Kotei Designs

Terms & Conditions

Effective Date: 24 August 2026
Jurisdiction: Republic of South Africa

1. Introduction and Application

These Terms & Conditions govern the provision of products and services by Kotei Designs ("Kotei Designs", "we", "us" or "our") to its clients ("the Client", "you" or "your").

These Terms apply to services and products offered by Kotei Designs, including, where applicable:

• Brand strategy;

• Brand identity design;

• Logo design;

• Graphic design;

• Website design;

• Website hosting and maintenance;

• Website-related services;

• Marketing and promotional design;

• Social-media design;

• Packaging design;

• Print design;

• Printed materials, including flyers, banners, stickers, uniforms and related products;

• Digital design products;

• Consultations; and

• Other creative, branding, design, print or related services offered by Kotei Designs.

The specific scope, deliverables, pricing, payment structure, timeline and other project-specific requirements will be set out in the applicable quotation, proposal and/or client contract.

All client engagements are intended to be governed by a written contractual agreement. These Terms may be incorporated into, attached to or referenced by that agreement.

Nothing in these Terms is intended to unlawfully exclude or limit any right or remedy available under applicable South African law.

2. Contractual Engagement and Acceptance

Kotei Designs requires a clear record of the agreement between itself and each client.

A project will ordinarily commence only after:

1. The Client has received the applicable quotation, proposal or agreement;

2. The Client has had a reasonable opportunity to review the applicable terms;

3. The required contract or agreement has been signed or otherwise lawfully accepted by both parties;

4. Any required initial payment or deposit has been received; and

5. Kotei Designs has confirmed that the project may proceed.

Where a client accepts a quotation, makes payment or otherwise confirms an engagement, such conduct may constitute evidence of agreement where recognised by applicable law. However, Kotei Designs' standard practice is to document the engagement contractually to protect both parties.

The Client and Kotei Designs acknowledge the importance of maintaining written records of material agreements, approvals, changes and communications.

3. Quotations and Pricing

Unless otherwise stated in writing, quotations issued by Kotei Designs remain valid for 14 calendar days from the date of issue.

A quotation may be withdrawn, revised or replaced if:

• The quotation expires before acceptance;

• The Client changes the requested scope before acceptance;

• The Client requests additional products or services;

• Information supplied by the Client materially changes;

• A pricing error is identified; or

• Circumstances outside Kotei Designs' reasonable control materially affect the cost of providing the products or services.

If the Client materially changes the requested scope before accepting a quotation, Kotei Designs may issue a revised quotation.

Prices will be those stated in the applicable quotation or contract unless amended by written agreement.

4. Scope of Work

Kotei Designs will provide the products and services described in the applicable written agreement.

The Client understands that Kotei Designs is responsible only for work expressly included within the agreed scope.

Any request for:

• Additional deliverables;

• Additional design concepts;

• Additional pages or website functionality;

• Additional printing requirements;

• Substantial changes to the approved brief;

• Additional revision rounds;

• Additional products or services; or

• Other work outside the original agreement, may constitute additional work and may require a revised quotation, additional payment and/or an extension of the delivery timeline. Kotei Designs will endeavour to communicate material additional costs before undertaking additional work.

5. Client Responsibilities

The Client agrees to cooperate reasonably with Kotei Designs and to provide information, materials, instructions and approvals reasonably required for the project.

This may include:

• Accurate business information;

• Project briefs;

• Copy and written content;

• Images, photographs or videos;

• Brand information;

• Product information;

• Website information;

• Required access credentials;

• Feedback;

• Approvals;

• Payment information; and

• Other information reasonably necessary to perform the agreed services.
  

The Client is responsible for ensuring that information and materials supplied to Kotei Designs are accurate and that the Client has the necessary rights, permissions or authority to provide and authorise the use of those materials.

Kotei Designs will not be responsible for losses arising from inaccurate, incomplete, unlawful or unauthorised materials supplied by the Client.

6. Project Timelines and Delays

Any project timeline or delivery date provided by Kotei Designs is an estimate unless expressly stated otherwise in the applicable contract.

Kotei Designs will use reasonable efforts to perform and complete services within the agreed or reasonably expected timeframe.

The Client acknowledges that timelines may be affected by factors including:

• Delays in receiving information or materials;

• Delayed feedback or approvals;

• Changes to the project scope;

• Additional revision requests;

• Technical issues;

• Third-party supplier delays;

• Printing or production delays;

• Website, hosting or platform issues;

• Circumstances beyond Kotei Designs' reasonable control; and

• Other unforeseen circumstances.
  

Where Kotei Designs becomes aware of an unavoidable material delay, it will communicate the delay to the Client and, where reasonably possible, provide an updated estimated timeline.

