Versys Media provides custom website design, web development, ecommerce development, artificial intelligence solutions, AI automation, SaaS development, search engine optimisation, digital marketing, graphic design, website maintenance, web hosting, email hosting and related digital services to clients in South Africa, the United Kingdom, the United States and other international markets.
These Trust Agreement and Terms of Service (the “Terms”) are intended to create a clear, practical framework for every project. They apply together with the relevant quotation, proposal, statement of work, service level agreement, invoice, order form or written project confirmation issued by Versys Media.
Important: Please review these Terms before paying a deposit, approving a quotation, purchasing a product or instructing Versys Media to begin work. By doing any of those things, you confirm that you have read and agreed to these Terms.
1. Definitions and contracting party
“Versys Media”, “we”, “us” or “our” means the legal person or entity identified on the applicable quotation or invoice and trading as Versys Media.
“Client”, “you” or “your” means the individual, company, organisation or other legal person purchasing or using our services.
“Project Terms” means the quotation, proposal, statement of work, service level agreement, invoice, order form, these Terms and any written change request accepted by both parties.
“Deliverables” means the specific work product expressly listed in the applicable quotation or statement of work.
“Business Day” means Monday to Friday, excluding public holidays in the country of the contracting Versys Media entity.
The applicable quotation or invoice identifies the contracting party, currency, business address and regional terms. If no separate regional entity or governing law is identified, the contracting business is Versys Media operating from 11 The Straight Avenue, Pine Slopes AH, Sandton, Johannesburg, 2194, South Africa, and South African law applies.
2. Agreement to electronic terms
You accept the Project Terms when you do any of the following:
- sign or electronically accept a quotation, proposal, order form or agreement;
- pay a deposit, invoice or subscription fee;
- instruct us in writing to start or continue work;
- provide content, credentials or system access for the project;
- approve a design, development stage or Deliverable; or
- use, publish, deploy or take control of a Deliverable.
Electronic records, email approvals, messaging records, payment confirmations and digital signatures may be used as evidence of instructions, approvals and acceptance.
If documents conflict, the following order of priority applies: a specifically signed statement of work or service level agreement; the accepted quotation or proposal; an accepted written change request; these Terms; and then the invoice. Mandatory consumer law always takes priority where it cannot lawfully be excluded.
Updates to these Terms apply to new quotations, renewals and new work accepted after the updated effective date. They do not retrospectively change an existing fixed project unless agreed in writing.
3. Scope of services
Versys Media may provide one or more of the following services:
- custom website design and responsive web development;
- WordPress, WooCommerce, Shopify, Webflow, Wix and custom-coded websites;
- ecommerce website design, online store development and payment integrations;
- website audits, redesigns, UX/UI design and conversion optimisation;
- custom SaaS development, SaaS MVP development and subscription platforms;
- AI solutions, AI assistants, chatbots, intelligent search and AI website integrations;
- AI workflow automation, lead qualification, document processing and reporting systems;
- API, CRM, payment, accounting, marketing and third-party platform integrations;
- technical SEO, on-page SEO, local SEO, content optimisation and AI search optimisation;
- Google Ads, social media management, email marketing and digital strategy;
- branding, graphic design, presentation design and print-ready artwork;
- web hosting, email hosting, domain, DNS and migration assistance;
- website maintenance, security updates, performance optimisation and technical support;
- digital products, templates, training and online courses; and
- other custom creative, development, automation or consulting services stated in writing.
Only services and Deliverables expressly listed in the applicable quotation or statement of work are included. Marketing descriptions, examples, portfolio items, consultations and general website content do not expand the agreed scope.
Third-party subscriptions, software licences, premium plugins, themes, stock assets, fonts, model usage, API fees, advertising spend, cloud infrastructure, payment gateway charges and similar external costs are excluded unless specifically included in writing.
4. Quotations, pricing and project commencement
Quotations are valid for the period stated on the quotation. If no period is stated, the quotation remains valid for 14 calendar days.
Pricing is based on the scope, assumptions, content volume, functionality, integrations, timeline and information available when the quotation is issued. Material changes may require a revised quotation.
A project is scheduled only after the required deposit has cleared and we have received the information, content, credentials and approvals reasonably required to begin.
