These Terms of Service ("Terms") govern the engagement of services from M.Y Tech Guys (Pty) Ltd (registration number 2018/377867/07) ("MTG", "we", "us", "our") by any individual or entity ("Client", "you", "your") who accepts a formal quote, signs a Statement of Work, or otherwise engages MTG to perform services. By instructing us to proceed, you agree to these Terms.
1. Scope of services
MTG provides technology services to South African businesses, including but not limited to: website design and development, e-commerce solutions, AI automation, mobile application development, IT support and maintenance, payroll software (MYWorkSuite), cloud backup and infrastructure, and WhatsApp API integration.
The precise scope of services for each engagement is agreed in a written quote or Statement of Work ("SOW") accepted by both Parties. These Terms govern all such engagements. In the event of conflict between a specific SOW and these Terms, the SOW prevails for the engagement it describes, except that the provisions on intellectual property, liability, POPIA, and governing law in these Terms always apply.
MTG is not VAT-registered. No VAT is added to any invoice.
2. Payment terms
2.1 Fixed-price quotes
All engagements are priced on a fixed-quote basis following a discovery and scoping phase. A quote is valid for 14 calendar days from the date of issue unless a shorter validity is stated on the quote document. A quote does not constitute a binding offer until accepted in writing by the Client.
2.2 Deposit
Acceptance of a quote requires payment of a 50% deposit of the total quoted amount before work commences. MTG reserves the right to withhold commencement of any work until the deposit is received and cleared.
2.3 Milestone billing
For projects of R20,000 and above, or where milestones are defined in the SOW, MTG invoices in milestone tranches as specified in the SOW. Each milestone invoice is due and payable within 7 (seven) calendar days of issue unless the SOW states otherwise.
2.4 Final payment
The balance of any fixed quote is due and payable on practical completion — that is, when the deliverable is delivered to the Client for review, or when the Client confirms acceptance in writing, whichever is earlier.
2.5 Acceptance period
Unless the Client notifies MTG in writing of specific, itemised non-conformance within 5 (five) business days of delivery, the deliverable is deemed accepted and the final invoice becomes immediately due.
2.6 Late payment
Amounts not paid by the due date accrue interest at the prime overdraft rate quoted by Standard Bank of South Africa plus 2% per annum, calculated daily, without prejudice to any other remedy.
2.7 Suspension
MTG may suspend active work on any engagement if any invoice is more than 14 days overdue. Work resumes only when the overdue amount is settled in full. Any delay to the project caused by a payment suspension is not MTG's liability.
2.8 Cancellations and refunds
Our cancellation and refund terms for project engagements — including what happens to your deposit if you cancel before or after work commences — are set out in our Refund Policy, which forms part of these Terms. Nothing in the Refund Policy reduces any right you have under the Consumer Protection Act, 68 of 2008, that cannot lawfully be waived.
3. Intellectual property
3.1 Client ownership on full payment
Subject to clause 3.2, all bespoke work product created specifically for the Client under an SOW — including source code, design files, copy, and compiled deliverables — vests in the Client upon receipt of full payment of all amounts due under that SOW.
3.2 MTG retained rights
MTG retains:
- Ownership of all pre-existing materials, tools, frameworks, libraries, templates, and know-how created or owned by MTG before the commencement of an engagement ("Background IP").
- A non-exclusive, perpetual, royalty-free licence to any Background IP incorporated into Client deliverables (to the extent necessary to use those deliverables).
- The right to display completed work in MTG's portfolio, case studies, and marketing materials, unless the Client requests in writing prior to project start that the engagement be kept confidential.
- Rights in any generic, reusable components not specific to the Client's business.
3.3 Open-source components
Where deliverables incorporate open-source software, those components remain governed by their respective open-source licences. MTG will identify significant open-source dependencies in the relevant SOW or technical specification on request.
3.4 IP warranty
MTG warrants that deliverables produced by MTG (excluding Client-supplied content and third-party components) do not, to MTG's knowledge, infringe the intellectual property rights of any third party.
3.5 Client-supplied content
The Client warrants that all content, data, images, logos, and materials supplied to MTG for use in a project are lawfully owned by or licenced to the Client, and that their use by MTG for the purposes of the project does not infringe any third party's rights. The Client indemnifies MTG against any claim arising from Client-supplied content.
4. Warranty and guarantee
4.1 Skill and care
MTG warrants that all services will be performed with reasonable skill and care by appropriately qualified personnel.
4.2 Defect period
For website and software development engagements, MTG provides a 30-day defect-correction period from the date of project acceptance. During this period, MTG will correct, at no additional charge, any material defects that are attributable to MTG's work and that existed at the time of delivery. This warranty does not cover defects caused by Client modifications, third-party software updates, hosting provider changes, or changes in the Client's business requirements after acceptance.
