Terms & Conditions

Issue Date: 10 March 2025
Revision: 15

Welcome to RAS Digital Marketing’s Terms and Conditions.

1. INTRODUCTION

1.1. This Agreement, including any Annexures, formed between RAS Digital Marketing (Pty) Ltd (“Provider”) and the Client (“Client”), collectively referred to as the parties (“Parties”), aims to establish terms for digital marketing services, the (“Service”) provided by the Provider to meet the Client’s digital marketing needs while outlining the Parties role’s in ensuring successful implementation of the Service.
1.2. The Provider, holding the registration number 2019/191867/07, is based in Cape Town, South Africa, 8001, and is accessible online at www.rasdigitalmarketing.com for contact and further information.
1.3. The Parties mutually acknowledge and agree that their relationship shall consistently abide by the principle of good faith. The Parties commit to fulfilling their responsibilities with professionalism, transparency, mutual respect, and consideration towards one another.
1.4. Except as specifically outlined in this Agreement, this Agreement does not establish an agency, partnership, or joint venture relationship between the Parties. Neither party has the authority to bind the other to any obligations except as expressly specified in this Agreement.

2. INTERPRETATION

2.1. In this Agreement with its Annexures, unless clearly inconsistent with or otherwise indicated by the context, the following expressions bear the meanings set out hereunder:
2.1.1. “Agreement” means a formal contract between two or more parties, enforceable by law. It outlines the rights, responsibilities, and obligations of each party, ensuring mutual commitments are fulfilled as set out in this document together with all annexures where applicable hereto;
2.1.2. “Annexures” refers to legally binding documents attached to this Agreement and referenced within it, containing detailed information or additional enforceable terms essential for its implementation.
2.1.3. “Client” means the natural person or entity to whom and/or on whose behalf the Provider supplies the Service;
2.1.4. “Competitor” means any individual entity that operates in the same or similar industry as the Provider, offering similar or substitutable products, services, or solutions, and competes for the same customer base or market share;
2.1.5. “Companies Act” means the Companies Act No. 71 of 2008 of South Africa as amended from time to time;
2.1.6. “Data message” means a data message as defined by the Electronic Communications and Transactions Act No. 25 of 2002, including but not limited to an email message;
2.1.7. “Digital Assets” means any valuable digital marketing assets like platforms, websites, online content or media, such as documents, images, videos, and discoverable audio files;
2.1.8. “Electronic Signature” shall mean an electronic signature as defined by the Electronic Communications and Transactions Act No. 25 of 2002;
2.1.9. “Handover” means the formal transfer of access and responsibility after project completion and payment;
2.1.10. “Invoice” refers to the billing document detailing services and amounts payable;
2.1.11. “Materials” includes, but is not limited to, content types such as text, images, videos, audio, digital files, social media posts, URLs, and marketing materials;
2.1.12. “Personal Data” means personal data as defined in the Protection of Personal Information Act No.4 of 2013;
2.1.13. “Project Plan” means a simple roadmap detailing strategy, timelines, and actions to meet the Client’s online marketing goals.
2.1.14. “Proposal” means a digital marketing proposal that outlines an online marketing strategy for approval or collaboration.
2.1.15. “Service” refers to digital asset development and/or digital marketing services, including but not limited to website hosting, email hosting, cloud storage, and associated technical support, all of which are designed, developed, procured, or provided by the Provider.
2.1.16. “Third Party Digital Service” refers to an external entity or individual hired to manage and execute digital marketing strategies and campaigns in addition to those offered by the Provider. (reference to “Competitor” 2.1.4)
2.1.17. “Testing Period” refers to the time allocated for the Client to evaluate and request changes before final approval.
2.1.18. “Third Party Services” means services obtained by the Provider from individuals or entities, whether domestic or international, other than the Provider, for the Client’s benefit.
2.1.19. “Working Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
2.2. Any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa.
2.3. The clause headings inserted into this Agreement have been inserted for convenience only and shall not be considered in its interpretation.

