Master Terms of Service

Welcome to The Design Hammock! These Master Terms of Service (or "MTS") are the foundation of our working relationship and apply to all the work we do for you.

Think of this document as our main partnership agreement. The specific details of your project—like the scope, timeline, and fees—will be outlined in a Statement of Work (SoW) and our service-specific Addenda.

When you approve a quote or SoW, you're also agreeing to these terms. Together, these documents ensure we're all on the same page and set up for a successful project.

To make sure we're speaking the same language, here are a few terms we'll use:

• "Agreement" refers to this MTS, plus any Addenda and the SoW for your project.
• "Confidential Information" means any private information one of us shares with the other, like business plans, trade secrets, or project details that aren't public knowledge.
• "Deliverable" is the final work product we create for you, as defined in the SoW (e.g., software, a report, or a design).
• "Intellectual Property (IP)" means all copyrights, trademarks, and other proprietary rights.
• "Services" refers to all the work we'll be doing for you, as described in the SoW.

Every project starts with a written SoW that details the scope, deliverables, timeline, and fees. This makes sure we both know exactly what to expect.

• Handling Changes: We know that projects can evolve. If you need to change the scope, just put it in writing. We’ll work with you to assess the impact on the timeline and budget and create a "Change Order." We'll only start on the new work once we’ve both agreed to the updated plan.

All project fees and payment schedules are outlined in your SoW or Quote. Unless we state otherwise, all prices are in South African Rand (ZAR).

• Invoicing: We'll send invoices based on the schedule in the SoW. Payment is due within 14 days.
• Late Payments: We rely on timely payments to keep projects running smoothly. If an invoice is overdue, we may need to pause work and may charge interest on the late amount.
• Third-Party Costs: Your project might require outside services like hosting, domains, or special fonts. You'll be responsible for these costs directly, unless we've explicitly included them in the SoW.

Great projects are built on teamwork. To keep things moving, we'll need your active participation. This means providing us with the necessary materials (like text, logos, or data) and feedback when we need it. We'll refer to these as "Client Materials."

• Your Point Person: To keep communication clear, you’ll appoint a main contact (a “Product Owner”) who can give us instructions and approvals.
• Avoiding Delays: Our timeline depends on our teamwork. If delays on your side impact the schedule, we’ll work with you to create a new timeline, which might involve a Change Order for any additional costs.

This part is simple:

• Your Stuff Stays Yours: Any “Client Materials” you provide to us always remain your property. You just give us the right to use them for your project.
• Our Tools Stay Ours: We use our own pre-existing code, tools, and processes (“Background IP”) to build projects efficiently. These tools remain our property.
• The Deliverable: The specific terms of Intellectual Property transfer depend on the nature of the Services. The applicable SoW and Addendum (e.g., our Development Addendum or Consulting Addendum) will detail the precise terms, whether it’s a full transfer upon final payment for a fixed-scope project, or a progressive transfer for a monthly retainer.
• Third-Party & Open Source: We often use excellent open-source or third-party tools to make your project more powerful and cost-effective. These components have their own licenses, which we’ll pass on to you.

We'll both be sharing sensitive information during the project. We agree to keep all Confidential Information private and won't share it with anyone else unless required by law. This promise lasts even after our project is finished.

We take data protection seriously and will both comply with South Africa's Protection of Personal Information Act (POPIA). When we handle personal data for your project, you're the "Responsible Party" (you control the data) and we're the "Operator" (we process it based on your instructions). We promise to keep that data safe and only use it as needed for your project.

We promise to perform all our work professionally and to a high standard.

• Disclaimer: While we build things to last, technology can be unpredictable. We can’t guarantee our work will be error-free forever, but we do promise to deliver a professional, high-quality product. The specific warranties or Service Level Agreements (SLAs) for your project, if any, will be detailed in the relevant Addendum.

This is a standard legal clause to keep things fair. It means that if something goes wrong, our total financial liability to you is capped at the amount you paid for the specific SoW in question. It also clarifies that neither of us can be held responsible for indirect damages, like lost profits.

This agreement begins as soon as you accept your first SoW and continues until we part ways.

• Ending the Agreement: We hope it never happens, but either of us can end the agreement if the other party breaks a major term and doesn’t fix it within 14 days of being notified.
• Wrapping Up: If the agreement ends, you’ll just need to pay for the work completed up to that point. Once paid, we’ll hand over all the work you own, as defined by the IP terms in the relevant Addendum and SoW.

• Our Relationship: We’re working together as independent contractors. This agreement doesn’t create a partnership or employment relationship.
• Engaging Specialists & Contractors: To deliver the best results, we may engage specialist contractors (such as a certified Scrum Master) or partners to deliver the Services. Our role, responsibilities, and the payment structure for any such contractors (including any partners you engage through us) will be clearly defined in the relevant Statement of Work (SoW) and/or Service Addendum for your project.
• Governing Law: This agreement is governed by the laws of the Republic of South Africa, and we agree that the courts in Pretoria will handle any disputes.
• Resolving Disagreements: If we have a disagreement, we promise to try and resolve it through a good-faith conversation first. If that doesn’t work within 30 days, we can explore mediation before heading to court.
• The Whole Picture: This MTS, along with the Addenda and SoW, is our entire agreement.
• Notices: Any official communication should be in writing and sent to the addresses we’ve provided each other.