Terms and Conditions

1. Who we are

The Site is operated by Department Six (Pty) Ltd, a private company registered in the Republic of South Africa under registration number 2023/241890/07 ("Department Six", "D6", "we", "us" or "our").

Our registered office and physical address is 4th Floor, The Harrington, 50 Harrington Street, Zonnebloem, Cape Town, 8001, South Africa. You can reach us at hello@departmentsix.co. These details are published in terms of section 43 of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA").

Department Six operates six departments: D6 Ventures, D6 Creative Studio, D6 Product, D6 Engineering, D6 Harness and D6 Signal. References on the Site to a "department", "engine", "platform" or "discipline" describe how we organise our work. They do not describe separate legal entities. Every engagement is contracted with Department Six (Pty) Ltd.

2. What the Site is for

The Site describes our services, our work and our views. It is published for general information. Nothing on the Site is an offer capable of acceptance, a quotation, a guarantee of outcome, or professional advice of any kind, including legal, tax, financial, investment or regulatory advice.

Prices, rates, timelines, day rates and package descriptions shown on the Site are indicative. The price that binds us is the one in a signed proposal, statement of work or order confirmation. Where the Site displays prices in more than one currency, the conversion is for convenience only and is not a commitment to invoice in that currency.

Case studies and client names are published with permission and describe work as delivered at the time. Results achieved for one client are not a promise of results for another.

3. Enquiries and the contact form

When you submit the contact form you give us information so that we can respond. How we handle it is set out in our Privacy Policy at https://www.departmentsix.co/privacy, which forms part of these terms.

Sending us an enquiry, a brief or an idea does not create a confidential relationship, an engagement or any obligation on us. If you need confidentiality before you share detail, ask for a non-disclosure agreement first and we will provide one.

We use automated measures to stop abuse of the form, including rate limits and spam detection. We may ignore submissions that appear automated, abusive or unlawful.

4. Intellectual property in the Site

The Site and everything on it (text, design, layout, code, images, video, motion, typography, trade marks, the names of our departments and products, and the selection and arrangement of all of these) belong to Department Six or our licensors and are protected by South African and international intellectual property law.

You may view the Site, print or save pages for your personal reference, and share links to it. You may not copy, scrape, reproduce, modify, distribute, publicly display, create derivative works from, or commercially exploit any part of the Site without our prior written permission. Our name, logo and the names "Department Six", "D6", "D6 Ventures", "D6 Creative Studio", "D6 Product", "D6 Engineering", "D6 Harness", "D6 Signal" and "DVI" are our marks and may not be used without written consent.

Client work shown on the Site may include marks and materials belonging to our clients. They remain the property of those clients.

You may not use automated tools, bots, crawlers or AI training pipelines to harvest, index, reproduce or train on the Site's content, other than search engines honouring our robots directives for the purpose of indexing public pages.

5. Acceptable use

You agree not to use the Site in any way that is unlawful, that interferes with its operation or security, that attempts to gain unauthorised access to any part of it or to any connected system, that introduces malicious code, or that impersonates any person or misrepresents your affiliation with anyone.

We may suspend or restrict access to the Site, or any part of it, at any time and without notice where we reasonably believe these terms have been breached or to protect the Site.

6. Third-party links and content

The Site may link to websites, tools or content we do not control. Those links are provided for convenience. We do not endorse, and are not responsible for, the content, privacy practices or availability of third-party sites.

7. Availability and accuracy

We aim to keep the Site accurate and available, but we do not guarantee that it will be uninterrupted, error-free or free of harmful components, or that its content is complete or current. We may change, suspend or withdraw any part of the Site at any time.

To the fullest extent permitted by law, the Site is provided "as is" and "as available", without warranties of any kind, express or implied.

8. Liability for the Site

To the fullest extent permitted by law, Department Six, its directors, employees and contractors are not liable for any loss or damage of any kind arising from your use of, or inability to use, the Site or anything on it, including indirect, consequential, special or economic loss, loss of profit, loss of data or loss of business.

Nothing in Part A limits liability that cannot lawfully be limited, including under the Consumer Protection Act 68 of 2008 ("CPA") where it applies to you.

