LEGAL

Terms of Business

Jurisdiction: Republic of South Africa.

These Terms explain the general basis on which TESSERA provides Shopify website, ecommerce, catalogue, optimisation and related professional services.

They are intended to work together with a Client-specific Proposal, Scope & Commercial Terms document. If a Client-specific accepted Proposal expressly differs from these general Terms, the accepted Proposal governs that project to the extent of the express difference.

1. Business details

Trading name: TESSERA
Legal entity / proprietor: TESSERA
Entity type: Sole proprietor / individual trader
Registration status: No company registration number applies under the current interim operating structure
VAT status: Not VAT registered
Business address: 138 Bellairs Drive, Northriding, Randburg, Johannesburg, Gauteng, South Africa, 2169
Email: info@tessera.web.za
Telephone: 068 799 1198
Website: tessera.web.za

2. Services

TESSERA may provide services including:

  • Shopify website builds;
  • Shopify ecommerce builds;
  • Shopify rebuilds, restructures and store rescue;
  • storefront and full-store audits;
  • catalogue architecture;
  • product loading and product-data enrichment;
  • metafields and structured product data;
  • collections, filtering and Search & Discovery configuration;
  • theme refinement and customisation;
  • website-side SEO and digital-readiness work;
  • comparison and customer decision-support functionality;
  • troubleshooting, QA and controlled publication;
  • optional post-handover support.

The exact scope of any project is defined in the Client-specific Proposal or other written scope accepted by both parties.

TESSERA does not undertake work outside the agreed scope merely because it was discussed informally.

3. Proposals, acceptance and commencement

A Proposal normally records:

  • the Client and project;
  • agreed deliverables;
  • exclusions;
  • Client responsibilities;
  • project price;
  • payment milestones;
  • timing assumptions;
  • revision limits;
  • change-control rules;
  • ownership and handover provisions;
  • applicable support arrangements.

A Proposal is normally valid for 14 calendar days unless otherwise stated.

A project is scheduled only once:

  1. the final Proposal has been expressly accepted through an approved recorded method;
  2. the required commencement payment has cleared; and
  3. the information, access and dependencies required to begin have been supplied.

Electronic acceptance may include a signed PDF, accepted e-signature, explicit acceptance email from an authorised representative, or another method that reliably records the approving person and exact document version.

Where applicable, the Client may expressly request that services begin before expiry of any statutory electronic-transaction cooling-off period that would otherwise apply.

4. Fees and payment

TESSERA generally works on fixed project pricing for defined outcomes.

Unless otherwise agreed:

  • projects up to approximately R50,000 may use a 50% commencement payment and 50% before launch / handover;
  • larger projects may use staged payments such as 50% / 30% / 20% or another agreed milestone structure;
  • final control, transfer or handover of unpaid deliverables may be withheld until amounts properly due have been settled.

Third-party costs, subscriptions, themes, apps, domains, gateways or external services are payable by the Client unless expressly included.

5. Client responsibilities

The Client is responsible for supplying accurate and timely information required for the work.

Depending on the project, this may include:

  • business information;
  • legal and policy content;
  • branding and approved assets;
  • product information;
  • prices, SKUs and stock data;
  • commercial claims;
  • images and media;
  • shipping and fulfilment rules;
  • payment-gateway and banking information;
  • account access;
  • approvals and decisions.

The Client remains responsible for the commercial and legal accuracy of information it approves for publication.

TESSERA may research, structure, reconcile and improve information where that work is included, but does not become the Client's legal, accounting, tax or regulatory adviser.

6. Client response times and delays

TESSERA's normal working assumptions are:

  • ordinary information or response requests: within 3 business days;
  • major review or approval requests: within 5 business days.

If a required Client dependency remains outstanding for approximately 10 business days, TESSERA may release the project's active scheduling priority.

If inactivity continues for approximately 20 business days, the project may be treated as materially inactive and may need to be rescheduled according to TESSERA's next available capacity.

Any revised completion date will depend on the actual date the required dependency is supplied and TESSERA's available schedule at that time.

7. Revisions and change control

Included revision rounds depend on the accepted scope.

A revision is a reasonable refinement of work already included.

A change may be separately chargeable where it introduces materially new or different work, exceeds an agreed limit, results from newly supplied or inaccurate information, reverses an earlier approved decision, requires additional research/content/data work, or arises from a previously undisclosed legacy/third-party condition.

A genuine TESSERA implementation error within the accepted scope is a defect and is not treated as a paid Client change.

Material additional work should be recorded and approved before implementation.

8. Cancellation after acceptance

8.1 Once work has commenced

Once TESSERA has commenced work on an accepted project:

  • completed work is fully earned and is not refundable;
  • work reasonably in progress remains chargeable;
  • amounts already properly paid and earned are not refundable merely because the Client later cancels, pauses, changes direction or decides not to proceed;
  • planning, research, setup and implementation already undertaken remain chargeable;
  • approved non-recoverable third-party costs remain payable;
  • reserved project capacity may be taken into account to the extent reasonably and lawfully chargeable;
  • any further amount properly due for work completed or in progress up to cancellation remains payable.

The fact that a project has not yet reached final completion does not create a right to a refund of amounts already properly earned after work has started.

8.2 Before work has commenced

Where cancellation occurs before substantive work has begun, the account will be reconciled having regard to work already undertaken, non-recoverable costs, any reasonable lawful cancellation amount, and any statutory right that cannot lawfully be excluded.

8.3 Statutory rights

Nothing in these Terms excludes a cancellation, cooling-off, refund or other right that applies under South African law and cannot lawfully be excluded or limited.

9. Third-party services

Shopify, themes, apps, domains, payment gateways, couriers, analytics systems, Meta, Google and other external services operate independently of TESSERA.