4.3 Exclusions
Beyond the above, services and deliverables are provided "as is" to the extent permitted by law. MTG does not warrant that any deliverable will be uninterrupted, error-free, or fit for any purpose beyond that described in the SOW.
4.4 Consumer Protection Act
Nothing in these Terms limits any rights the Client may have under the Consumer Protection Act 68 of 2008 that cannot lawfully be waived.
5. Limitation of liability
5.1 Cap on direct damages
MTG's total cumulative liability to the Client for direct damages arising from or in connection with any single engagement (whether in contract, delict, or otherwise) is capped at the total fees actually paid by the Client to MTG under that engagement in the 12 months preceding the event giving rise to the claim.
5.2 Exclusion of indirect damages
To the extent permitted by law, MTG is not liable for any indirect, consequential, incidental, or special loss or damage, including loss of revenue, loss of profit, loss of data, loss of business, or loss of anticipated savings, whether or not such loss was foreseeable or MTG had been advised of the possibility.
5.3 Exceptions to cap
The cap in clause 5.1 and the exclusion in clause 5.2 do not apply to liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be excluded or limited by South African law.
6. Protection of Personal Information (POPIA)
6.1 Client as Responsible Party
Where the Client provides MTG with personal information about the Client's own customers, employees, or other data subjects for processing in the course of a project, the Client remains the Responsible Party under the Protection of Personal Information Act 4 of 2013 ("POPIA"). MTG processes such information as an Operator on the Client's documented instructions.
6.2 MTG's obligations as Operator
As Operator, MTG will:
- Process personal information only to the extent necessary to perform the services described in the SOW.
- Implement reasonable technical and organisational security measures to protect personal information against unauthorised access, loss, or destruction, consistent with section 19 of POPIA.
- Ensure that any subcontractors or personnel who access personal information are bound by equivalent confidentiality obligations.
- Notify the Client without undue delay on becoming aware of a security compromise or data breach involving the Client's personal information.
- At the conclusion of the engagement, destroy or return to the Client all personal information processed on the Client's behalf, as agreed between the Parties.
- Not disclose the Client's personal information to any third party except as required to perform the services or as required by law.
6.3 Contact data collected from the Client
Personal information that the Client provides to MTG for the purpose of contracting with MTG (contact details, billing information) is processed by MTG as a Responsible Party and is governed by MTG's Privacy Policy.
6.4 Information Officer
MTG's Information Officer for POPIA purposes is Sbusiso Mkhonza, contactable at info@techguys.co.za.
7. Dispute resolution
7.1 Good-faith negotiation
In the event of a dispute arising out of or in connection with these Terms or any SOW, the Parties shall first attempt to resolve the dispute by good-faith negotiation between duly authorised representatives within 14 (fourteen) calendar days of either Party delivering written notice of the dispute to the other.
7.2 Referral to South African courts
If the dispute is not resolved within the 14-day negotiation period, either Party may refer the dispute to the South African courts of competent jurisdiction. The Parties consent to the jurisdiction of the Magistrates' Court or High Court of the Mpumalanga Division (Mbombela), as appropriate to the quantum and nature of the claim.
7.3 Costs
In any proceedings arising from a dispute, costs follow the outcome unless a court orders otherwise.
8. Governing law
These Terms and all engagements governed by them are subject to the laws of the Republic of South Africa, without regard to conflict-of-law principles.
9. Changes to these Terms
MTG may update these Terms from time to time to reflect changes in its services, business practices, or applicable law. The "Last updated" date at the top of this page reflects the most recent revision.
Where a material change is made, MTG will use reasonable efforts to notify active Clients. Your continued engagement with MTG after a change has been published constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you must notify MTG in writing before the changes take effect.
General provisions
Entire agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the Parties in respect of the services they cover, and supersede all prior representations, understandings, and agreements relating to the same subject matter.
Variation. No variation of these Terms or any SOW is effective unless made in writing and signed or expressly accepted (by email) by authorised representatives of both Parties.
Severability. If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that provision will be severed to the minimum extent necessary, and the remaining provisions will continue in full force.
No waiver. Failure by either Party to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision or any other provision in the future.
Force majeure. MTG is not in breach for any delay or failure to perform caused by circumstances beyond its reasonable control, including load-shedding, network infrastructure failure, epidemic, government action, or natural disaster, provided MTG gives the Client prompt written notice and uses reasonable efforts to mitigate the impact.
Contact
Questions about these Terms?
- Email: info@techguys.co.za
- Phone: 072 730 1790
- Information Officer (POPIA): Sbusiso Mkhonza — info@techguys.co.za
- Registered entity: M.Y Tech Guys (Pty) Ltd · Reg. 2018/377867/07