Terms of Service

Contents

1. Who we are
2. Acceptance and changes
3. Eligibility
4. Your account
5. What we sell
6. Orders, pricing and payment
7. Cooling off, cancellations and refunds
8. Licence to use digital products
9. Intellectual property in client work
10. The client portal
11. Acceptable use
12. Availability
13. Third party services and links
14. Disclaimers
15. Limitation of liability
16. Indemnity
17. Termination
18. Privacy
19. Complaints and disputes
20. General
21. Contact

1. Who we are

This website and the services on it are operated by Urban Catalyst (Pty) Ltd (registration number 2018/306125/07), incorporated in South Africa and trading as Urban Catalyst("we", "us", "our").

Place of registration: South Africa. The physical address above is also our address for service of legal documents. Email is our contact channel for all enquiries, including complaints and legal notices.

We do not currently belong to any self-regulatory or accreditation body and do not subscribe to an external code of conduct or alternative dispute resolution code. Our complaints process is in clause 19.

These details are provided in accordance with section 43 of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"). If we have failed to provide any information section 43 requires, section 43(3) entitles you to cancel within 14 days of receiving the goods or services.

2. Acceptance and changes

By creating an account, placing an order, or otherwise using this website, you agree to these terms and to our Privacy Policy. If you do not agree, do not use the site.

We may amend these terms. The version in force is the one published on this page, identified by the version number and effective date above. Where a change materially affects your rights we will give you reasonable notice by email or by notice on the site before it takes effect. Changes do not apply retrospectively to orders already placed. Continuing to use the site after a change takes effect means you accept the amended terms.

3. Eligibility

You must be at least 18 years old and have legal capacity to contract. If you are under 18 you may use the site only with the consent and supervision of a parent or guardian, who accepts these terms on your behalf. If you are contracting for a business, you warrant that you are authorised to bind it.

4. Your account

• Provide accurate, current information when registering and keep it up to date.
• You are responsible for keeping your login credentials confidential and for all activity under your account. Tell us immediately at [email protected] if you believe your account has been accessed without your authorisation.
• Accounts are personal to you. You may not share, sell or transfer your account, or let anyone else use it to reach paid content.
• We may suspend or close an account we reasonably believe has been used in breach of these terms, or where the law requires it. Where practical we will tell you why and give you a chance to respond.

5. What we sell

We sell two different things, and different terms apply to each.

5.1 Digital products

Courses, templates, packs and guides bought through the marketplace, delivered electronically through your account. No physical goods are shipped.

5.2 Client services

Design, development, search optimisation and related work performed for you as a client, and tracked in the client portal described in clause 10. Client services are governed by a separate written proposal, quotation, statement of work or services agreement signed between us. Where that document conflicts with these terms, that document prevails for the services it covers. These terms continue to govern your use of the website and the portal.

6. Orders, pricing and payment

• The price shown is the full price you pay, in South African Rand, including all taxes, fees and costs. There are no delivery charges, because nothing is physically shipped, and no charges are added at checkout. We are not currently registered for value added tax, so no VAT is charged and none is shown on your invoice.
• Before you place an order you are shown the product, the full price and these terms, and you can go back and change or abandon the order. If you spot a mistake after ordering but before we confirm payment, email [email protected] and we will correct or cancel it.
• Your record of the transaction. Your orders and invoices remain available in your account for as long as your account is open, and you can download or print them at any time. We also email you a receipt. If you close your account and later need a copy, ask us and we will provide it from the records we are required to keep.
• Delivery. Digital products are made available in your account immediately once we confirm payment. Timelines for client services are set out in the applicable proposal or statement of work.
• Placing an order is an offer to buy. A binding contract arises only when we confirm payment and grant access. We may decline any order.
• Payment for digital products is by electronic funds transfer to the account shown on your order. Use the payment reference given, or we may be unable to match your payment.
• Access is granted once we confirm receipt of payment. Bank transfers are not instant and confirmation may take one to three business days.
• We never receive or store your card details. Payment is made directly through your own bank.
• Prices may change, but a change never affects an order already confirmed. If a product is listed at an obviously incorrect price because of an error, we may cancel the order and refund you in full rather than supply at that price.
• Payment terms for client services are set out in the applicable proposal or statement of work, not in this clause.