Unless the quotation states otherwise, project fees are structured as a 50% commencement deposit and a 50% final balance. Deposits reserve production capacity and cover discovery, administration and work performed. They are non-refundable to the extent permitted by law and to the extent they reasonably reflect reserved capacity, work completed and costs incurred.
Prices exclude taxes, duties, foreign exchange charges, payment processor fees and bank charges unless expressly stated otherwise. The Client is responsible for ensuring that Versys Media receives the full invoiced amount.
5. Timelines and dependencies
Project timelines are good-faith estimates, not guaranteed completion dates, unless a fixed deadline is expressly stated and accepted in writing.
A timeline begins only once the deposit, final brief, content, access credentials and required approvals have been received. Timelines automatically extend where progress is affected by:
- late, incomplete, contradictory or changing Client instructions;
- delayed content, approvals, access or feedback;
- additional revisions, scope changes or replacement of previously approved work;
- third-party platform, hosting, plugin, API or vendor delays;
- Client-side or third-party edits to development, staging or production systems;
- security incidents, outages or circumstances outside our reasonable control; or
- dependencies that were not disclosed when the project was quoted.
If the Client is unresponsive for 30 calendar days, we may pause and archive the project. Restarting may be subject to production availability, a revised timeline and a reasonable restart fee.
6. Client responsibilities and approvals
The Client must:
- appoint one authorised decision-maker or provide a clear approval process;
- provide accurate, lawful and final content in the requested format;
- provide timely access to domains, hosting, websites, APIs, advertising accounts and other required systems;
- review work carefully and provide consolidated written feedback;
- check names, prices, claims, product information, legal wording, spelling and factual accuracy;
- secure all rights, permissions and consents required for Client-provided materials and personal data;
- maintain appropriate backups of Client-controlled systems and data;
- avoid making or authorising parallel changes that could overwrite or conflict with our work; and
- comply with laws, industry rules and platform policies applicable to the Client’s business.
Instructions received from the Client’s directors, employees, contractors, nominated contacts or account users may be treated as authorised unless the Client has notified us otherwise in writing.
Versys Media is not responsible for delay, rework, loss or malfunction caused by inaccurate information, conflicting instructions, unauthorised access, Client edits, third-party edits or the Client’s failure to maintain backups.
7. Revisions and change requests
Unless the quotation states otherwise, website projects include three consolidated revision rounds and graphic design projects include two consolidated revision rounds.
A revision round means one organised set of reasonable amendments to work presented for review. It does not include:
- a new design direction or replacement concept;
- new pages, products, features, integrations or content;
- changes to requirements previously approved or supplied;
- multiple conflicting feedback sets from different stakeholders;
- rework caused by Client or third-party edits;
- changes requested after sign-off, deployment, handover or publication; or
- work outside the original quotation.
Additional work may be quoted separately or billed at the hourly rate stated in the quotation, support plan or current rate notice. Time spent investigating issues caused by Client changes, third-party plugins, hosting, integrations, credentials, data or external systems is billable unless the issue is confirmed to be an original defect within our agreed scope.
We may require written approval of cost and timeline changes before beginning additional work. Performance of extra work does not waive our right to charge for it unless we expressly agree otherwise in writing.
8. Payment terms
Invoices are payable in the currency and by the due date stated on the invoice. Unless agreed otherwise, the final balance is payable before publication, production migration, handover, administrator access, source-file delivery or transfer of ownership.
The Client may not withhold, deduct or set off payment because of an unagreed claim, anticipated loss, third-party complaint, minor issue or requested change. Any agreed credit, discount or settlement must be expressly confirmed by Versys Media in writing.
A payment for less than the outstanding balance is treated as part payment only and does not constitute full and final settlement unless we expressly confirm that result in writing.
If payment is late, Versys Media may pause work, disable non-production access, withhold Deliverables, suspend hosting or maintenance, postpone deployment and decline new instructions. Where lawful, overdue amounts may attract interest at the maximum rate permitted by the applicable law, together with reasonable recovery and collection costs.
The Client remains responsible for approved work already performed, committed third-party costs and authorised time, even if the Client later decides not to use the Deliverables.