7. Client Delays and Project Suspension

If the Client fails to provide required feedback, information, approvals, materials or communication for 10 consecutive working days, Kotei Designs may place the project on hold in accordance with the applicable Refund & Cancellation Policy.

Where applicable, reactivation of a project placed on hold may require payment of a reactivation fee equal to 10% of the total project value.

Reactivation will also be subject to Kotei Designs' availability and may require an amended delivery schedule.

A Client-caused delay does not constitute a failure by Kotei Designs to perform the agreed services.

8. Payments

Unless otherwise agreed in writing:

• Project-based services require payment in accordance with the agreed quotation or contract;

• Where a 50% deposit arrangement applies, the deposit must be paid before work commences;

• The remaining balance is payable before final deliverables are released unless an alternative written payment arrangement has been agreed;

• Ongoing or monthly services must be paid according to the applicable billing terms; and

• No payment arrangement will be assumed unless documented in writing.
  

The Client remains responsible for all amounts lawfully due under the applicable agreement.

9. Monthly Premiums, Instalments and Ongoing Services

Kotei Designs may offer certain products or services through monthly premium, instalment or ongoing payment arrangements.

For example, a website package may combine:

• A portion of the website design cost; and

• Ongoing costs associated with hosting, domains, maintenance or related services.
  

The applicable contract will clearly set out, where relevant:

• The monthly amount payable;

• The payment due date;

• The duration or expected duration of any design-cost component;

• The ongoing service component;

• What happens once any initial design cost has been fully paid;

• The services included in the monthly payment;

• Any cancellation terms; and

• Any lawful consequences of late or missed payment.
  

Once an initial design-cost component has been fully paid, the monthly amount may reduce to the agreed ongoing service premium where this has been expressly provided for in the applicable contract.

Kotei Designs will not treat a payment arrangement as giving the Client unrestricted ownership or rights beyond those expressly agreed.

Any arrangement involving deferred payment, instalments, charges, interest or fees will be subject to applicable South African law.

10. Late and Missed Payments

A payment is due on the date specified in the applicable invoice or contract.

If payment is not received by the due date, the Client will ordinarily be given 7 calendar days to remedy the non-payment, subject to the terms of the applicable agreement and applicable law.

Kotei Designs may send written reminders and retain records of payment communications.

After the applicable 7-day period, Kotei Designs may, where lawful and appropriate:

• Suspend further work;

• Withhold deliverables;

• Suspend ongoing services;

• Take a website or other hosted service offline;

• Restrict access to services dependent on continued payment;

• Apply a lawfully permitted and properly disclosed late-payment charge or other charge;

• Require payment of outstanding amounts before services resume; or

• Take further lawful steps to recover amounts due.
  

Where a website or other ongoing service is suspended because of non-payment, Kotei Designs will restore the service after the outstanding amount and any lawfully applicable charges have been settled, subject to technical requirements and service availability.

Suspension for non-payment does not automatically cancel the Client's outstanding payment obligations.

11. Continued Non-Payment and Debt Recovery

If a Client continues to refuse or fails to settle an undisputed amount lawfully due after reasonable written notice and an opportunity to remedy the default, Kotei Designs may consider further lawful recovery action.

Depending on the circumstances, this may include:

1. Issuing a formal written demand;

2. Attempting to resolve the matter through documented communication;

3. Negotiating a payment arrangement where appropriate;

4. Referring the matter to an appropriately authorised debt-collection or legal professional; or

5. Instituting legal proceedings where appropriate and lawful.
   

Kotei Designs will not threaten or undertake unlawful collection practices.

Any legal costs, collection costs, interest or other enforcement charges will only be claimed to the extent lawfully recoverable and permitted under the applicable agreement and South African law.

12. Revisions and Changes

Unless otherwise specified in writing, Kotei Designs provides three rounds of revisions for applicable design projects.

A revision is intended to refine the agreed creative direction.

A revision does not necessarily include:

• The creation of an entirely new design direction;

• Restarting the project;

• Reversing previously approved decisions;

• Replacing the original brief with a materially different brief; or

• Unlimited additional design work.
  

Work outside the agreed revision allowance may be quoted and charged separately.

13. Intellectual Property

Unless otherwise agreed in writing, Kotei Designs retains ownership of:

• Preliminary concepts;

• Unused concepts;

• Rejected concepts;

• Working files;

• Drafts;

• Internal processes;

• Templates;

• Methods;

• Design systems not specifically transferred;

• Internal tools; and

• Other materials created by Kotei Designs that are not expressly identified as final deliverables transferred to the Client.
  

Subject to full payment and the applicable contract, the Client will receive the agreed ownership or usage rights in the final approved deliverables.

No intellectual-property ownership or licence will transfer merely because a concept, draft or preliminary design was presented to the Client.