7. Cooling off, cancellations and refunds

Your seven day cooling off right. Section 44 of ECTA gives a consumer the right to cancel an electronic transaction without reason and without penalty within seven days of concluding the agreement, and to a full refund within 30 days. Section 48 of ECTA makes any provision purporting to exclude that right null and void, so nothing in these terms attempts to do so. The right does not apply to transactions where the customer is a business rather than a natural person acting as an end user.

When the right does not apply. Section 42(2) of ECTA lists transactions the cooling off right does not cover. Two are relevant here:

• Courses you start immediately. Section 42(2)(d) excludes services which, with your consent, began before the end of the seven day period. When you buy a course we ask you to confirm that you want access immediately. If you give that consent and access begins, the cooling off right falls away for that course. If you would rather keep the right, tell us at [email protected] and we will withhold access until day eight.
• Downloaded files. Section 42(2)(f)(iii) excludes goods which by reason of their nature cannot be returned. Where you have downloaded a template, pack or guide, we treat the cooling off right as excluded on that basis. Until you download it, the right applies and you may cancel.

We should be straightforward about this: no South African court has yet ruled on how section 42(2) applies to digital products bought online. If you disagree with our position on a particular purchase, contact us and we will deal with it reasonably rather than argue the point.

How to cancel. Email [email protected] from the address on your account within seven days, quoting your order number. Where the right applies we refund in full within 30 days and revoke access. You may not keep or continue to use anything downloaded before cancelling.

If something is wrong with the product. Separately from cooling off, sections 55 and 56 of the Consumer Protection Act give you a right to goods that are of good quality, free of defects and reasonably suitable for their intended purpose. If a product does not meet that standard, you may return it within six months of delivery and you choose whether we repair it, replace it, or refund you. That choice is yours, not ours, and we cannot contract out of it.

Fourteen day right if we have not disclosed properly. Section 43(3) of ECTA gives you a right to cancel within 14 days of receiving a product if we failed to provide the information ECTA requires, or failed to give you an opportunity to review and correct your order before placing it.

Client services. Cancellation, deposits, milestone payments and work already performed are dealt with in the applicable proposal or statement of work. Where you are a natural person, or a business whose asset value or annual turnover is below the threshold set under section 5(2)(b) of the Consumer Protection Act, that Act also applies to the services we provide you, including the section 54 right to performance of a quality that consumers are generally entitled to expect.

8. Licence to use digital products

When you buy a digital product we grant you a personal, non-exclusive, non-transferable, non-sublicensable, perpetual licence to use it, subject to these terms. We retain ownership of and all intellectual property rights in the product.

You may:

• use templates, code and assets in an unlimited number of your own projects, including projects you are paid to build for your own clients;
• modify and adapt them for those projects;
• keep using them after your account is closed.

You may not:

• resell, sublicense, redistribute or give away a product substantially in its original form, whether free or for payment;
• publish a product, or a derivative competing with it, on any marketplace or template library;
• share your account, course access or downloaded files;
• remove or obscure any proprietary notice, or circumvent any access control;
• use a product to build something that substantially replicates ours.

If you breach this clause we may revoke the licence and close your account without refund, and pursue any other remedy available to us.

9. Intellectual property in client work

Ownership of work produced under a client engagement is governed by the applicable proposal or statement of work. Absent a written agreement to the contrary, and unless and until we have received payment in full, all intellectual property in deliverables remains ours. On full payment, ownership of the deliverables specific to your project transfers to you, excluding our pre-existing materials, tools, libraries and know-how, for which you receive a perpetual licence to use them as part of the deliverables.

10. The client portal

The client portal is available to businesses we provide client services to, and to the colleagues they invite. This clause applies to everyone who uses it.

10.1 What the portal is

The portal shows project stages, updates, invoices and banking details, and, where you connect them, statistics about your website drawn from Google. Project information is given in good faith and may change as work progresses. The portal is a reporting tool. Nothing shown in it varies any agreed scope, timeline or fee, which only a signed proposal, statement of work or written variation can do.