9. Review, acceptance and defects
The Client must inspect each Deliverable and report any material defect in writing within five Business Days after delivery, publication or access being provided, unless the quotation states another review period.
A Deliverable is accepted when the earliest of the following occurs:
- the Client gives written approval;
- the Client instructs us to publish, deploy or hand over the Deliverable;
- the Client, its staff or contractors use, edit, distribute or commercially rely on the Deliverable; or
- the review period expires without a written report of a material defect.
A material defect is a reproducible failure of the Deliverable to perform a function expressly included in the agreed scope. It does not include a new preference, design change, content amendment, new feature, browser or device outside the agreed test scope, third-party change, plugin or platform update, hosting issue, Client edit or matter caused by information supplied by the Client.
Where we confirm an original material defect within scope, our first obligation is to correct that defect within a reasonable period. Nothing in these Terms removes any mandatory consumer remedy that cannot lawfully be excluded.
10. Intellectual property and ownership
10.1 Client materials
The Client retains ownership of logos, trademarks, copy, data, images and other material supplied by the Client. The Client grants Versys Media a limited licence to use those materials to perform the services and confirms that their use does not infringe third-party rights.
10.2 Ownership before full payment
All Versys Media-created concepts, designs, code, layouts, drafts, files, configurations and other Deliverables remain owned or controlled by Versys Media until all amounts relating to the project have been paid in full.
Providing a preview, staging link, administrator access, deployment, handover assistance or temporary use before full payment does not transfer ownership and does not waive the outstanding payment obligation.
10.3 Rights after full payment
Upon full payment, the Client receives ownership of the final custom Deliverables created specifically for the Client, to the extent ownership is capable of transfer and subject to the exclusions below.
Versys Media retains ownership of its pre-existing and reusable materials, development methods, know-how, prompts, frameworks, libraries, code utilities, templates, internal tooling, processes and generic components. The Client receives a perpetual licence to use those elements only as incorporated into the paid final Deliverable.
10.4 Third-party and AI-assisted materials
Third-party software, open-source code, plugins, themes, APIs, fonts, stock media, model outputs and platform components remain subject to their own licence terms. The Client is responsible for continuing licence or subscription costs after handover unless the quotation states otherwise.
Where AI-assisted tools are used, some outputs may not qualify for exclusive copyright protection and similar outputs may be generated for others. Versys Media does not guarantee exclusivity in third-party or AI-generated material unless specifically agreed in writing.
10.5 Portfolio use
Unless confidentiality terms state otherwise, Versys Media may identify the Client and display completed public-facing work in portfolios, case studies, award submissions and marketing. The Client may request a reasonable embargo or written exclusion before publication.
11. Website and ecommerce development
Website and ecommerce Deliverables are built for the platforms, browsers, devices and functions stated in the project scope. Compatibility with future software versions, operating systems, browsers, plugins, themes, APIs or third-party services is not guaranteed.
The Client is responsible for final approval of all website content, privacy notices, cookie notices, ecommerce terms, product claims, prices, tax settings, shipping rules, returns wording, accessibility requirements and sector-specific legal disclosures unless those services are expressly included.
Payment gateways, merchant accounts, ecommerce platforms and financial providers are third-party services. Approval, availability, transaction processing, chargebacks, fraud screening, PCI obligations and account compliance remain the responsibility of the Client and the relevant provider.
Migration, DNS and production deployment can involve temporary propagation delays, caching, email disruption or third-party downtime. We will use reasonable care but cannot guarantee interruption-free migration.
Accessibility auditing or compliance with a specific standard, including WCAG, ADA or equivalent requirements, is included only when expressly stated in the quotation.
12. AI solutions, automation and SaaS development
AI and SaaS services may include prototypes, MVPs, chatbots, AI assistants, automations, API integrations, custom software, dashboards, multi-tenant platforms, subscription systems and cloud deployments.
The Client acknowledges that AI outputs can be incomplete, inaccurate, biased, unavailable or unsuitable for a particular decision. AI output must be reviewed by a competent person before publication or operational reliance. AI systems must not be used as the sole basis for medical, legal, financial, employment, safety-critical or other high-impact decisions unless appropriate professional, legal and technical safeguards have been separately agreed.
