Legal
Terms of Service
Last updated: 24 March 2026
1. About These Terms
These Terms of Service (“Terms”) govern your use of the Grapefruit website at www.grapefruit.africa and the professional services provided by Grapefruit (“we”, “us”, “our”).
Grapefruit is a digital transformation agency. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or engage our services.
For clients who have entered into a formal project agreement with us, the terms of that agreement take precedence over these Terms where there is a conflict. These Terms apply to all other aspects of the relationship not covered by a project agreement.
2. Our Services
Grapefruit designs and delivers bespoke digital solutions for businesses. Our service offering spans three capability areas:
- Digital Presence & Brand Identity — high-performance, SEO-optimised websites and web frontends built for conversion and credibility
- Conversational Automation — integration of web platforms with messaging channels to automate client engagement, lead qualification, and quote generation workflows
- End-to-End Operational Hub — comprehensive digital ecosystems that automate administrative workflows including invoicing, CRM updates, and financial data synchronisation
The specific scope, deliverables, timeline, and commercial terms for any engagement are defined in a written proposal or statement of work agreed between the parties prior to commencement.
3. Engagement and Proposals
All project engagements begin with a consulting process to understand your business requirements. We will produce a written proposal outlining our understanding of your requirements, the proposed solution, deliverables, timeline, and fee structure.
A proposal does not constitute a binding contract until it has been accepted in writing by both parties and, where applicable, a deposit has been received. We reserve the right to withdraw or amend a proposal prior to formal acceptance.
We do not commence work without a signed agreement or written confirmation of acceptance and receipt of the agreed deposit.
4. Client Responsibilities
The successful delivery of your project depends on your timely cooperation. You agree to:
- Provide accurate, complete, and timely information, materials, and approvals as required for the project
- Designate a primary point of contact with sufficient authority to make project decisions
- Notify us promptly of any changes to your requirements or business circumstances that may affect the project
- Ensure that any content, data, or materials you provide to us do not infringe the rights of any third party and comply with applicable law
- Make payments in accordance with the agreed payment schedule
Where project delays are caused by your failure to fulfil these responsibilities, we reserve the right to revise the project timeline and, where appropriate, to charge for additional time incurred as a result.
5. Intellectual Property
5.1 Deliverables
Upon receipt of full payment, ownership of the bespoke work product created specifically for your project (“Deliverables”) transfers to you. This includes custom code, design assets, and content created solely for your engagement.
5.2 Our Underlying Frameworks and Tools
We retain ownership of all pre-existing intellectual property, proprietary frameworks, methodologies, development tools, and know-how that we use in the delivery of your project (“Background IP”). Where Deliverables incorporate Background IP, we grant you a perpetual, non-exclusive licence to use that Background IP solely as part of the Deliverables and for your own business purposes.
5.3 Portfolio Rights
Unless you expressly request otherwise in writing prior to commencement, we reserve the right to reference the existence of our engagement with you and display the completed work in our portfolio, case studies, and marketing materials. We will not disclose confidential business information or proprietary data in doing so.
6. Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement (“Confidential Information”), and to use such Confidential Information only for the purposes of performing obligations or exercising rights under the engagement.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) must be disclosed by law or regulatory requirement.
Confidentiality obligations survive the termination of any engagement for a period of three (3) years.
7. Payment Terms
Payment terms are specified in the project proposal or agreement. Unless otherwise agreed in writing:
- A deposit is required before work commences
- Progress invoices are issued at milestones defined in the project agreement
- Final payment is due before handover of completed Deliverables
- Invoices are payable within 14 days of issue
We reserve the right to suspend work on any project where invoices remain unpaid beyond their due date, without liability for any resulting delay. Late payments may be subject to interest at the rate prescribed under applicable law.
8. Warranties and Disclaimer
We warrant that our services will be performed with reasonable skill and care and that Deliverables will substantially conform to the agreed specifications at the time of delivery.
Our website and any information contained on it are provided “as is” without warranty of any kind. We do not warrant that the website will be uninterrupted, error-free, or free of viruses or other harmful components.
We do not warrant specific business outcomes, conversion rates, revenue figures, or search engine rankings arising from the use of our Deliverables. Results depend on many factors outside our control.
9. Limitation of Liability
To the maximum extent permitted by applicable law, our total aggregate liability to you in connection with any engagement — whether in contract, delict (tort), or otherwise — is limited to the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
We are not liable for any indirect, incidental, special, or consequential loss or damage, including loss of profits, loss of data, loss of business, or loss of anticipated savings, even if we have been advised of the possibility of such loss.
Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot be excluded by law.
10. Termination
Either party may terminate an engagement for material breach if the breach is not remedied within 14 days of written notice specifying the breach.
On termination: (a) you will pay for all work completed and reasonable costs incurred up to the date of termination; (b) each party will return or destroy the other’s Confidential Information on request; and (c) ownership of Deliverables for which full payment has been received transfers to you.
We reserve the right to terminate any engagement immediately where continued performance would require us to act unlawfully or unethically.
11. Website Use
You may use our website for lawful purposes only. You must not:
- Use our website in any way that violates applicable local, national, or international law
- Transmit unsolicited commercial communications
- Attempt to gain unauthorised access to any part of our website or its underlying systems
- Reproduce, duplicate, or copy any part of our website without our express written permission
12. Governing Law and Jurisdiction
These Terms and any dispute arising from or in connection with them are governed by the laws of the jurisdiction in which the relevant Grapefruit entity is incorporated. Where mandatory local consumer or commercial legislation in your jurisdiction provides greater protections, those protections are not excluded by these Terms.
The parties agree to attempt in good faith to resolve any dispute through direct negotiation before resorting to formal proceedings. If negotiation fails, disputes shall be referred to the competent courts of the applicable jurisdiction, without prejudice to either party’s right to seek urgent or interim relief.
13. Changes to These Terms
We may revise these Terms at any time by updating this page. The “Last updated” date at the top indicates the most recent revision. Your continued use of our website after any update constitutes acceptance of the revised Terms. We recommend you check this page periodically.