Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you (the “Client”, “you”) and Elime (Pty) Ltd (registration number [REGISTRATION NUMBER]), a company incorporated in the Republic of South Africa with its registered office at [REGISTERED OFFICE ADDRESS], South Africa (“Elime”, “we”, “us”).

By accessing elime.co.za, requesting a quote, signing a proposal, or using any of our software, hosting, or development services, you accept these Terms. If you do not accept them, do not use our services.

1. Our services

Elime provides custom software development, AI solutions, SaaS products, managed hosting, and ongoing support. The specific scope, deliverables, timeline, and fees for any engagement will be set out in a signed quote, proposal, or statement of work (each, an “Order”). Where an Order conflicts with these Terms, the Order prevails for that engagement.

2. Quotes and acceptance

Quotes are valid for the period stated on the quote. An engagement begins when you accept an Order in writing (including electronic signature or acceptance via the client portal). Verbal agreements are not binding until confirmed in writing.

3. Fees, invoicing, and payment

• All fees are stated in South African Rand (ZAR) unless otherwise agreed and are exclusive of VAT where applicable.
• Invoices are issued against the milestones and terms set out in the relevant Order and are payable within fourteen (14) days of the invoice date unless stated otherwise.
• Late payments may accrue interest at the prime lending rate plus 2% per annum, calculated daily, and we may suspend work or access to deliverables until outstanding amounts are paid.
• All fees are non-refundable once the corresponding work has been performed, except where required by law.

4. Your responsibilities

You agree to:

• provide timely access to the information, decisions, credentials, and feedback we need to deliver the engagement;
• ensure that any content, data, or materials you give us are lawful and that you have the rights to share them with us;
• keep your client-portal credentials confidential and notify us promptly of any suspected unauthorised access; and
• use our services only for lawful purposes and not in a way that infringes the rights of any third party.

5. Intellectual property

Your content. You retain ownership of all materials, data, and content you provide to us.

Deliverables. On full payment of all fees due under an Order, Elime assigns to you the intellectual-property rights in the custom deliverables created specifically for you under that Order, excluding any pre-existing or third-party materials.

Background IP. We retain ownership of any tools, libraries, frameworks, methodologies, and know-how developed outside of, or independently from, your engagement. We grant you a non-exclusive, perpetual, worldwide licence to use such background IP to the extent it is embedded in the deliverables.

Open source. Deliverables may incorporate open-source software. Your use of that software is governed by its applicable licence terms.

Portfolio rights. Unless we agree otherwise in writing, we may reference your name and a general description of the work for portfolio and marketing purposes.

6. Confidentiality

Each party will keep the other's confidential information confidential and will use it only to perform the engagement. This obligation survives termination. It does not apply to information that is public through no fault of the receiving party, was already known, is independently developed, or is required to be disclosed by law.

7. Warranties and disclaimers

We warrant that our services will be performed with reasonable skill and care. Except for this warranty and any warranties that cannot be excluded by law, our services and deliverables are provided “as is” without any other warranties, express or implied, including fitness for a particular purpose, merchantability, or non-infringement.

8. Limitation of liability

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with any engagement is limited to the fees paid by you to us under the relevant Order in the three (3) months preceding the event giving rise to the claim. We are not liable for any indirect, incidental, consequential, or special damages, including loss of profits, revenue, data, or business opportunities. Nothing in these Terms excludes liability that cannot be excluded by law.

9. Termination

Either party may terminate an engagement for material breach if the breach is not remedied within fourteen (14) days of written notice. On termination, you will pay for all work performed and expenses incurred up to the effective date of termination. Clauses that by their nature should survive termination (including sections 5, 6, 7, 8, and 10) will survive.

10. Governing law and disputes

These Terms are governed by the laws of the Republic of South Africa. The parties submit to the exclusive jurisdiction of the South African courts. Before commencing legal proceedings, the parties will attempt to resolve any dispute in good faith.

11. Changes to these Terms

We may update these Terms from time to time. The updated version takes effect when published on this page. If the changes are material, we will make reasonable efforts to notify active clients. Your continued use of our services after an update constitutes acceptance of the updated Terms.

12. Contact

Questions about these Terms? Email us at hello@elime.co.za.

See also our Privacy Policy.