10.2 The company's owner and team

• Each company's portal has one owner: the first account linked to it. The owner may invite colleagues by email and remove them.
• Everyone in a company's portal sees the same company information, including projects, invoices, payment details and website statistics. The owner is responsible for choosing who is invited, and for removing anyone who should no longer have access.
• Each person invited uses their own account and is bound by these terms. A company is responsible for what its invited colleagues do in its portal.
• An invitation expires fourteen days after it is sent. Removing a colleague ends their access to the company's portal immediately but does not close their own account.

10.3 Requesting new work

You can ask us for new work through the portal, including from a suggestion on the Growth page. A request is an invitation to us to quote. It does not create a contract, and we may decline it. Work begins only once a proposal or quotation has been accepted in writing, and is then governed by that document and clause 5.2.

10.4 Connecting your Google account

• The portal can show how your website performs in Google Search and Google Analytics if you choose to connect a Google account. Doing so is optional.
• You warrantthat you are entitled to grant us access to the Search Console properties and Analytics properties you connect, and that doing so does not breach any agreement you have with anyone else, including your employer or the website's owner.
• You grant us a non-exclusive licence to retrieve, store and process that data solely to provide the portal to you, as described in our Privacy Policy. You keep all rights in it. The licence ends when you disconnect the website, save that we may keep what the Privacy Policy says we keep.
• Access is read only. You can pause or disconnect a website in the portal, or revoke our access from your Google account, at any time.
• Your use of Google's products remains governed by Google's own terms. We are not responsible for Google's products, and if Google changes, limits or withdraws access to its data, the relevant parts of the portal may stop working.

10.5 Figures, estimates and recommendations

• Website statistics are shown as Google reports them. Google's figures are themselves sampled, delayed and occasionally revised, and we do not warrant their accuracy, completeness or timeliness. Collection runs nightly and may be delayed.
• Estimates, such as the extra monthly visits a change might bring, are worked out from typical click-through rates at each search position. They are a guide to priorities, not a promise of results. Search rankings depend on Google and on competing websites, which neither of us controls.
• Recommendations, observations and suggestions in the portal are general guidance about a website. Whether and how to act on them is your decision.

10.6 The portal assistant

• The assistant answers questions about your website figures using an AI model. AI can be wrong, including confidently so. Check anything important before relying on it. Its answers are not legal, financial, tax or other professional advice.
• Conversations are reviewed by our team for accuracy and safety, as the portal states on screen. Do not enter anything you would not want our team to read, or anyone else's personal information.
• Use of the assistant is subject to fair limits, including a daily number of questions per person. We may change those limits, or suspend the assistant, at any time.
• You may not use the assistant to try to reach information that is not yours, to make it ignore its instructions, to extract how it works, to generate unlawful or harmful material, or for anything unrelated to your website.

10.7 Your dashboard

You can choose which cards appear on your dashboard and arrange them. The arrangement is saved to your own account, not the company's, so each colleague keeps their own. We may add, change or retire cards; a retired card simply disappears from your arrangement.

10.8 Staff access to your portal

To support you, our staff can open your portal and see what you see. They cannot act in your name while doing so, and every such access is recorded, as our Privacy Policy describes. By using the portal you agree to this support access.

10.9 Your content

You keep ownership of what you give us through the portal, such as project briefs and questions. You grant us a licence to use it to provide and support the service, and to deliver the work you ask for. If you send us suggestions about the portal, we may use them freely, without obligation to you.

10.10 Payment fraud warning

Our banking details will never change by email. Before paying, check the account details against those shown in the portal or on your invoice, and if in any doubt confirm with us at [email protected] using an address you already know to be ours, rather than by replying to a message you are unsure about. We are not liable for payments made to an account that is not ours.

10.11 When a client relationship ends

When an engagement ends we may archive the company's portal. You will keep access to your own account and anything you bought. Website data collection continues until the website is paused or disconnected, which the owner can do in the portal or ask us to do. The owner can also ask us to delete the company's records, subject to what the law requires us to keep.

11. Acceptable use

You may not:

• use the site unlawfully or in a way that infringes anyone else's rights;
• attempt to gain unauthorised access to any account, system or data, or probe, scan or test the vulnerability of the site without our prior written permission;
• interfere with the operation of the site, including by introducing malicious code or placing unreasonable load on it;
• scrape, harvest or systematically extract content or data;
• use the site or its content to train a machine learning model without our prior written permission;
• impersonate anyone or misrepresent your affiliation;
• connect a website or Google property you are not entitled to access;
• use automated means to access the portal or the assistant, or try to get around any usage limit.