3. SERVICE SCOPE

3.1. The Service encompasses the development of digital assets, website hosting, and/or the creation and management of digital marketing services, as specified in the Annexures and Invoice.
3.2. The Client is required to review this Agreement, including all applicable Annexures, and acknowledges that by signing, they agree to be bound by all terms and conditions contained herein and, in the Annexures, whether they have read them or not.

4. COMMENCEMENT AND DURARTION

4.1. This Agreement becomes effective upon signature by both parties and full payment as detailed in the Invoice. The commencement and duration of the services are specified in the relevant Annexures and tailored to the purchased Service, as outlined in the Invoice.

5. TERMINATION

5.1. Either party may terminate this Agreement with immediate effect if the other party commits a material breach of its obligations under this Agreement, which is not remedied within fourteen (14) days after receiving written notice that specifies the breach and demands rectification.
5.2. Termination can also occur if a party becomes insolvent, declares bankruptcy, or undergoes any liquidation proceedings.
5.3. Additional termination provisions outlined in the Annexures shall also apply.
5.4. A cancellation fee may be applicable in the event of service termination, the amount of which will be determined based on the stage of service delivery and any incurred costs.

6. FEES AND PAYMENT

6.1. The Fees are charged as detailed in the Invoice and must be paid via Electronic Funds Transfer (EFT) upon receipt of the Invoices.
6.2. Failure to pay within seven (7) days of invoice issuance may result in project suspension. Reactivation is subject to a reactivation fee and adjusted timeline. If the Client terminates during suspension, a cancellation fee may apply as defined in the Annexure. Suspension does not waive any due payments.
6.3. Payments can be made in South African Rand (ZAR), United States Dollars (USD), or other agreed currencies. The Client is responsible for ensuring the net amount specified is received by the Provider, covering any international transfer fees.
6.4. The Provider is VAT registered, and applicable VAT charges will be shown on the invoice as per South African tax laws. The Client must pay all invoiced amounts, including VAT. VAT-registered Clients must provide their VAT number for accurate billing.

7. REFUNDS

7.1. The Client hereby acknowledges and agrees that payments are non-refundable due to the upfront work, non-recoverable expenses, and incurred costs related to personnel, technology, third-party tools, and advertising required for digital asset development and marketing services. These payments are deemed compensation for services rendered and resources allocated towards planned activities.
7.2. The terms regarding refunds shall remain in effect even after the termination or expiration of this Agreement.

8. PROVISION OF MATERIALS AND INFORMATION

8.1. Within the scope of this Agreement, “Material” includes, but is not limited to, content types such as text, images, videos, client testimonials, audio, digital files, social media posts, URLs, and marketing materials intended for utilisation in the Service across various online platforms.
8.2. Upon initiation of the Service or any subsequent request, the Client agrees to provide the Provider with all necessary Materials and information required for the Service or as otherwise mutually agreed in writing.
8.3. If the Client fails to provide the requested materials by the specified date, the Provider is released from the original project timeline, and a new timeline will be established upon receipt of the necessary materials. Additional costs may apply due to delays. If the Client does not respond within fourteen (14) days, the Service is forfeited for that invoice period, with no refunds, transfers, or rollover options available.
8.4. The Client gives the Provider a non-exclusive, worldwide, royalty-free license to use the Materials in delivering the Service under the condition that this use complies with the required laws and regulations.
8.5. The Client assures they have the rightful ownership or necessary permissions for using the supplied Materials in the Service, ensuring compliance with intellectual property rights, including content, trademarks, and privacy rights. The Client also guarantees that the use of these Materials does not infringe upon the rights of third parties as per the applicable copyright laws.
8.6. The Client agrees to indemnify the Provider against any claims or losses resulting from the use of any Materials in the Service.

