Terms Of Service

1. Introduction

These Terms of Service govern your access to and use of the HeySunbird website, content, resources, consulting services, project services, advisory services, support services, workshops, retainers, and any related digital materials.
 

By accessing our website, booking a call, accepting a proposal, signing a statement of work, paying an invoice, or using our services, you agree to these Terms.

If a separate signed agreement, proposal, retainer agreement, or statement of work applies, that document will take priority where it conflicts with these Terms.

2. Who We Are

HeySunbird provides consulting, planning, project support, implementation support, advisory, and related services for organisations working in online learning, higher education, digital education, learning technology, content development, LMS operations, and education services.
 

We are not a law firm, financial adviser, tax adviser, recruitment agency, university, accredited education provider, or software owner unless expressly stated in writing.

3. Use of Our Website

You agree to use our website lawfully and responsibly.

You must not:

• copy, scrape, reproduce, or republish our content without permission;

• interfere with the security or operation of the website;

• upload malicious code or attempt unauthorised access;

• misrepresent your identity or authority;

• use our website or materials for unlawful, abusive, misleading, or infringing purposes.

We can restrict or block access to the website if we reasonably believe these Terms have been breached.

4. Services

Our services are described in proposals, service pages, quotes, statements of work, retainer agreements, or written confirmations. Services can include:

• consulting and advisory support;

• online learning strategy and planning;

• LMS implementation planning or support;

• Moodle or learning technology advisory;

• project management;

• product, customer success, and implementation support;

• learning programme planning;

• service design;

• documentation and process development;

• workshop facilitation;

• retainer-based support;

• supplier or freelance coordination, where agreed.

We only provide services expressly agreed in writing. Anything not included in the agreed scope is excluded unless we agree to it separately.

5. No Guaranteed Outcome

We provide services with reasonable skill, care, and professional judgement. You acknowledge that outcomes depend on factors outside our control, including your internal decisions, stakeholder availability, data quality, budget, timelines, technology environment, third-party suppliers, leadership alignment, user adoption, and implementation capacity. We do not guarantee:

• revenue growth;

• enrolment growth;

• learner retention;

• product adoption;

• platform performance;

• accreditation outcomes;

• funding outcomes;

• regulatory approval;

• institutional approval;

• client acquisition;

• commercial success;

• uninterrupted third-party service availability.

Any forecasts, recommendations, timelines, estimates, or expected outcomes are professional estimates, not guarantees.

6. Client Responsibilities

You agree to:

• provide accurate, complete, and timely information;

• ensure you have authority to instruct us;

• provide access to relevant stakeholders, systems, documents, and context;

• review deliverables within agreed timeframes;

• make decisions required for progress;

• ensure your internal approvals are obtained;

• comply with applicable laws, policies, and procurement requirements;

• obtain all permissions, licences, and consents required for materials you provide to us;

• ensure your staff, contractors, and vendors cooperate where needed.

Delays caused by missing information, slow approvals, scope changes, unavailable stakeholders, or third-party delays can affect timelines, costs, and delivery dates.

7. Proposals, Quotes, and Validity

Unless stated otherwise, proposals and quotes remain valid for 14 calendar days from issue. We can withdraw or revise a proposal before acceptance. A proposal is accepted when you:

• sign it;

• confirm acceptance by email;

• pay a deposit or invoice;

• instruct us to begin work;

• otherwise confirm acceptance in writing.

8. Fees and Payment

Fees are set out in the applicable proposal, quote, statement of work, invoice, or retainer agreement.

Unless agreed otherwise:

• fees are quoted in South African Rand;

• invoices are payable within 7 calendar days of invoice date;

• work can pause if invoices remain unpaid;

• late payment can result in suspension of services;

• deposits, setup fees, and booked workshop fees are non-refundable unless required by law or agreed in writing;

• bank charges, currency conversion costs, and international transfer fees are for your account.

We reserve the right to charge interest on overdue amounts where permitted by law and to recover reasonable collection costs.

9. Retainers

Where services are provided on retainer:

• the retainer gives you access to a defined level of support for a defined period;

• unused time, capacity, or deliverables do not roll over unless agreed in writing;

• retainer work must fall within the agreed scope;

• urgent, high-volume, complex, or out-of-scope requests can require separate quoting;

• retainers renew only where agreed in writing;

• cancellation terms are set out in the applicable retainer agreement.

A retainer secures availability. It does not guarantee unlimited work or immediate turnaround unless expressly agreed.

10. Scope Changes

A scope change includes any request that changes the agreed deliverables, assumptions, timeline, complexity, volume, number of stakeholders, number of review rounds, meeting frequency, or required outputs.

Scope changes can result in revised fees, timelines, or delivery terms.

We are not required to begin out-of-scope work until the change is approved in writing.
 

11. Meetings, Workshops, and Cancellations

Where meetings or workshops are booked:

• you must give reasonable notice if you need to reschedule;

• missed meetings, late cancellations, or no-shows can be treated as delivered time;

• workshops cancelled on short notice can remain payable if preparation time has already been incurred;

• travel, venue, catering, platform, or third-party costs are payable if already committed.

Specific cancellation terms can be included in the proposal or statement of work.
 

12. Deliverables and Review Rounds

Deliverables are provided in the format agreed in writing. Unless stated otherwise, each deliverable includes one round of reasonable revisions based on the agreed scope.

Additional revision rounds, material rewrites, changed instructions, or new strategic direction can be quoted separately. A deliverable is deemed accepted if you do not provide written feedback within 7 calendar days of delivery.
 

