Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern all services provided by Industrial Growth Hub ("IGH", "we", "us", "our"), a company registered in the Republic of South Africa under registration number 2024/338400/07, and a Level 1 B-BBEE Contributor, with its principal place of business in Cape Town, South Africa, to any client, customer, or user ("Client", "you") who engages IGH's services or uses industrialgrowthhub.com (the "Site").

By engaging IGH's services, signing a proposal, statement of work, or quotation, or by using the Site, you agree to be bound by these Terms in full. If you do not agree, you must not engage our services or use the Site. These Terms apply in addition to any signed proposal, statement of work ("SOW"), or master services agreement between IGH and the Client; in the event of a direct conflict, the signed SOW takes precedence solely for the matters it expressly addresses.

2. Definitions

• "Services" means Systems Engineering (custom application, software, and systems development), Growth Engineering (AI-powered marketing services), Market Engineering (business development, tender, and partnership services), and any other service IGH agrees to provide.
• "Deliverables" means the specific outputs (software, code, designs, marketing assets, strategy documents, reports) produced by IGH for the Client under an SOW.
• "Fees" means all amounts payable by the Client to IGH, including deposits, milestone payments, monthly retainers, and subscription or licence fees.
• "Confidential Information" has the meaning given in Section 13.

3. Scope of Services

IGH provides bespoke software and systems development, AI-driven marketing services, and business/market development services to businesses operating in or serving the construction, mining, logistics, and manufacturing sectors, and other industrial and commercial clients as IGH accepts from time to time. The specific scope, deliverables, timeline, and fees for each engagement will be set out in a written quotation, proposal, or SOW, which forms part of the agreement between the parties.

IGH reserves the right to decline, limit, or discontinue any engagement at its sole discretion, including where a prospective or existing Client's requirements fall outside IGH's expertise, capacity, or risk appetite.

4. Quotations, Fees and Payment Terms

All quotations are valid for thirty (30) days from the date of issue unless otherwise stated, and are exclusive of VAT unless expressly stated as inclusive. Fees may be structured as fixed-price project fees, milestone-based payments, monthly retainers, or subscription/licence fees, as set out in the applicable SOW.

• A non-refundable deposit (as specified in the SOW, typically 30–50% of the total project fee) is payable before any work commences.
• Milestone or monthly invoices are payable within seven (7) days of the invoice date, unless a different period is agreed in writing.
• IGH reserves the right to suspend work, withhold Deliverables, and disable access to any software or system built for the Client if payment is overdue by more than fourteen (14) days, without liability for any resulting delay or loss to the Client.
• Late payments accrue interest at 2% per month (or the maximum rate permitted by South African law, if lower), calculated from the due date until payment in full.

5. No Refund Policy

All fees paid to IGH are non-refundable. This applies without exception once a deposit has been received or work has commenced, and to all fee types, including but not limited to:

• Deposits and milestone payments for Systems Engineering (software, application, and systems development) projects, regardless of project stage or whether the Client subsequently elects not to proceed;
• Monthly retainer or subscription fees for Growth Engineering (marketing) or Market Engineering (business development) services, for the period already paid, whether or not the Client uses the full scope of services within that period;
• Fees for custom, bespoke, or configured software and digital deliverables, on the basis that such work has no resale value to IGH once commenced and is created specifically for the Client;
• Fees paid for third-party costs incurred on the Client's behalf (e.g. hosting, licensing, advertising spend, software subscriptions), which are non-refundable regardless of the status of the underlying IGH engagement.

Where IGH agrees, at its sole discretion, to terminate an engagement early, the Client remains liable for all fees for work performed and costs incurred up to the date of termination, and no amount already paid will be refunded. This no-refund policy applies because IGH's services are bespoke professional and software development services, not goods or off-the-shelf products, and value is delivered through time, expertise, and work performed rather than a returnable item.

6. Intellectual Property Rights

Subject to full and final payment of all Fees due under the applicable SOW, ownership of the final Deliverables specifically created for the Client (e.g. custom application code written exclusively for that Client, bespoke designs) will transfer to the Client upon full payment.

• IGH retains all right, title, and interest in and to: (a) any pre-existing IP, tools, frameworks, code libraries, templates, methodologies, or components owned or licensed by IGH prior to or independently of the engagement ("IGH Background IP"); (b) any general knowledge, techniques, or reusable components developed during the engagement that are not exclusive to the Client's specific Deliverable; and (c) the IGH name, branding, and any case-study or portfolio rights in the work, which IGH may reference for its own marketing and portfolio purposes unless the Client requests confidentiality in writing.
• Where IGH Background IP is incorporated into a Deliverable, IGH grants the Client a perpetual, non-exclusive, royalty-free licence to use that IGH Background IP solely as embedded in the Deliverable.
• Until Fees are paid in full, all IP in the Deliverables (including any code, designs, or materials already provided) remains the sole property of IGH, and the Client is granted no licence to use, copy, deploy, or exploit the Deliverables.
• The Client warrants that any content, data, trademarks, or materials it supplies to IGH do not infringe any third party's rights, and grants IGH a licence to use such materials solely for the purpose of performing the Services.

7. Client Obligations

The Client agrees to: provide accurate, complete, and timely information, content, access credentials, and feedback reasonably required for IGH to perform the Services; designate an authorised representative for approvals; and comply with all applicable laws in its own use of any Deliverables. Delays caused by the Client's failure to meet these obligations may extend timelines and will not constitute a breach by IGH.