9. MATERIAL CREATION & MODIFICATIONS

9.1. The Provider commits to creating Materials that comply with established digital marketing norms and adhere to the guidelines set by applicable advertising standards and relevant third-party platforms. Additionally, when possible, the Provider integrates the Client’s Materials into the content being created.
9.2. The Client is entitled to one free review upon request and may propose minor adjustments to the Materials. The Provider will evaluate the proposed adjustments and may agree to implement them or propose alternatives to help maintain the project timeline. Once agreed upon, the Provider will make a reasonable effort to accommodate these adjustments, provided they fall within the original project scope.
9.3. The Client acknowledges that if the adjustments impact the project timeline, the Provider will update the timeline accordingly and inform the Client of the revised delivery schedule.
9.4. If the Client fails to provide the reviewed materials by the specified date, the Provider is released from the original project timeline, and a new timeline will be established upon receipt of the necessary Materials. Additional costs may apply due to delays. If the Client does not respond within fourteen (14) days, the Service is forfeited for that invoice period, with no refunds, transfers, or rollover options available.
9.5. If the Client requires further reviews or modifications beyond the initial complimentary review, the Provider imposes an extra charge at an hourly rate.
9.6. The Client acknowledges and agrees that ownership of any digital assets and/or Materials transfers to them only upon full payment. In the event of non-payment and termination of the Agreement, the Provider may revoke the Client’s access to these digital assets or Materials.
9.7. No other party may use the Materials created by the Provider without written consent while this Agreement is in effect.

10. VOLUNTARY ADVICE

10.1. The Provider does its best to offer advice, but the Client understands and agrees that any advice and information provided by the Provider are offered without charge, in good faith, and reflect the Provider’s current knowledge and understanding.
10.2. The Provider is not liable for any loss or damage resulting from potentially inaccurate information, delays in communication, or the Client’s failure to follow the advice provided.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. The Client exclusively owns all original Materials and content specifically created for them during the Service upon full payment. The Provider retains the right to reuse general knowledge, skills, methods, and experience gained without violating this Agreement.
11.2. No third party or competitor may use any Materials or Assets created by the Provider for the Client without explicit written approval from the Provider. This ensures that all assets, content, strategies, and intellectual property developed are protected from unauthorised use or duplication, maintaining the integrity and exclusivity of the Service provided.
11.3. The Provider obtains necessary permissions for third-party intellectual property, where applicable, used during the creation of the Materials. The Client grants a usage license under specific terms, including duration, scope, and restrictions, in writing if applicable.
11.4. In case of a verified infringement, the Provider takes corrective action, which may include modifying or discontinuing the Materials. The Provider’s liability is limited to actions within their direct control, and it does not extend to modifications made by the Client or misuse of the Materials in violation of this Agreement.
11.5. In the event of an intellectual property infringement claim, the Provider consults with the Client to amend the Materials as necessary. This may involve redesign or replacement of the disputed content. Costs associated with such amendments, unless due to the Provider’s initial non-compliance, are borne by the Client.
11.6. The Client shall hold the Provider harmless from any losses arising from the Client’s failure to adhere to the Intellectual Property clause outlined in this Agreement or the improper use of third-party licenses.
11.7. Upon termination of this Agreement, the Client is granted a non-exclusive, permanent license to use all original Materials and content created specifically for them during the Service. This license does not extend to any software, themes, or other third-party software that require annual renewals for updates, which the Client must maintain separately according to the respective third-party terms and licensing agreements. The Provider is not liable for any termination of these licenses initiated by third parties.

12. DATA PROTECTION AND PRIVACY

12.1. The Provider complies with applicable data protection and privacy laws concerning any personal data processed during the provision of the Service as per the Privacy Policy.
12.2. The Client ensures that the Provider is provided with Personal Data in compliance with privacy laws and regulations when requested and that the necessary consent has been obtained for its use in the Service.
12.3. The Client is responsible for complying with applicable privacy laws and ensuring that appropriate procedures and policies are in place to manage all related activities.

13. FORCE MAJEURE

13.1. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, wars, riots, terrorist acts, epidemics, pandemics, or government actions.