AI and SaaS solutions may depend on providers such as OpenAI, Anthropic, Google, Microsoft, Amazon, Twilio, Stripe, Supabase or other third parties. Their prices, models, APIs, policies, rate limits and availability may change without our control. Changes required because of a third-party provider are additional work unless included in an active support plan.
The Client must have a lawful basis and all required permissions for data supplied to or processed by an AI, automation or SaaS solution. The Client must not instruct us to process unlawfully obtained data, scrape restricted systems, impersonate others, send unlawful communications or deploy systems for prohibited or harmful purposes.
Cloud infrastructure, model usage, messaging, storage, email delivery and other consumption-based charges are payable by the Client unless expressly included. Estimates are not usage caps or guarantees.
MVP and beta Deliverables are intended to validate functionality and may require further development, security hardening, compliance review, load testing and operational support before large-scale or regulated use.
A separate data processing agreement, security schedule, support plan or service level agreement may be required for systems processing personal, confidential, health, financial or regulated information.
13. Search engine optimisation and AI search optimisation
Basic SEO is limited to the items stated in the quotation and may include technical setup, indexability checks, sitemap configuration, metadata, search-friendly URLs, Google Search Console, analytics and foundational on-page optimisation.
Advanced SEO, local SEO, content strategy, keyword research, link acquisition, digital PR, schema implementation, conversion tracking, ongoing reporting and optimisation for AI search or generative search are separate services unless expressly included.
Search engines and AI platforms control crawling, indexing, ranking, visibility, citations and algorithm changes. Versys Media does not guarantee first-page rankings, traffic levels, lead volumes, revenue, AI citations or continued placement.
SEO results depend on competition, domain history, website quality, content, technical condition, market demand, Client implementation and factors outside our control. Rankings and traffic may fluctuate.
14. Digital marketing, advertising and communications
Campaign scope, channels, content volumes, reporting and management fees are stated in the quotation. Advertising spend, platform charges, influencer fees, media costs and production expenses are separate unless expressly included.
The Client remains responsible for approving campaign claims, offers, audiences, budgets and content. Advertising platforms may reject, restrict, suspend or change campaigns and accounts under their own policies.
The Client must ensure that contact lists, tracking, cookies, direct marketing, SMS, WhatsApp and email campaigns comply with applicable privacy and marketing law, including POPIA and ECTA in South Africa, UK GDPR and PECR in the United Kingdom, and CAN-SPAM and applicable state privacy laws in the United States.
Versys Media does not guarantee impressions, clicks, conversions, cost per acquisition, sales, leads, return on advertising spend or any other commercial outcome.
15. Hosting, domains, email and maintenance
Hosting, domain, DNS, email and maintenance services may rely on third-party infrastructure. We aim to provide reliable service but do not guarantee 100% uptime, uninterrupted email delivery, permanent data retention or immunity from security incidents.
Planned maintenance, emergency maintenance, internet failures, cyberattacks, third-party outages, upstream provider failures and force majeure events may affect service availability.
Backups are a recovery aid and not a substitute for the Client’s own backups. Unless a written service level states otherwise, the Client remains responsible for maintaining current copies of critical website, email, ecommerce and business data.
Email delivery depends on sender reputation, DNS, recipient systems, content, authentication and third-party filtering. Versys Media does not guarantee inbox placement or the recovery of messages rejected or deleted by external systems.
We may suspend hosting, maintenance or email services where payment is overdue, the service is being abused, a security risk exists, unlawful content is hosted or continued operation could harm our systems or third parties.
Maintenance covers only the tasks and time allocation in the selected plan. Redesigns, new features, malware remediation, major version conflicts, recovery from Client changes and third-party failures are additional work unless expressly included.
16. Graphic design and printing
Final file formats are limited to those stated in the quotation. Editable source files are supplied only where included or agreed in writing and after full payment.
The Client must approve spelling, dimensions, colours, finishes, quantities, bleed, crop marks and final proofs before printing or production.
Printers, manufacturers and fulfilment providers are independent third parties. Colour variation, material variation and production tolerances may occur. Versys Media is not responsible for third-party production errors after the Client has approved the relevant proof, except to the extent we directly caused an error in the supplied file.