1. Definitions

• "Agreement" means the Proposal, these terms and any document expressly incorporated into either.
• "Client" or "you" means the person or entity named in the Proposal.
• "Deliverables" means the specific outputs identified in the Proposal that we are to hand over to you, in whatever medium.
• "Services" means the work described in the Proposal, including strategy, research, brand, design, content, product, engineering, AI automation, validation, consulting and venture-building work.
• "Fees" means the amounts payable under the Proposal, plus any variations agreed in writing.
• "D6 Materials" means everything we created or acquired before the engagement, or create during it that is not specific to you: our methods, frameworks, templates, scoring models (including the DVI), design systems, component libraries, code libraries, generators, tooling, prompts, agents, know-how and documentation, and all improvements to any of them.
• "Third-Party Materials" means anything owned by someone other than you or us that is used in or with the Deliverables: fonts, stock media, open-source software, platforms, APIs, hosting, models and licences.
• "Business Day" means a day other than a Saturday, Sunday or South African public holiday.
• "Writing" or "written" includes email.

2. How an engagement starts

An Agreement comes into force when the earliest of the following happens: you sign or countersign the Proposal; you accept it in writing; you pay a deposit or first invoice against it; or you instruct us to begin and we begin.

A Proposal is open for acceptance for 30 days from its date unless it says otherwise. Pricing in a Proposal assumes the scope, assumptions, timeline and dependencies it describes. If any of those change, the Fees and timeline may change with them.

We contract with the Client named in the Proposal. If you are entering the Agreement on behalf of a company or another person, you warrant that you have authority to bind them.

3. Scope, changes and estimates

We do what the Proposal says. Anything not described in the Proposal is out of scope. We welcome changes, and most engagements have them, but a change in scope, sequence, volume, platform or timeline is handled through a written change request setting out the effect on Fees and dates before the work is done. If you ask us to proceed with changed work before a change request is agreed, you accept that it will be charged at our then-current rates.

Where a Proposal gives a time-and-materials estimate rather than a fixed price, the estimate is our good-faith view of effort at the time. It is not a cap. We will tell you promptly if we expect to exceed it by more than 10%, and we will not knowingly exceed it without your approval.

Where a Proposal gives a fixed price, the price covers the scope described, the number of review rounds stated (two rounds per Deliverable unless stated otherwise), and delivery in the formats stated. Additional rounds, formats, variants or sizes are charged as changes.

Day and hourly rates for fractional or consulting work are billed in the increments stated in the Proposal and otherwise in half-day increments. Time spent on calls, reviews, travel at your request and coordination counts as time.

4. Your responsibilities

Good work depends on good inputs. You will: give us timely access to the people, information, content, accounts, systems, brand assets and approvals we reasonably need; nominate one person with authority to give decisions and approvals; respond to requests for information or sign-off within 5 Business Days unless the Proposal sets another period; and tell us promptly about anything that could affect the work.

You are responsible for the accuracy, legality and ownership of everything you provide to us, including content, data, claims, regulatory statements and third-party materials, and you warrant that our use of it as contemplated by the Agreement will not infringe any right or breach any law.

If your delays, missing inputs or late approvals stall the work, we may reschedule the timeline, invoice for milestones reached, and charge for time reasonably lost. If an engagement is paused for more than 30 days for reasons on your side, we may treat it as terminated under clause 13 or re-quote the remaining work.

5. Reviews, approvals and acceptance

We will present Deliverables for review at the stages described in the Proposal. You will review each Deliverable and either approve it or give consolidated, specific written feedback within 5 Business Days (or the period in the Proposal). Feedback should come through your nominated decision-maker.

A Deliverable is accepted when you approve it in writing, when you use it in production or publish it, or when 10 Business Days pass after delivery without written rejection stating the material respects in which it does not meet the Proposal. Acceptance of a stage is final, and later changes to an accepted stage are chargeable.

For software, acceptance is measured against the written requirements or acceptance criteria in the Proposal. Preference, taste or new requirements are not defects.

6. Fees, invoicing and payment

Fees are stated in the Proposal and are exclusive of VAT and any other applicable tax, which will be added where required. Fees are invoiced in South African Rand unless the Proposal states another currency. Where we invoice in a foreign currency, you bear any bank, conversion or intermediary charges so that we receive the full invoiced amount.

