Terms of Use

These Terms of Use ("Terms") constitute a legally binding agreement between you ("you" or "User") and Shrug ("Shrug", "we", "us", or "our") governing access to and use of https://shrug.co.za and related marketing materials (the "Site"), and set out general conditions that apply when you enquire about or engage our professional services.

By accessing the Site, submitting an enquiry, or otherwise using our online materials, you agree to these Terms. If you do not agree, you must not use the Site.

Engagement agreements prevail. Discovery, build, retainer, and other paid work are governed by the written agreement signed for that engagement (including statements of work and schedules). If a signed engagement agreement conflicts with these Terms, the signed engagement agreement controls for that engagement. These Terms do not by themselves create an obligation on either party to enter into a paid engagement.

1. About Shrug

Shrug designs and develops mobile applications and related product work for business clients. Platform targets, deliverables, fees, and timelines are those expressly agreed in writing. Content on the Site does not constitute a binding offer.

2. Eligibility and authority

The Site is intended for persons who can form legally binding contracts under applicable law. If you use the Site or engage us on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" includes that organisation.

3. Licence to use the Site

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Site for lawful, informational, and business enquiry purposes. You may not:

• copy, modify, distribute, sell, or lease any part of the Site except as allowed by law;
• reverse engineer or attempt to extract source code from the Site except where mandatory law permits;
• remove proprietary notices from Site materials;
• use the Site to build a competing marketing site by wholesale scraping of our copy or structure;
• frame or mirror the Site without our prior written consent.

4. Intellectual property

4.1 Site content

The Site and its contents (including text, graphics, logos, layout, and compilation) are owned by Shrug or our licensors and are protected by intellectual property laws. Except for the limited licence above, no rights are granted to you.

4.2 Client engagements

Ownership of custom application code, licences to Shrug shared packages and tooling, and related intellectual property are governed exclusively by the applicable signed engagement agreement. Unless that agreement says otherwise: clients own paid custom project code created specifically for them; Shrug retains ownership of pre-existing materials, know-how, and internal shared packages (including packages we may brand such as authentication or payments libraries used across client apps).

5. Acceptable use

You agree not to:

• use the Site in any way that violates applicable law or regulation;
• attempt unauthorised access to the Site, our systems, or other users' data;
• interfere with or disrupt the Site, including by introducing malware, overloading, flooding, or automated scraping that impairs performance or security;
• submit false, misleading, defamatory, or unlawful content, or content that infringes third-party rights;
• use the Site to send spam or unsolicited commercial communications;
• misrepresent your identity or affiliation with any person or entity.

We may suspend or block access where we reasonably believe use is abusive, unlawful, or harmful to the Site, our clients, or our business.

6. Enquiries and formation of contract

Submitting an enquiry to hello@shrug.co.za or through any form does not create a binding contract for paid services. We may accept, decline, or propose alternative scoping at our discretion. A binding engagement arises only when both parties have executed the applicable agreement (including electronic signature) and any conditions precedent (such as payment of a discovery or kickoff fee) have been satisfied.

You must not send us confidential information of third parties unless you have lawful authority to do so. You are responsible for ensuring that materials you provide do not infringe third-party rights.

7. Quotations, pricing, and taxes

Quotations are valid only for the period stated therein (or, if none, for a reasonable period not exceeding thirty (30) days) and may assume timely client input, access, and decisions. Fees exclude value-added tax (VAT) and similar taxes unless expressly stated. Third-party costs (app store fees, hosting, certificates, SaaS subscriptions, hardware) are client costs unless listed in the engagement scope.

8. No professional advice via the Site

Content on the Site is for general information only. It does not constitute legal, financial, tax, or other professional advice, and should not be relied upon as such. You should obtain advice appropriate to your circumstances before making decisions.

9. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ITS CONTENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT CONTENT WILL BE ACCURATE OR COMPLETE.

Nothing in these Terms excludes or limits any warranty or liability that cannot be excluded or limited under the Consumer Protection Act 68 of 2008 or other mandatory South African law, to the extent such law applies to you.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHRUG AND ITS OWNERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SITE, WHETHER BASED IN CONTRACT, DELICT (TORT), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE UNDER THESE TERMS SHALL NOT EXCEED ONE THOUSAND SOUTH AFRICAN RAND (ZAR 1,000) OR THE AMOUNT YOU PAID US (IF ANY) SOLELY FOR ACCESS TO THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

Liability arising from a paid engagement is governed exclusively by the signed engagement agreement for that work, not by the Site liability cap above.

11. Indemnity

You agree to indemnify, defend, and hold harmless Shrug and its owners, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your misuse of the Site; (b) your breach of these Terms; (c) content or materials you submit; or (d) your violation of any law or third-party right, except to the extent caused by our wilful misconduct or gross negligence.

12. Third-party services and links

The Site may reference or link to third-party websites, tools, or services. We do not control and are not responsible for third-party content, policies, or practices. Your use of third-party services is at your own risk and subject to their terms.

13. Privacy

Processing of personal information is described in our Privacy Policy, which is incorporated by reference into these Terms to the extent applicable to Site use.

14. Force majeure

We are not liable for any failure or delay in performing obligations under these Terms (excluding payment obligations you may owe under a separate agreement) to the extent caused by circumstances beyond our reasonable control, including acts of God, utility or internet failures, labour disputes, war, terrorism, epidemic, government action, or failures of third-party platforms.

15. Suspension and termination

We may suspend or terminate access to the Site at any time, with or without notice, including where we believe you have breached these Terms. Provisions that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnity, and governing law) will survive termination.

16. Changes to the Site and Terms

We may update the Site and these Terms from time to time. The Effective date will be revised when material changes take effect. Your continued use of the Site after changes constitutes acceptance of the updated Terms. If you do not agree, discontinue use of the Site.

17. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed. The remaining provisions will continue in full force and effect.

18. Waiver

Failure to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it later. Any waiver must be in writing to be effective.

19. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or successor in connection with a corporate restructuring or sale of assets. These Terms bind and benefit permitted successors and assigns.

20. Entire agreement

These Terms, together with the Privacy Policy and any signed engagement agreement (where applicable), constitute the entire agreement between you and Shrug regarding the Site and supersede prior or contemporaneous understandings regarding Site use. No representation not set out in these documents forms part of the agreement, except as mandatory law requires.

21. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of South Africa, without regard to conflict-of-law principles that would require application of another jurisdiction's laws. Subject to any mandatory consumer protections that cannot be waived, you consent to the exclusive jurisdiction of the courts of South Africa for disputes arising out of or relating to these Terms or the Site. The parties will first attempt in good faith to resolve disputes by negotiation for at least ten (10) business days after written notice of the dispute.

22. Notices

Formal notices under these Terms may be sent by email to hello@shrug.co.za (for Shrug) and to the email address you provide in correspondence (for you). Notices are deemed given when sent, unless the sender receives a delivery failure notification, in which case notice must be re-sent by an alternative reasonable means.

23. Contact

Questions about these Terms: hello@shrug.co.za.