13. Client Content and Materials

You retain ownership of materials you provide to us. You confirm that:

• you have the right to share those materials with us;

• our use of those materials for the agreed services will not infringe third-party rights;

• the materials are accurate and lawful;

• the materials do not contain confidential, sensitive, or personal information unless necessary for the services.

You are responsible for backing up your own files and source materials.
 

14. Our Intellectual Property

Unless agreed otherwise, we retain ownership of:

• pre-existing templates;

• frameworks;

• methods;

• processes;

• tools;

• models;

• know-how;

• working documents;

• proposal structures;

• rate cards;

• calculators;

• training approaches;

• reusable consulting assets;

• proprietary documentation;

• internal notes and processes.

Once you have paid all amounts due, you receive a non-exclusive, non-transferable licence to use final deliverables internally for the agreed business purpose.

You cannot resell, sublicense, publish, commercialise, or redistribute our materials unless we agree in writing.
 

15. Third-Party Tools, Platforms, and Suppliers

Our services can involve or refer to third-party tools, platforms, contractors, freelancers, software, AI tools, LMS vendors, hosting providers, payment providers, or content suppliers. We are not responsible for third-party:

• pricing;

• availability;

• uptime;

• support;

• security;

• product changes;

• data loss;

• licensing terms;

• service failures;

• delays;

• quality issues;

• regulatory compliance.

You are responsible for reviewing and accepting third-party terms before using third-party services.
 

16. AI-Assisted Work

We can use AI-assisted tools to support drafting, analysis, summarisation, planning, or workflow efficiency.

Where AI tools are used:

• we remain responsible for applying professional judgement to our work;

• you remain responsible for final business decisions and implementation;

• confidential or personal information should not be shared with AI tools unless agreed and appropriate safeguards are in place;

• AI-assisted outputs must be reviewed before relying on them.

We do not guarantee that AI-assisted outputs are error-free, complete, original, or fit for a specific legal, academic, regulatory, or commercial purpose without review.
 

17. Confidentiality

Each party must keep the other party’s confidential information confidential and use it only for the agreed purpose.

Confidential information includes business plans, pricing, client information, strategy documents, financial information, unpublished materials, personal information, technical information, and internal processes.

Confidentiality does not apply to information that:

• is already public;

• was known before disclosure;

• is lawfully received from a third party;

• must be disclosed by law;

• is independently developed without using confidential information.

18. Data Protection

We process personal information in line with our Privacy Policy. Where we process personal information on your behalf as part of the services, the parties can enter into a separate data processing agreement if required. You are responsible for ensuring that any personal information you provide to us has been collected and shared lawfully.

19. Publicity and Portfolio Use

Unless you object in writing, we can refer to your organisation name and logo in our client lists, credentials, proposals, and portfolio materials. We will not disclose confidential project details without permission.

Case studies, testimonials, or public references require written approval.

20. Suspension and Termination

We can suspend or terminate services if:

• payment is overdue;

• you breach these Terms;

• you fail to provide required information or cooperation;

• continuing the work creates legal, ethical, security, or reputational risk;

• the relationship becomes unworkable due to repeated delays, abusive conduct, or material scope uncertainty.

You can terminate services in line with the applicable proposal, retainer agreement, or statement of work.

On termination:

• you must pay for work completed, committed costs, and approved expenses up to the termination date;

• we can withhold final deliverables until payment is received;

• licences to unpaid work do not transfer.

21. Disclaimers

Our website content and general resources are provided for information only. They do not constitute legal, financial, tax, employment, academic accreditation, procurement, or regulatory advice. You should obtain specialist advice before relying on information for regulated, legal, financial, accreditation, compliance, or high-risk decisions.

22. Limitation of Liability

To the maximum extent permitted by law, we are not liable for:

• indirect, incidental, special, punitive, or consequential loss;

• loss of profit;

• loss of revenue;

• loss of opportunity;

• loss of goodwill;

• loss of data;

• business interruption;

• platform downtime;

• third-party service failure;

• decisions made based on incomplete or inaccurate client information.

To the maximum extent permitted by law, our total liability arising from any claim is limited to the fees paid to us for the specific services giving rise to the claim during the 3 months before the claim arose. Nothing in these Terms limits liability where the law does not permit limitation.

23. Indemnity

You agree to indemnify us against claims, losses, damages, penalties, costs, and expenses arising from:

• your breach of these Terms;

• unlawful materials or instructions provided by you;

• your breach of data protection laws;

• your infringement of third-party rights;

• your use or implementation of our deliverables outside the agreed purpose;

• claims brought by your users, learners, customers, contractors, or stakeholders due to your operations, decisions, or omissions.

24. Force Majeure

We are not liable for delay or failure caused by events outside our reasonable control, including power outages, internet failures, cyber incidents, illness, strikes, government action, war, civil unrest, natural disasters, platform outages, or third-party supplier failures.

25. Governing Law and Disputes

These Terms are governed by the laws of the Republic of South Africa. The parties will first try to resolve disputes through good-faith discussion. If unresolved, the dispute can be referred to mediation before litigation, unless urgent legal relief is required. The courts of South Africa have jurisdiction unless otherwise agreed in writing.

26. Changes to These Terms

We can update these Terms from time to time. The updated version will be posted on our website with a revised effective date. Continued use of our website or services after changes are posted means you accept the updated Terms.

27. Contact

For questions about these Terms, contact:

HeySunbird (Pty) Ltd
Email: hello@heysunbird.com