Unless the Proposal says otherwise: project work is invoiced 50% on acceptance of the Proposal and the balance on delivery or at the milestones in the Proposal; retainers and fractional engagements are invoiced monthly in advance; time-and-materials work is invoiced monthly in arrears. Expenses agreed in advance (travel, stock, licences, paid tools, print, media spend) are invoiced at cost plus 10% handling unless the Proposal says otherwise.

Invoices are payable within 14 days of the invoice date, by electronic funds transfer to the account on the invoice. Work does not start until any deposit is received in cleared funds.

If an invoice is overdue we may, on 5 Business Days' written notice, suspend the Services, withhold Deliverables, source files and credentials, and pause any hosting, domains or services we administer on your behalf, until payment is made. Overdue amounts bear interest at 2% per month, calculated daily and compounded monthly, from the due date to the date of payment, and you will reimburse our reasonable costs of recovery, including attorney and client costs and collection commission.

You may not withhold or set off payment because of a dispute about part of an invoice. Undisputed amounts remain payable on the due date and disputed amounts are dealt with under clause 17.

We may review rates for retainers, subscriptions and fractional engagements once a year on 30 days' written notice.

7. Intellectual property in the work

Our position is simple: you own what you pay for, we keep what makes us good at this, and third parties keep what is theirs.

Deliverables. On payment of all Fees for the relevant Deliverable, we assign to you all intellectual property rights in the final Deliverables that are specific to you (your brand identity, your designs, your copy, your product's bespoke code and content). Until payment in full, we grant you a revocable licence to use the Deliverables for review only, and we remain the owner.

D6 Materials. We retain all rights in D6 Materials, including any D6 Materials embedded in or used to produce the Deliverables. To the extent D6 Materials are embedded in a Deliverable, we grant you a perpetual, non-exclusive, royalty-free, worldwide licence to use them as part of that Deliverable, for your own business purposes, and to have others do so on your behalf. You may not extract D6 Materials to use separately, resell them or offer them as a service to others.

Concepts not selected. Where we present options and you select one, rights pass only in the selected option. Unselected concepts, drafts, directions and working files remain ours and may be reused.

Third-Party Materials remain the property of their owners and are governed by their own licences. We will identify material Third-Party Materials, including open-source components and their licences, and you are responsible for maintaining any ongoing subscriptions or licences in your name after handover (fonts, stock, platforms, APIs, hosting, AI model access). We do not buy licences in our name on your behalf unless the Proposal says so.

Source files. Final, approved Deliverables are supplied in the formats stated in the Proposal. Editable source files, design files and repositories are supplied where the Proposal says so. Where they are, they are supplied in their working state and without warranty as to their organisation or portability.

Moral rights. To the extent permitted by law, we waive, and will procure that our personnel waive, moral rights in the Deliverables, and you waive any moral rights that would restrict our use under clause 8.

8. Credit and portfolio

We may identify you as a client, describe the engagement in general terms, and display the Deliverables in our portfolio, website, social channels, case studies, award entries and pitches, once the work is public or you have approved its release. We will respect any embargo you tell us about in writing and will remove or anonymise work on reasonable request where confidentiality requires it.

Where appropriate to the medium we may include a discreet credit on work we produce, such as a "Site by Department Six" line in a footer. You may ask us to remove it.

9. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the engagement, and disclose it only to personnel, contractors and advisers who need it and are bound by equivalent obligations. Confidential information does not include information that is public without breach, already known to the recipient, independently developed, or lawfully obtained from a third party.

Either party may disclose confidential information where required by law or a court, after giving the other reasonable notice where lawful. These obligations last for 3 years after the engagement ends, and indefinitely for trade secrets and personal information.

10. Personal information and data

Where you give us personal information about your customers, users, staff or others so that we can perform the Services, we process it as your operator under the Protection of Personal Information Act 4 of 2013 ("POPIA") (and, where it applies, as your processor under the GDPR or UK GDPR). We will process it only on your documented instructions, keep it secure, and return or delete it at the end of the engagement, subject to our retention obligations. Our Privacy Policy at https://www.departmentsix.co/privacy sets out our standard commitments, and we will sign a data processing agreement where the engagement calls for one.

You are responsible for having a lawful basis to collect and share that personal information with us, for the notices you give to data subjects, and for any instructions you give us about it.

