as Xee Works ("we"), and the client named in the brief ("you"). The agreement is the signed brief, these terms, and the data processing schedule in section 12.

2. Scope and changes

• The brief describes what we'll build, in checkpoints, with a fixed price and a promised live date.
• Anything not in the brief is a change. We'll tell you in writing what a change costs and how it moves the dates, and do it only once you agree in writing (email or the portal counts).
• Dates depend on you giving us what we need (content, access, decisions and sign-offs) when the brief says. If you're late, the dates move by at least as long.

3. Checkpoints and sign-off

• At each checkpoint we show you working software and ask you to check it.
• You either sign it off or tell us what isn't right. Signing off a checkpoint means you accept the work in it. Later changes to signed-off work are changes under section 2.
• If you ask for changes, we fix what doesn't match the brief at no charge and ask again.
• Sign-off happens in the portal: you type your name and tick a statement. That is your electronic signature (ECTA section 13).

4. Fees and payment

• The brief sets the fee and when each part is invoiced. Prices include VAT unless the brief says otherwise.
• Invoices are due within 14 days. We don't charge interest on late payment.
• If an invoice is more than 30 days late, we may pause work, after telling you in writing at least 5 business days before.
• Care and hosting plans are invoiced monthly in advance.

5. Who owns what

• Once you have paid in full, you own the software we wrote for you, its source code and its design, and we assign our copyright in them to you.
• We keep ownership of tools, libraries and code we had before your project or that we use across clients ("our tools"). You get a permanent, free, non-exclusive licence to use our tools as part of your software, and to have anyone maintain it.
• Open-source components stay under their own licences, which we list at handover.
• Your content and data are always yours. You can ask for a full export at any time.
• We may say we built your software and show it in our work list, unless you ask us not to.

6. Warranty

• For 90 days after go-live we fix, free, any fault where the software doesn't do what the brief and the signed-off checkpoints say.
• We do the work with the care and skill people are generally entitled to expect (Consumer Protection Act section 54, where it applies). If you are a consumer under that Act, its warranties in sections 55 and 56 apply too and nothing here limits them.
• The warranty doesn't cover faults caused by changes someone else made, by systems we don't control, or by use the software wasn't built for.

7. Liability

• Our total liability to you under this agreement is limited to the fees you paid us in the 12 months before the claim arose.
• Neither of us is liable for indirect or consequential loss, such as lost profit or lost data that a reasonable backup would have saved.
• These limits don't apply to fraud, gross negligence or wilful misconduct, to breaches of confidentiality or data protection, or to rights under the Consumer Protection Act that can't be limited.

8. Care plans and support

• Care plans are month-to-month. Either of us may end one with 20 business days' written notice.
• The plan says what's included (hosting, updates, backups, monitoring, hours of changes) and how quickly we respond.
• When a plan ends we hand over the code, the data and the deployment notes, and help move the software to a new host if you ask (at our normal rates for the moving).

9. Ending a project

• You may end a project at any time by telling us in writing. You pay for work done up to then, including the checkpoint in progress pro rata, and you own what you paid for under section 5.
• Either of us may end the agreement if the other materially breaches it and doesn't fix the breach within 10 business days of being asked in writing.

10. Cooling-off and refunds

• If you are a consumer who agreed to the work online, you may cancel within 7 days (ECTA section 44), unless section 42(2) excludes it, for example because the work began, at your request, within those 7 days.
• Deposits are refunded, less work already done, if a project ends before the first checkpoint. Fees for signed-off checkpoints aren't refundable; warranty fixes under section 6 are free.

11. Confidentiality

Each of us keeps the other's confidential information confidential and uses it only for the project, during the agreement and for 3 years after.

12. Data processing schedule (POPIA section 21)

Where we handle personal information on your behalf (for example, your customers' details in software we host), you are the responsible party and we are your operator. We:

• process it only on your documented instructions and for the purpose of the agreement;
• keep it confidential and secure, with the measures described in our privacy policy;
• tell you without undue delay, and within 72 hours of becoming aware, if we reasonably believe it has been accessed by someone without authority, so you can notify the Information Regulator and the people affected (POPIA section 22);
• use sub-operators only as listed in our privacy policy, and tell you before adding one;
• send it outside South Africa only as POPIA section 72 allows;
• help you answer requests from the people it is about; and
• when the agreement ends, return it or delete it, as you choose, unless the law requires us to keep it.

13. Disputes

If we disagree, we'll first try to sort it out between the people responsible, then between your senior person and a director of ours, within 10 business days. If that fails, either of us may refer it to mediation by a mediator we agree on (or, if we can't agree, one appointed by the Arbitration Foundation of Southern Africa). Nothing stops either of us going to court for urgent relief. South African law applies, and the courts of KwaZulu-Natal have jurisdiction.

14. General

Notices go to the addresses in the brief; ours is 160 Belmont Road, Durban North, 4051. Neither of us may transfer the agreement without the other's written consent. If part of these terms is unenforceable, the rest stands. Changes to the agreement must be in writing and agreed by both of us.

Last updated 14 November 2026.