Where a project is cancelled or refunded, rights to use the affected work will be governed by the Refund & Cancellation Policy and applicable agreement.

14. Third-Party Assets and Licences

Some projects may involve third-party materials, including:

• Fonts;

• Stock images;

• Stock videos;

• Mock-ups;

• Templates;

• Plugins;

• Software;

• Hosting infrastructure; or

• Other licensed resources.
  

Where Kotei Designs incorporates third-party materials, their use remains subject to the applicable licence terms.

The Client may be responsible for complying with any licence restrictions applicable to the final use of those materials.

Kotei Designs will not transfer rights that it does not legally own or have authority to transfer.

15. Source and Editable Files

Editable or source files will be supplied only where they are expressly included in the agreed package or otherwise agreed in writing.

Unless expressly agreed, the Client is entitled only to the final deliverables specified in the applicable contract.

Kotei Designs is not required to provide internal working files, drafts or source materials that were not included in the agreed scope.

16. Printing and Physical Products

Where Kotei Designs designs, arranges, produces or supplies printed or physical products, including flyers, banners, uniforms, stickers or other materials, the Client acknowledges that:

• Production may involve third-party suppliers;

• Colour may vary between digital displays and physical printing;

• Reasonable variations may occur because of printing processes, materials, finishes and production methods;

• Final production timelines may depend on supplier capacity and other factors;

• The Client is responsible for reviewing and approving final artwork where approval is required; and

• Errors approved by the Client before production may not be correctable without additional cost.
  

Kotei Designs will use reasonable efforts to ensure that the agreed products are produced in accordance with the applicable specification and quality reasonably expected in the circumstances.

Nothing in this clause limits any rights that cannot lawfully be excluded.

17. Portfolio and Promotional Rights

Unless otherwise agreed through a written confidentiality restriction, Kotei Designs may display completed and publicly presentable work in its:

• Portfolio;

• Website;

• Social-media platforms;

• Promotional materials;

• Case studies;

• Presentations; and

• Other marketing materials.
  

This may include displaying the Client's business name, logo, completed work or a description of the project.

Kotei Designs will take reasonable account of agreed confidentiality restrictions and will not intentionally publish confidential information supplied solely for the purpose of performing the project.

Where the proposed use involves personal information or other protected information requiring additional permission, Kotei Designs will deal with that information in accordance with its Privacy Policy, applicable agreements and applicable law.

18. Confidentiality

Each party should treat confidential information received from the other party in connection with a project as confidential unless:

• The information is already publicly available;

• The owner of the information authorises disclosure;

• Disclosure is necessary to perform the agreed services;

• Disclosure is required by law; or

• Another lawful basis for disclosure applies.
  

Specific confidentiality obligations may be expanded or modified in a separate written confidentiality agreement.

19. Privacy and Personal Information

Kotei Designs processes personal information in accordance with its applicable Privacy Policy and relevant South African law.

The Client acknowledges that Kotei Designs may need to process personal and business information in order to:

• Communicate with the Client;

• Provide services;

• Manage projects;

• Process payments;

• Maintain records;

• Enforce contractual rights; and

• Meet legal obligations.
  

The Client should review the Kotei Designs Privacy Policy for further information about the collection and processing of personal information.

20. No Guarantee of Commercial Results

Kotei Designs provides professional creative and design services. It does not guarantee:

• Sales;

• Revenue;

• Profit;

• Business growth;

• Customer acquisition;

• Social-media growth;

• Market share;

• Investment;

• Commercial success; or

• Any other specific business result.
  

The Client acknowledges that the success of a business or brand depends on numerous factors beyond the control of Kotei Designs.

21. Limitation of Liability

To the fullest extent permitted by applicable law, Kotei Designs will not be liable for indirect, consequential or special losses arising from the use of its products or services, including loss of profits, revenue, opportunity, goodwill or anticipated business results.

Kotei Designs will also not be responsible for losses arising primarily from:

• The Client's inaccurate or incomplete information;

• Client delays;

• The Client's failure to obtain necessary permissions;

• Unauthorised materials supplied by the Client;

• Changes made by the Client or third parties after delivery;

• Third-party platform failures;

• Hosting or domain-provider failures;

• Payment-provider failures;

• Social-media platform actions or outages;

• Internet or telecommunications failures;

• Third-party software failures; or

• Events beyond Kotei Designs' reasonable control.
  

Nothing in these Terms excludes liability where liability cannot lawfully be excluded or limited.

Any limitation of liability will be interpreted subject to applicable South African consumer-protection and other mandatory laws.

22. Cancellation and Refunds

Cancellations and refunds are governed by the applicable Kotei Designs Refund & Cancellation Policy, together with the terms of the relevant client contract and applicable law.