Where we design or build products that collect personal information from your users, you are the responsible party for that product once it is in your control. We build to good privacy practice but you remain responsible for its lawful operation, including your own privacy notices, consents and records.

11. Tools, platforms, AI and hosting

We build on third-party platforms (for example Webflow, Vercel, Supabase, Payload, Figma, cloud and AI providers) and use third-party tools and models in our work. We select them with care, but we do not control them, and we are not liable for their availability, pricing, policy changes, outages, data handling or discontinuation. Where a Deliverable depends on a platform, you accept that platform's terms and are responsible for the account and its ongoing cost unless the Proposal says otherwise.

We use artificial intelligence tools in research, writing, design, engineering and automation where we judge it improves the work. Final Deliverables are reviewed and directed by people. Where a Deliverable is itself an AI system (for example work by D6 Harness), the Proposal will describe what it does, its known limitations, and the human oversight required. AI systems produce probabilistic output; we do not warrant that any AI output will be accurate, complete, unbiased or fit for a decision that has legal or safety consequences unless the Proposal expressly says so. We will not use your confidential information to train models that serve other clients.

Where we host, administer or hold domains, DNS, accounts, credentials or subscriptions for you, we do so as a courtesy and at your risk. You are responsible for keeping them paid and renewed, and we may hand them over at any time on reasonable notice. We will hand them over promptly on request once all Fees are paid.

12. Warranties and support

We warrant that the Services will be performed with reasonable skill and care, by appropriately experienced people, and that the Deliverables will materially conform to the Proposal on acceptance.

For software and websites we build, we will correct at no charge any reproducible defect, being a failure to meet the written requirements in the Proposal, that you report in writing within 30 days after acceptance. This warranty does not cover defects caused by changes made by you or others, by third-party platforms, browsers or dependencies updating, by content you add, or by use outside the requirements. Support, maintenance, updates and hosting beyond that period are provided only under a separate support arrangement.

We do not warrant outcomes. Strategy, brand, growth, validation and venture work involve judgement about uncertain markets. Metrics, projections, scores (including DVI scores), forecasts and recommendations we provide are our professional opinion at the time, not guarantees of commercial results, funding, traffic, conversion, revenue, valuation or regulatory approval.

Except as expressly stated in the Agreement, and to the fullest extent permitted by law, we exclude all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise.

13. Term, termination and suspension

Project engagements end on completion. Retainers, subscriptions and fractional engagements run for the initial term in the Proposal (and, if none, month to month) and continue until either party gives 30 days' written notice.

Either party may terminate the Agreement on written notice if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent, enters business rescue, liquidation or an arrangement with creditors, or stops trading. We may terminate immediately if you fail to pay an overdue invoice within 14 days of a demand.

You may terminate an engagement for convenience on 30 days' written notice. On termination for any reason you will pay for all Services performed and expenses incurred up to the end date, plus, where you terminate for convenience or we terminate for your breach, any non-cancellable commitments we have made for the engagement and any cancellation fee stated in the Proposal. Work in progress is handed over as is on payment.

Clauses that by their nature are meant to survive (including fees, intellectual property, confidentiality, data, liability, non-solicitation, dispute resolution and governing law) survive termination.

14. Limitation of liability

This clause allocates risk between us and is reflected in our pricing. Please read it.

To the fullest extent permitted by law, neither party is liable to the other, whether in contract, delict (including negligence), under statute or otherwise, for any indirect, consequential, special or punitive loss, or for loss of profit, revenue, business, goodwill, anticipated savings, data or opportunity, even if advised of the possibility.

To the fullest extent permitted by law, our total aggregate liability under or in connection with the Agreement, however arising, is limited to the Fees actually paid by you to us under that Agreement in the 12 months immediately before the event giving rise to the claim (or, if less than 12 months have elapsed, the Fees paid to date).

Nothing in the Agreement excludes or limits liability for fraud, for death or personal injury caused by negligence, for wilful misconduct, or for any liability that cannot lawfully be limited.

You will indemnify us against claims, losses and costs arising from content, data, instructions or materials you supply, from your use of the Deliverables after acceptance, and from your breach of law or of the Agreement.

Any claim against us must be notified in writing within 6 months of the event giving rise to it, failing which it is waived to the extent the law permits.

