These Terms of Engagement (“Terms”) govern the provision of services by Threnly, the international web-design studio operated by CipherShift (Pty) Ltd (“Threnly”, “we”, “us”, “our”), to the client identified on the relevant invoice or service request (“Client”, “you”, “your”). Together with the issued invoice and any signed brief or quote, these Terms constitute the complete agreement between the parties.
1. Acceptance
1.1. You accept these Terms by any one of the following acts:
- confirming your agreement in writing — by email or message;
- paying the deposit set out on the invoice; or
- instructing us to commence work.
1.2. Any of the above constitutes binding acceptance. You confirm that you are authorised to enter into this agreement on behalf of yourself or the business you represent.
2. Scope of services
2.1. The services we will deliver are those listed on the invoice, the referenced quote, or any signed brief.
2.2. Variations to scope (“scope changes”) must be agreed in writing — email is sufficient. Scope changes may attract additional fees and adjusted timelines, which we will quote in writing before commencing work on them.
3. Fees and payment
3.1. Fees are as set out on the invoice and are quoted in the currency stated there (typically US Dollars unless agreed otherwise).
3.2. Deposit. Unless otherwise stated, 50% of the project total is payable on receipt of invoice. Work commences once the deposit has cleared.
3.3. Balance. The remaining 50% is payable on delivery and before handover of final files, credentials, source code, or any production access.
3.4. Pass-through costs. Third-party fees (e.g. domain registration, paid fonts, plugins, hosting, or platform fees) are billed at cost and are non-refundable once paid to the relevant third party.
3.5. Late payment. Balances unpaid more than 7 (seven) days after delivery attract a late fee of 2% per week, compounded weekly, on the outstanding amount.
3.6. Taxes. Fees are exclusive of any taxes, duties or withholdings. You are responsible for any sales tax, VAT, GST, or withholding tax applicable in your jurisdiction. Where a withholding applies, the amount payable to us shall be grossed up so that we receive the full invoiced amount.
3.7. Bank charges and currency. You bear any bank transfer fees, intermediary charges, and currency-conversion costs. You are responsible for verifying our banking details, which are provided on the invoice, before payment.
4. Delivery and timelines
4.1. Timelines stated on the invoice, quote or brief are estimates in business days, calculated from the later of (i) receipt of the deposit and (ii) receipt of all required content, brand assets, and approvals from you.
4.2. Where the project depends on third parties (including domain registrars, hosting providers, or platforms), delays caused by those third parties are outside our control and are not grounds for refund, penalty, or rescheduling at our cost.
4.3. Delays caused by you — including failure to provide content, brand assets, approvals, or responses to queries within 3 (three) business days — may extend the delivery timeline by an equivalent period.
5. Revisions
5.1. Each major deliverable includes two (2) rounds of revisions at no additional cost, provided requests are submitted in writing within 7 (seven) days of delivery of the draft.
5.2. Additional revision rounds are charged at our prevailing hourly rate, quoted in writing and agreed before commencement.
5.3. Substantial changes — for example, complete redesigns after a draft has been approved, or pivots in business direction — are not revisions and will be quoted separately as scope changes.
6. Client responsibilities
You are responsible for:
- providing accurate, complete, and lawful information, content, and brand assets;
- responding to queries and approval requests within 3 (three) business days;
- ensuring you have the legal right to use any content (text, images, logos, fonts, music, etc.) you provide to us, and indemnifying us against any third-party claims arising from material you have supplied;
- maintaining the confidentiality of any login credentials and access information provided to you; and
- acting in good faith and treating our team with reasonable professional courtesy.
We are not liable for delays, defects, or losses arising from incomplete, inaccurate, late, or unlawful information or content provided by you.
7. Intellectual property
7.1. On receipt of full payment, ownership of the final deliverables (website code, design files, brand assets, and custom-written copy) transfers to you. We hand over source files and credentials on receipt of the final balance, never before.
7.2. Until full payment, all work — including drafts, source files, and credentials — remains our property.
7.3. Third-party assets (stock images, fonts, plugins, templates, hosted platforms) remain licensed under the terms of the original provider. Some may carry ongoing licence fees, which become your responsibility post-handover.
7.4. Our toolkit. We retain ownership of, and may continue to use on future projects, any code libraries, automation scripts, internal templates, methodologies, processes, and frameworks we developed independently of, or in the course of, your project.