14. NON-DISCLOSURE & CONFIDENTIALITY

14.1. For this Agreement, “Confidential Information” includes, but is not limited to, trade secrets, plans, strategies, tactics, materials, financial information, technical data, personal records, and intellectual property that are not publicly known and which the disclosing party considers confidential.
14.2. The receiving party agrees to:
14.2.1. Maintain the confidentiality of all Confidential Information received from the disclosing party.
14.2.2. Not disclose such information to any third party without the prior written consent of the disclosing party.
14.2.3. Use the Confidential Information solely in connection with fulfilling its duties and as permitted under this Agreement.
14.3. Confidential Information does not include information that:
14.3.1. Is or becomes publicly known through no breach of this clause by the receiving party;
14.3.2. Is received from a third party without breach of any obligation of confidentiality;
14.3.3. Is independently developed by the receiving party without the use of or reference to the disclosing party’s confidential information.
14.4. If the receiving party is required by law to disclose any Confidential Information, the receiving party must give the disclosing party prompt written notice of such requirement so that the disclosing party may seek a protective order or other appropriate remedy.
14.5. These confidentiality obligations remain effective during the Agreement and for five (5) years after termination.
14.6. Any breach of this clause may result in irreparable harm to the disclosing party, for which damages alone may not be an adequate remedy. Consequently, the disclosing party shall be entitled to seek injunctive relief as well as damages and any other legal remedies available.

15. TRANSFER OF RIGHTS

15.1. The Client shall not cede, assign, or transfer any of its rights or obligations in terms of this Agreement without the prior consent in writing of the Provider.

16. GOVERNING LAW

16.1. This Agreement is governed by South African law, and both Parties shall comply with all relevant international, national, and regional laws related to this Agreement.
16.2. Should a conflict arise between South African law and international regulations, South African law shall prevail, and both Parties reasonably endeavour to align with and adhere to both sets of laws to the extent feasible.

17. LIABILITY

17.1. The Client must disclose in writing any risks associated with their products, services, or materials that could adversely affect the Service, the Provider, or any third party. Known risks must be disclosed at the start of the Service, and new risks must be reported in writing within 48 hours of identification.
17.2. The Client indemnifies the Provider against losses resulting from reliance on the Client’s incomplete, inaccurate, or legally problematic information and against third-party claims affecting the Service. This indemnification includes any claims, damages, losses, liabilities, and legal fees.
17.3. The Provider’s liability is limited to managing the Service and does not extend to undisclosed risks, legal violations by the Client, or any third-party claims related to the Service.
17.4. In the event of third-party platform disruptions or impacts, the Provider is not liable, but provisions for the Service adjustment or renegotiation may apply. Additionally, the Client agrees to comply with all applicable laws and regulations in their performance under this Agreement. Breach of these laws and regulations by the Client results in the Client being solely responsible and indemnifying the Provider against any resulting claims, losses, damages, liabilities, and legal fees.
17.5. The Client must maintain appropriate insurance to cover claims related to the Service. This includes general and professional liability. In the event of a claim, the Client’s insurance is the primary source of coverage. Failure to maintain this insurance results in the Client being solely responsible for all related claims, absolving the Provider of any financial or legal liability.

18. WARRANTIES

18.1. The Provider offers the Service without any express or implied warranties regarding results or outcomes. The Client recognises that the Service effectiveness is subject to variables outside the Provider’s control, such as product or service demand, market trends, consumer behaviour, and competition.
18.2. The Provider explicitly disclaims all warranties to the fullest extent permitted by law, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Any discussions or promotional Materials presenting potential Service results are purely informational and do not represent guarantees.
18.3. The Client accepts full responsibility for assessing the Service relevance and alignment with their needs and goals. The Provider does not warrant that the Service meets the Client’s expectations or stated requirements.
18.4. The Client agrees that any claim or dispute related to the Service is governed by the limitations of liability and the indemnification terms detailed within this Agreement.
18.5. The Client must maintain adequate insurance for their products or services, particularly for those considered high-risk or sensitive, to cover potential liabilities or losses.
18.6. The limitations on warranties and liabilities presented here are upheld to the maximum extent permitted by law. The Client concedes that the distribution of risk defined in this Agreement is fair and a fundamental element of the negotiated terms.
18.7. This Warranty Clause overrides all prior discussions, Agreements, and understandings related to the Service warranties and guarantees, establishing this document as the definitive record of the Parties’ Agreement.