15. People and non-solicitation

Our people are the business. During an engagement and for 12 months after it ends, you will not directly or indirectly solicit, employ or engage (as employee, contractor or otherwise) any person who was employed or engaged by Department Six and involved in your engagement, without our prior written consent. If you do, you will pay us, as a reasonable pre-estimate of our recruitment and training cost and loss, a fee equal to 50% of that person's annual remuneration or fee value with us. General advertising not targeted at our people is not solicitation.

We may subcontract parts of the Services to specialists we trust. We remain responsible to you for their work and bind them to equivalent confidentiality and intellectual property terms.

Our personnel and contractors are not your employees. Fractional and embedded engagements do not create employment, partnership, joint venture or agency, and no party may bind the other.

16. D6 Ventures, equity and validation work

D6 Ventures takes equity or other participation in companies we help build. Any description on the Site or in conversation of how such arrangements work is a commercial summary only. Equity, revenue share, convertible instruments, warrants, vesting, governance, information rights and exit terms are agreed only in separate, signed investment, shareholder or services-for-equity documents prepared with legal advice on both sides. No equity arrangement arises from these terms, from a Proposal, or from any discussion, email or term sheet unless and until those documents are signed.

Department Six is not a financial services provider, financial adviser, investment manager, broker or crowdfunding platform. Nothing we publish or say is advice as defined in the Financial Advisory and Intermediary Services Act 37 of 2002 or any equivalent law, and nothing is an invitation to the public to subscribe for securities. Any decision to invest in, found, join or fund a business is yours and should be made on your own advice.

D6 Signal and similar validation work produce evidence, analysis and opinion to inform your decision. A favourable result is not a recommendation to proceed, and an unfavourable result is not a prediction of failure.

Where we work with a company in which we hold or may hold an interest, we will tell you, and we will manage any conflict of interest in good faith and in writing.

17. Disputes

If a dispute arises, the first step is a conversation. Either party may refer the dispute in writing to the other's senior decision-maker, and the two will meet (in person or by video) within 10 Business Days to try to resolve it.

If that fails within 20 Business Days of the referral, the dispute will be finally resolved by arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) under its commercial rules by a single arbitrator, seated in Cape Town, conducted in English. The arbitrator's award is final and binding and may be made an order of court. Where the dispute is with a Client outside South Africa, arbitration under the AFSA international rules applies and the parties may agree to conduct hearings remotely.

Nothing in this clause prevents either party from seeking urgent or interim relief from a competent court, or us from suing for undisputed Fees in the Magistrates' Court or the Western Cape Division of the High Court, Cape Town, to whose jurisdiction you consent.

18. General

• Governing law. The Agreement and these terms are governed by the law of the Republic of South Africa.
• Entire agreement. The Agreement is the whole agreement between us about its subject matter and replaces all prior proposals, discussions and representations. Neither party relies on any statement not recorded in it.
• Changes. No variation, waiver or cancellation is binding unless in writing and accepted by both parties. We may update Part B from time to time by publishing a new version at https://www.departmentsix.co/terms; the version in force when a Proposal is accepted applies to that Proposal.
• Assignment. You may not assign or transfer the Agreement without our written consent. We may assign it to a successor in our business on notice to you.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including power and connectivity failure, platform outages, strikes, pandemic measures, civil unrest, acts of government, or failures of third-party providers, provided it tells the other promptly and takes reasonable steps to mitigate. Payment obligations are not excused.
• Notices. Formal notices must be in writing and sent by email to the addresses in the Proposal (for us, hello@departmentsix.co) with a copy by courier to 4th Floor, The Harrington, 50 Harrington Street, Zonnebloem, Cape Town, 8001, South Africa, which we choose as our domicilium citandi et executandi. A notice is deemed received on the next Business Day after sending by email, or on delivery by courier.
• Severability. If any provision is found unenforceable, it is severed to the minimum extent necessary and the rest remains in force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it.
• Costs. Each party bears its own costs of negotiating and concluding the Agreement.
• Counterparts and electronic signature. The Agreement may be accepted and signed electronically, in counterparts, and such acceptance is binding under ECTA.

19. Contact

Questions about these terms: hello@departmentsix.co. Formal notices: see clause 18. Department Six (Pty) Ltd, registration number 2023/241890/07, 4th Floor, The Harrington, 50 Harrington Street, Zonnebloem, Cape Town, 8001, South Africa.