8. Portfolio, case study, and testimonial rights
8.1. Portfolio licence. You grant Threnly a perpetual, royalty-free, worldwide, non-exclusive licence to display, reproduce, and reference the following in our portfolio, marketing materials, website, social media, and pitches:
- the delivered work, including screenshots, designs, and code samples;
- your business name, logo, and trade marks (limited to identifying you as a client); and
- the project as a written or visual case study.
8.2. Case study participation. You agree to take part in the production of a short written case study about the project, answering a brief set of written questions within 14 (fourteen) days of delivery.
8.3. Testimonial. You agree to provide a written or short-form video testimonial about your experience with Threnly within 30 (thirty) days of delivery. We will provide prompts to make this straightforward.
8.4. Confidential information. Anything you mark as confidential (financials, internal strategy, customer data, proprietary processes) will not appear in any case study or marketing material without your express written consent.
9. Confidentiality
9.1. Each party agrees to keep confidential any non-public information disclosed by the other in the course of the project, except where disclosure is required by law or a regulatory authority. This clause survives termination indefinitely.
10. Data protection
10.1. We handle personal data in line with the EU GDPR, the UK GDPR, and other applicable international data-protection laws, as described in our Privacy Policy.
10.2. Where we process personal data on your behalf (for example, data within a system we build for you), we do so as your processor, only on your documented instructions, and we will enter into a separate data-processing agreement on request.
10.3. You consent to our retention of project records, communications, and deliverables for the period required by applicable tax and corporate law.
11. Cancellation and termination
11.1. Cancellation by you. You may cancel at any time by written notice. The deposit is non-refundable once work has commenced. Any work completed beyond the deposit value will be invoiced at our prevailing hourly rate (confirmed in writing) and is payable immediately on cancellation.
11.2. Termination by us. We may terminate the engagement if you fail to meet your obligations — including non-payment, failure to provide content, or non-responsiveness — after 14 (fourteen) days’ written notice in which the failure remains unremedied. You remain liable for all fees up to the point of termination.
11.3. Material breach. Either party may terminate immediately if the other commits a material breach not remedied within 14 days of written notice.
11.4. Survival. Clauses governing intellectual property, portfolio rights, confidentiality, data protection, limitation of liability, and governing law survive termination.
12. Limitation of liability
12.1. Our total cumulative liability under this agreement — whether in contract, tort, statute, or otherwise — is limited to the total fees paid by you under the relevant invoice.
12.2. We are not liable for any indirect, consequential, or special losses, including loss of profits, revenue, business opportunity, data, or goodwill.
12.3. Nothing in these Terms excludes or limits our liability for fraud, gross negligence, wilful misconduct, or any liability that cannot lawfully be excluded.
13. General
13.1. Governing law. This agreement is governed by the laws of the Republic of South Africa, where CipherShift (Pty) Ltd is incorporated, without regard to conflict-of-law rules.
13.2. Dispute resolution. The parties will first attempt to resolve any dispute in good faith. Failing that, the dispute will be finally resolved by arbitration conducted in English, which may be held remotely. This does not prevent either party from seeking urgent interim relief from a competent court.
13.3. Entire agreement. This agreement, together with the invoice and any signed brief or written quote, constitutes the entire agreement between the parties and supersedes all prior representations and discussions.
13.4. Variations. No variation is effective unless made in writing and confirmed by both parties.
13.5. Severability. If any clause is held invalid or unenforceable, the remaining clauses continue in full force.
13.6. No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
13.7. Force majeure. Neither party is liable for failure to perform caused by events beyond reasonable control (including natural disaster, civil unrest, government action, power or internet outages, or pandemic).
13.8. Notices. Any formal notice must be sent in writing to the email address recorded on the invoice, and is deemed received on the next business day after sending.
13.9. Assignment. You may not assign your rights under this agreement without our prior written consent. We may assign our rights and obligations on written notice to you.
Threnly — the international arm of CipherShift (Pty) Ltd
hello@threnly.com
threnly.com
By accepting these Terms (per clause 1), you confirm that you have read, understood, and agree to be bound by them. This document is provided for transparency and does not constitute legal advice. If you are unsure about any clause, seek independent legal counsel.