The Client should review the Refund & Cancellation Policy before entering into an agreement.

Where applicable law grants the Client rights that differ from a provision of the Refund & Cancellation Policy, applicable law will prevail to the extent of the conflict.

23. Force Majeure and Events Beyond Reasonable Control

Neither party will be responsible for a failure or delay caused by circumstances beyond that party's reasonable control, provided that the affected party takes reasonable steps to communicate the circumstances and mitigate the effects where reasonably possible.

Such circumstances may include:

• Natural disasters;

• Fire;

• Flood;

• Serious power or telecommunications failures;

• Major cyber incidents;

• Government action;

• Civil unrest;

• Labour disruptions;

• Widespread infrastructure failures; and

• Other unforeseen events beyond reasonable control.
  

This clause does not automatically excuse payment obligations for services or products already properly supplied, except where applicable law provides otherwise.

24. Documented Communications and Records

Kotei Designs places importance on maintaining clear records of material project communications.

Important matters may include:

• Acceptance of quotations;

• Signed agreements;

• Changes to scope;

• Payment arrangements;

• Payment reminders;

• Project approvals;

• Revision requests;

• Cancellation notices;

• Refund requests;

• Delivery confirmations; and

• Dispute notices.
  

Kotei Designs may retain relevant records including:

• Signed contracts;

• Emails;

• Written WhatsApp Business communications;

• Invoices;

• Payment confirmations;

• Written approvals;

• Project-management records; and

• Other relevant written or electronic records.
  

Where a matter is important to the contractual relationship, Kotei Designs may request confirmation through email, a signed document or another recordable form of communication.

Verbal discussions may be followed up with written confirmation to reduce the risk of misunderstanding.

Nothing in this clause prevents a court or other lawful authority from assessing the reliability and evidential value of communications according to applicable law.

25. Disputes and Good-Faith Resolution

If a dispute arises, the parties agree to first attempt to resolve it through a documented and good-faith process.

The following process will ordinarily apply:

Step 1: Written Notice

The party raising the dispute should provide written notice describing:

• The nature of the dispute;

• The relevant facts;

• The relief or outcome sought; and

• Any supporting information reasonably available.

Step 2: Good-Faith Discussion

The parties will attempt to discuss the dispute and reach a reasonable resolution.

Material proposals and agreed outcomes should be documented in writing.

Step 3: Alternative Resolution

If the dispute cannot reasonably be resolved through direct discussion, the parties may consider mediation or another appropriate dispute-resolution process.

Any settlement or resolution reached should be recorded in writing.

Step 4: Formal Action

If the matter remains unresolved, either party may pursue any lawful remedy available to them, including appropriate legal proceedings, subject to applicable law.

Nothing in these Terms prevents either party from seeking urgent legal relief where reasonably necessary.

26. Governing Law

These Terms and the contractual relationship between Kotei Designs and the Client will be governed by the laws of the Republic of South Africa.

Any dispute will be dealt with through the applicable South African legal framework, subject to any mandatory consumer-protection or other legal rights.

27. Relationship Between Policies and Contracts

The following documents may apply to a client engagement:

• The signed Client Contract or Service Agreement;

• The applicable quotation or proposal;

• These Terms & Conditions;

• The Refund & Cancellation Policy;

• The Privacy Policy;

• Any Intellectual Property terms;

• Any Cookie Policy; and

• Any additional written agreement specifically applicable to the project.
  

Where there is a conflict, the signed project-specific agreement will ordinarily govern the specific project, subject to applicable law.

28. Amendments

Kotei Designs may update these general Terms & Conditions from time to time.

However, a change to these general Terms will not automatically alter the terms of an existing signed contract unless the parties agree to the change or applicable law permits otherwise.

The version incorporated into or referenced by the applicable client agreement will ordinarily govern that engagement.

29. Severability

If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law or, where necessary, severed from the remaining Terms.

The remaining provisions will continue to operate to the extent legally possible.

30. Entire Agreement

The applicable signed client contract, together with the documents expressly incorporated into it, constitutes the agreement governing the relevant project.

The parties should not rely on informal statements or assumptions that are not recorded in the applicable agreement where those statements materially contradict the written terms.

Any material amendment to the project should be recorded in writing.

31. Client Acknowledgement

By signing the applicable agreement, the Client acknowledges that they have had a reasonable opportunity to review the terms applicable to the project.

The Client further acknowledges that they understand, where applicable:

• The agreed scope of work;

• The payment obligations;

• The project timeline;

• The revision allowance;

• The cancellation and refund terms;

• The consequences of late payment;

• The conditions for release of final deliverables;

• The applicable intellectual-property arrangements; and

• The applicable rights and responsibilities of both parties.

Kotei Designs
South Africa