17. Confidentiality and data protection
Each party must protect the other party’s non-public commercial, technical and personal information using reasonable safeguards and may use it only to perform or receive the services, exercise legal rights or comply with law.
Confidentiality does not apply to information that is public without breach, lawfully received from another source, independently developed or required to be disclosed by law.
Personal information will be processed in accordance with our Privacy and Cookie Policy and applicable privacy law, including POPIA, UK GDPR, the Data Protection Act 2018 and applicable United States privacy laws where they apply.
Where Versys Media processes personal information solely on the Client’s instructions, the Client remains responsible for the lawful basis, notices, consents, accuracy, retention instructions and rights requests relating to that data. Additional data-processing terms may apply.
No internet, cloud or electronic system is completely secure. Each party must promptly notify the other of a known security incident that materially affects shared project data and cooperate reasonably in the response.
18. Cancellations, inactivity and termination
If the Client cancels after work has started, the Client must pay for work performed, reserved capacity, authorised time, completed milestones, non-cancellable commitments and third-party costs up to the cancellation date. Any cancellation charge will be reasonable and subject to mandatory consumer law.
Versys Media may pause or terminate services for material breach, non-payment, abusive conduct, unlawful instructions, security risk, infringement, misuse of systems or repeated failure to provide required information. Where the breach can reasonably be corrected, we may provide written notice and an opportunity to correct it before termination.
On termination, unpaid amounts become immediately payable. Licences and access provided only for an active service may be suspended or withdrawn. Clauses dealing with payment, ownership, confidentiality, liability and dispute resolution continue after termination.
18.1 South African consumers
Where the Consumer Protection Act applies to a fixed-term consumer agreement, the consumer may cancel on 20 Business Days’ written notice, subject to amounts owed up to cancellation and a reasonable cancellation charge. Where an electronic-transaction cooling-off right under ECTA applies, it will be honoured. Statutory exceptions may apply where services began with the consumer’s consent or goods or digital products are custom-made or otherwise excluded.
18.2 United Kingdom consumers
Where the UK Consumer Contracts Regulations apply to a distance contract, a consumer generally has a 14-day cancellation period. If the consumer asks us to begin services during that period, the consumer must pay a proportionate amount for services supplied before cancellation. The right to cancel digital content may end once supply begins with the consumer’s express consent and acknowledgement. Custom-made or personalised goods may be excluded from change-of-mind cancellation rights.
18.3 United States consumers
United States cancellation and refund rights vary by state and product type. The applicable quotation, order terms and mandatory federal or state law will apply. Nothing in these Terms limits a non-waivable consumer right.
19. Returns, refunds, digital products and courses
19.1 Services and custom work
Service fees, deposits and custom-work charges are not refundable merely because the Client changes its mind, changes direction, no longer requires the work or chooses not to use completed Deliverables. This does not limit a mandatory remedy for services not performed with legally required care and skill.
19.2 Physical products
Returns of physical goods are handled under the return instructions supplied with the order and applicable consumer law. Goods must be returned with reasonable care and, where possible, in their original packaging. The Client may be responsible for change-of-mind return shipping where the law permits. Defective, unsafe, incorrectly supplied or misdescribed goods will be handled under the applicable statutory remedies.
19.3 Digital products and courses
Digital products, downloads, templates and course access are non-returnable after download, access or use to the extent permitted by law. If mandatory law provides a cancellation period, we may request express consent to immediate supply and acknowledgement that the cancellation right may be lost once access begins.
If a digital product or course has not been accessed, the Client may submit a refund request within seven calendar days of purchase. Approval remains subject to applicable law, the product terms and verification that no access, download or use occurred.
19.4 Refund processing
Approved refunds are issued to the original payment method unless otherwise agreed. Processing time depends on the payment provider and applicable law. Bank, processor and exchange-rate differences outside our control are not refundable unless required by law.
20. Warranties and disclaimers
Versys Media will perform services with reasonable care and skill. Except for express written commitments and rights that cannot lawfully be excluded, Deliverables and services are provided without additional warranties.
We do not warrant that a website, campaign, AI system, SaaS platform, automation, integration, hosting service or digital product will be uninterrupted, error-free, immune from attack, compatible with every future system or suitable for every undisclosed purpose.