Unauthorised access to a computer system is a criminal offence under the Cybercrimes Act 19 of 2020. We report suspected offences.

12. Availability

We aim to keep the site available and working, but do not guarantee uninterrupted or error free access. We may suspend access for maintenance, upgrades or to address a security issue, and may change, withdraw or discontinue any part of the site or any product. If we withdraw a digital product you have already bought, you keep access to the version you purchased for as long as we are reasonably able to provide it, and we will give you a reasonable opportunity to download any downloadable files.

13. Third party services and links

The site relies on third party providers, including Google for hosting, sign-in and website data, OpenRouter and Anthropic for the portal assistant, Resend for email and Mux for video. They are listed, with what each does, in our Privacy Policy. We choose them carefully but are not responsible for their availability or their own terms.

The site may link to third party websites. We are not responsible for those sites or their content, and a link is not an endorsement.

14. Disclaimers

Our educational content, templates and guides are general information. They are not professional, legal, financial or tax advice, and outcomes depend on how you apply them. We do not warrant that using a product will produce any particular result, revenue or outcome.

Except as expressly stated in these terms, and save for rights under the Consumer Protection Act or other law that cannot be excluded, products and the site are provided as they are and as available.

15. Limitation of liability

Nothing in these terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• loss attributable to our gross negligence, or that of anyone acting for us or controlled by us. Section 51(1)(c)(i) of the Consumer Protection Act prohibits such a term and section 51(3) makes it void;
• any other liability that cannot lawfully be limited or excluded, including under the Consumer Protection Act.

Subject to that:

• we are not liable for indirect or consequential loss, loss of profit, revenue, anticipated savings or business opportunity, or loss or corruption of data;
• our total aggregate liability arising out of or in connection with these terms and your use of the site is limited to the total amount you paid us in the twelve months immediately before the event giving rise to the claim;
• liability for client services is limited as set out in the applicable proposal or statement of work.

You are responsible for keeping your own backups of anything you upload or produce using our products.

16. Indemnity

You indemnify us against any claim, loss, damage, cost or expense (including reasonable legal costs) arising from your breach of these terms, your unlawful use of the site, your infringement of a third party's rights through your use of a product, or your connecting a website or Google property you were not entitled to connect.

17. Termination

You may close your account at any time from your account settings. You are signed out at once, and your account is deleted thirty days later unless you ask us to cancel the request in the meantime. What is deleted and what we must keep is set out in our Privacy Policy.

Closing your account does not entitle you to a refund of amounts already paid and does not revoke licences already granted for digital products you bought, although you will lose access to hosted content such as course video. Closing your own account does not close your company's portal, which the owner can ask us to do.

We may suspend or terminate your access for material breach of these terms, where the law requires it, or where continuing would expose us or others to harm. Where practical we will tell you why first. Clauses 8, 9, 14, 15, 16 and 20 survive termination.

18. Privacy

We process personal information in accordance with the Protection of Personal Information Act 4 of 2013 and our Privacy Policy, which forms part of these terms.

19. Complaints and disputes

If you have a complaint, contact us first at [email protected] and we will try to resolve it. If we cannot, either of us may refer the dispute to mediation or to the appropriate court. Consumers may also refer a dispute to the National Consumer Commission or an accredited consumer ombud where the Consumer Protection Act applies.

20. General

• Governing law. South African law governs these terms, and the courts of South Africa have jurisdiction.
• Whole agreement. These terms, the Privacy Policy and any signed proposal or statement of work are the whole agreement between us on their subject matter.
• Severability. If a provision is unenforceable, the rest continue in force and that provision applies to the maximum extent permitted.
• No waiver. A delay in enforcing a right is not a waiver of it.
• Cession. You may not cede or assign your rights without our written consent. We may cede ours on notice to you, for example on a sale of the business.
• Notices. We may send notices to the email address on your account. Send notices to us at [email protected].
• Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control.

21. Contact

Urban Catalyst (Pty) Ltd
21 Somerset Road, De Waterkant, Cape Town, South Africa
[email protected]