8. Third-Party Services, Integrations and Platforms

Deliverables may rely on or integrate with third-party platforms, hosting providers, APIs, payment gateways, AI models, or other services not owned or controlled by IGH ("Third-Party Services"). IGH does not warrant the availability, security, performance, or continued existence of any Third-Party Service, and is not liable for any loss arising from a Third-Party Service's downtime, policy changes, pricing changes, discontinuation, or security incident. Fees charged directly by Third-Party Services (e.g. hosting, domain, advertising spend, software licences) are the Client's responsibility unless expressly included in the Fees.

9. No Guarantee of Results

IGH will perform the Services using reasonable skill, care, and diligence consistent with good industry practice. However, the Client acknowledges and agrees that:

• Marketing, lead generation, tender, and business development outcomes depend on numerous factors outside IGH's control (market conditions, competitor activity, the Client's own sales execution, third-party platform algorithm changes, economic conditions), and IGH does not guarantee any specific volume of leads, tenders won, revenue, growth percentage, or other business outcome;
• Any metrics, case studies, or illustrative figures referenced on the Site or in proposals (including historical results achieved by IGH or by other clients) are provided for illustrative purposes only, reflect past performance under specific conditions, and are not a guarantee, warranty, projection, or representation of results the Client will achieve;
• Outputs generated by any AI-powered tool on the Site (including the Industrial Growth Strategy Generator) are automatically generated suggestions only, may contain errors or inaccuracies, do not constitute professional, legal, financial, engineering, safety, or business advice, and must be independently verified before being relied upon.

10. Warranties and Disclaimers

Except as expressly stated in these Terms or a signed SOW, all Services and Deliverables are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law. Where the Client is a juristic person whose asset value or annual turnover, at the time of the transaction, equals or exceeds the threshold determined by the Minister in terms of the Consumer Protection Act 68 of 2008 ("CPA"), the parties agree that the CPA does not apply to this agreement, to the extent permitted by section 5(2) and section 5(6) of the CPA.

11. Limitation of Liability

To the maximum extent permitted by South African law:

• IGH's total aggregate liability to the Client arising out of or in connection with the Services, these Terms, or any SOW, whether in contract, delict (tort), or otherwise, shall not exceed the total Fees actually paid by the Client to IGH in the three (3) months immediately preceding the event giving rise to the claim;
• IGH shall not be liable for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profit, loss of revenue, loss of business, loss of data, loss of goodwill, or business interruption, even if IGH has been advised of the possibility of such damages;
• Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by gross negligence, or liability for fraud or wilful misconduct.

The Client acknowledges that the Fees charged by IGH reflect and are conditional upon this allocation of risk, and that IGH would not provide the Services on these Fees without this limitation of liability.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless IGH, its directors, employees, and subcontractors from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's breach of these Terms; (b) content, data, or materials supplied by the Client that infringe a third party's rights or applicable law; (c) the Client's use of any Deliverable in a manner not intended or authorised by IGH; or (d) the Client's own products, services, or business operations.

13. Confidentiality

Each party agrees to keep confidential all non-public business, technical, and financial information disclosed by the other party in connection with the Services ("Confidential Information"), and to use such information solely for the purposes of the engagement, except where disclosure is required by law or a competent court or regulator. This obligation survives termination of the engagement for a period of three (3) years, except in respect of trade secrets, which remain protected indefinitely.

14. Data Protection

IGH processes personal information in accordance with its Privacy Policy and the Protection of Personal Information Act 4 of 2013 ("POPIA"). Where the Client provides IGH with personal information belonging to third parties (e.g. its own customers or employees) for the purposes of the Services, the Client warrants that it has the necessary consent or other lawful basis to share that information with IGH, and the parties will enter into a separate data processing arrangement where required by law.

15. Termination

Either party may terminate an engagement on thirty (30) days' written notice. IGH may terminate immediately, without liability, if the Client fails to pay any Fees when due, breaches a material term of these Terms, becomes insolvent or subject to business rescue proceedings, or engages in conduct IGH reasonably considers unlawful, unethical, or harmful to IGH's reputation. On termination for any reason, all Fees for Services performed and costs incurred up to the termination date become immediately due and payable, and no amount already paid will be refunded (see Section 5).

16. Force Majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including load-shedding and utility failures, natural disasters, pandemic, war, civil unrest, governmental action, or failure of third-party infrastructure or Third-Party Services.

17. Dispute Resolution, Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of South Africa. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives. If not resolved within thirty (30) days, either party may refer the dispute to mediation, and failing resolution, to arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) under its rules, or, at IGH's election, to the courts having jurisdiction, being the Western Cape Division of the High Court of South Africa, Cape Town, to which the parties consent.

18. General Provisions

• Entire Agreement: These Terms, together with the applicable SOW and Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions or agreements on the subject matter.
• Severability: If any provision is found unenforceable, the remainder of these Terms remains in full force and effect.
• Amendment: IGH may update these Terms from time to time by posting an updated version on the Site; continued use of the Services after such update constitutes acceptance, save that changes will not retroactively alter fee or refund terms for an SOW already signed.
• Assignment: The Client may not assign or transfer its rights under these Terms without IGH's prior written consent; IGH may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No Waiver: A failure by either party to enforce a right under these Terms does not constitute a waiver of that right.
• Notices: Notices must be given in writing to the contact details set out below.

19. Contact

Industrial Growth Hub | Reg No: 2024/338400/07 | Level 1 B-BBEE Contributor
Cape Town, South Africa
Email: info@industrialgrowthhub.com | Phone: +27 68 437 6588