TESSERA cannot guarantee their:

  • approval decisions;
  • uptime;
  • pricing;
  • policies;
  • future functionality;
  • continued compatibility.

TESSERA remains responsible for its own implementation work where third-party configuration is expressly included in the scope.

10. Ownership, access and no lock-in

Where practical, business-critical accounts should be held in the Client's name.

After settlement of amounts properly due and completion of handover, the Client should control its:

  • Shopify store;
  • domain;
  • payment accounts;
  • Google / Meta assets;
  • email platform;
  • logistics accounts;
  • analytics;
  • other Client-owned business accounts.

TESSERA does not use ownership of Client accounts, credentials or data to force continued support.

Optional post-handover support is separate from the completed project.

11. Intellectual property

Subject to payment of amounts properly due:

  • the Client owns bespoke final deliverables created specifically for that Client;
  • Client-owned branding, content, photography, data and other lawful Client-supplied assets remain Client property;
  • third-party themes, apps, fonts, libraries and licensed assets remain subject to their own licence terms.

TESSERA retains ownership of its:

  • pre-existing know-how;
  • methods and processes;
  • generic code patterns;
  • reusable snippets and components;
  • internal tools and automation;
  • templates;
  • non-client-specific concepts.

Where reusable TESSERA material is embedded in a delivered solution, the Client receives a permanent right to use that material as part of the delivered solution.

No exclusivity over general functionality

Unless expressly agreed otherwise in writing, the Client does not acquire exclusive rights over general website concepts, ecommerce functionality, layouts, page structures, navigation approaches, catalogue architecture, filtering logic, comparison methods, workflows, technical approaches, reusable code patterns, common design conventions or other non-client-specific know-how.

TESSERA may use or adapt similar functionality, structures and methods for other Clients, provided it does not reproduce protected Client branding, confidential information, proprietary Client content or another Client-owned asset protected by law.

12. Confidentiality and Client information

TESSERA uses Client information only to the extent reasonably necessary to perform the agreed work.

TESSERA does not:

  • sell Client information;
  • share Client information for unrelated purposes;
  • routinely outsource Client work;
  • routinely provide Client credentials or personal information to external parties.

Information may be disclosed where technically necessary for the Client's own service/platform, expressly authorised by the Client, or required by law.

If an external specialist is ever genuinely required and would need confidential or personal information, Client approval should normally be obtained before access is provided, unless disclosure is required by law.

13. Quality assurance, acceptance and defects

TESSERA uses a controlled QA and handover process appropriate to the agreed scope.

The Client normally receives 5 business days for final review / acceptance unless otherwise agreed.

Silence does not automatically constitute substantive acceptance. A delayed Client response may, however, affect project scheduling.

The standard included post-handover defect-support period is 21 calendar days unless the Proposal states otherwise.

A covered defect is a material failure of delivered work to perform in accordance with the accepted scope.

New features, new content, preference changes, Client/third-party modifications, platform changes, new products and ongoing optimisation are not defects.

The contractual defect-support period does not remove any statutory right that cannot lawfully be excluded.

14. No business-result guarantees

TESSERA does not guarantee:

  • sales;
  • conversion rate;
  • revenue;
  • traffic;
  • SEO ranking;
  • advertising return;
  • third-party approval;
  • platform uptime;
  • permanent compatibility with future third-party changes.

This does not reduce TESSERA's obligation to perform the agreed professional services with reasonable care and in accordance with the accepted scope.

15. Limitation of liability

To the maximum extent permitted by law:

  • TESSERA's aggregate liability arising from a project is limited to the professional fees paid to TESSERA for that project;
  • TESSERA is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of opportunity or reputational loss arising from matters outside the direct agreed service outcome;
  • TESSERA is not responsible for loss caused by Client-supplied inaccuracies, Client business decisions, third-party outages or decisions, external app changes, market conditions, advertising performance, Client/third-party modifications after handover, or matters outside TESSERA's reasonable control.

These limitations do not apply where liability cannot lawfully be excluded or limited, including where applicable in relation to fraud, deliberate or wilful misconduct, gross negligence or another non-waivable statutory liability.

Important: This section contains limitations of liability and allocation of risk.

16. Events beyond reasonable control

Neither party is liable for delay or failure caused by an event genuinely outside its reasonable control, provided reasonable notice is given where practicable and reasonable steps are taken to reduce the impact.

Affected delivery dates may move accordingly.

Amounts already due for work properly completed remain payable.

17. Support after handover

Ongoing maintenance and support are not automatically included after the project and defect-support period unless expressly stated.

TESSERA may offer:

  • prepaid support blocks;
  • monthly support retainers;
  • ad hoc support;
  • separately quoted project work.

Support terms are governed by the applicable Support Agreement or support schedule.

18. Governing law and disputes

These Terms and TESSERA's services are governed by the laws of the Republic of South Africa.

If a dispute arises, the parties should first attempt in good faith to resolve it through direct discussion between authorised decision-makers.

If unresolved, the parties may agree to mediation.

Nothing in these Terms removes any right to approach a competent South African court or use the Consumer Goods and Services Ombud, National Consumer Commission or another statutory remedy where applicable.

19. Changes to these website Terms

TESSERA may update these general website Terms from time to time.

A Client-specific project remains governed by the terms actually accepted for that project and any subsequently approved Change Records. Later website updates do not silently rewrite an already accepted project agreement.

20. Contact

Questions about these Terms may be directed to:

TESSERA
Email: info@tessera.web.za
Telephone: 068 799 1198
Address: 138 Bellairs Drive, Northriding, Randburg, Johannesburg, Gauteng, South Africa, 2169

Last updated: 24 September 2026