Business, marketing, revenue, ranking, conversion, investment and performance outcomes depend on factors outside our control and are not guaranteed.
21. Limitation of liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive or consequential loss, including lost profit, lost revenue, lost opportunity, loss of goodwill or loss of anticipated savings.
To the maximum extent permitted by law, Versys Media’s total aggregate liability arising from a specific project or service is limited to the amount paid to Versys Media for that affected project or service during the 12 months preceding the event giving rise to the claim.
Versys Media is not responsible for loss caused by Client content, Client or third-party edits, unauthorised access, weak Client credentials, failure to maintain backups, external providers, platform policy changes, force majeure or use outside the agreed scope.
Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any liability or consumer right that cannot lawfully be excluded or limited.
22. Client indemnity
To the extent permitted by law, the Client indemnifies Versys Media against third-party claims, penalties, losses and reasonable costs arising from Client-provided content, data, products, claims, instructions, unlawful marketing lists, infringement, regulatory non-compliance or use of Deliverables for an unlawful or undisclosed high-risk purpose.
This indemnity does not apply to the extent a claim was directly caused by Versys Media’s unlawful conduct, gross negligence or material breach of the Project Terms.
23. Third-party services and subcontractors
Versys Media may use employees, independent contractors, specialist partners, cloud providers and third-party tools to deliver the services. We remain responsible for managing our contracted work but are not responsible for independent third-party services outside our reasonable control.
Third-party terms may apply directly to the Client. The Client must maintain required accounts, licences, billing details and acceptable-use compliance after handover.
24. Force majeure
Neither party is liable for delay or failure caused by circumstances beyond reasonable control, including natural disaster, fire, flood, war, civil unrest, labour disruption, epidemic, government action, power failure, internet failure, cyberattack, cloud outage, platform outage or supplier failure.
The affected party must notify the other where reasonably possible. Timelines will be extended for the duration and reasonable recovery period of the event.
25. Disputes and governing law
The parties should first attempt to resolve a dispute through good-faith written discussion between authorised decision-makers.
The governing law and courts are determined by the contracting entity identified in the quotation or invoice:
- South Africa: South African law applies and the courts of Gauteng, South Africa have jurisdiction.
- United Kingdom: where a UK Versys Media contracting entity is expressly named, the laws of England and Wales apply and the courts of England and Wales have jurisdiction.
- United States: where a United States Versys Media contracting entity is expressly named, the law and courts of the state identified in the quotation or invoice apply.
If no regional entity or governing law is identified, South African law and the courts of Gauteng apply.
A consumer retains the benefit of mandatory consumer protections and access to any mandatory forum available in the consumer’s country or state of residence where those rights cannot lawfully be waived.
26. General provisions
Entire agreement: The Project Terms record the entire agreement concerning the relevant services and replace prior discussions about the same scope.
Changes: A project-specific amendment, waiver, discount or settlement is effective only when confirmed in writing by an authorised representative of Versys Media.
No waiver: A delay or failure to enforce a right does not waive that right. Performing a handover, deployment or additional assistance before payment does not waive payment or ownership terms.
Severability: If part of these Terms is invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary. The remainder continues in effect.
Assignment: The Client may not transfer the agreement without our written consent. Versys Media may assign the agreement as part of a legitimate business transfer or to an affiliated contracting entity, subject to applicable law.
Notices: Project notices, approvals and disputes may be sent to the email addresses used in the quotation, invoice or project correspondence. A party must notify the other of any contact-detail change.
Headings: Headings are for convenience and do not limit interpretation.
27. Contact and business information
Trading name: Versys Media
Website: https://versysmedia.com/
Email: [email protected]
Telephone: +27 71 613 7077
Primary South African business address: 11 The Straight Avenue, Pine Slopes AH, Sandton, Johannesburg, 2194, South Africa
Regional service locations: Johannesburg, Cape Town, London and the United States, as applicable to the relevant quotation or invoice.
Requests concerning privacy or personal information should be submitted using the contact details in our Privacy and Cookie Policy.
Acceptance: By paying a deposit or invoice, accepting a quotation, purchasing a product, requesting immediate digital access or instructing Versys Media to begin or continue work, the Client confirms acceptance of these Trust Agreement and Terms of Service.