19. NOTICES

19.1. Except for any specific communication and reporting requirements stated elsewhere in this Agreement, all notices or other documents to be given under this Agreement must be provided in writing and shall:
19.1.1. If delivered by courier service, be deemed to have been duly received by the addressee on the date of delivery;
19.1.2. If sent by email to the correct address, it’s deemed received within the business hours (8 AM – 4 PM) on any business day or by noon on the following business day if sent outside of those hours.
19.2. Email is the communication medium to ensure there is a record of communication.
19.3. Both parties agree to use official email addresses linked to the business, including an email signature with the authorised name, job title, business name, contact details, and electronic signatures, and to request receipt acknowledgements where possible.
19.4. Regardless of any provisions to the contrary in this Agreement, a written notice or communication that is received by one party from the other, including communication through email, shall be considered sufficient written notice or communication to the receiving party.

20. DISPUTE RESOLUTION

20.1. Any claim or dispute arising from the Service must be formally submitted in writing within 15 days of the occurrence of the event leading to the dispute or claim. This initial notification is a prerequisite for further dispute resolution proceedings.
20.2. Upon the emergence of any dispute between the Parties, both shall first attempt to resolve it through good-faith negotiations, striving for a mutually agreeable solution.
20.3. If the dispute remains unresolved through negotiation within a reasonable timeframe, the Parties agree to proceed to mediation, and each Party bear its own costs.
20.4. Should mediation not resolve the issue, either Party may escalate the dispute to binding arbitration, to be conducted under the rules of the Arbitration Foundation of Southern Africa. Each Party shall bear its own costs and expenses, including attorney’s fees, during the arbitration proceedings. The Arbitration panel determines the allocation of legal costs based on the proceeding’s outcomes.
20.5. The arbitration proceedings take place in Cape Town, South Africa, and are conducted in English.

21. SEVERABILITY

21.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

22. WAIVER

22.1. Any failure or delay by the Provider to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision.

23. AMENDMENTS

23.1. The Provider may periodically amend its Terms and Conditions to reflect changing circumstances. The Client acknowledges that such revisions could affect the terms of the existing Agreement.
23.2. Updates to the Terms and Conditions are posted on the Provider’s website, marked with a unique revision number and the date of publication. If an update includes substantial changes that could negatively affect the Client, the Client is notified via email as changes take effect.
23.3. If the Client does not object to the changes within 30 days of the notice or announcement, their continued use of the Service is taken as acceptance of the updated terms.
23.4. Objections submitted during this period are reviewed, and any agreed-upon modifications are documented in a written amendment to the Agreement.
23.5. If no agreement is reached, the Client may terminate the Agreement without a cancellation fee, provided such termination occurs within 30 days after the objection period ends.

24. ENTIRE AGREEMENT

24.1. This Agreement, with its Annexures, where applicable, and as amended from time to time, constitutes the entire agreement between the Parties.
24.2. Any previous understandings, agreements, or representations regarding the provision of the Service are superseded by this document.

25. APPOINTMENT

25.1. The Client hereby appoints the Provider to implement the Service as outlined in this Agreement and outlined by the Invoice and applicable Annexures and the Invoice, and the Provider hereby agrees to accept such appointment on terms and conditions as contained in this Agreement.

26. ANNEXURE 1: DIGITAL MARKETING FUNNEL SERVICE

26.1. INTRODUCTION

26.1.1. This Annexure forms an integral part of the Digital Marketing Service Agreement and shall apply exclusively to the digital marketing funnel services purchased by the Client that are outlined in the Invoice.

26.2. SCOPE

26.2.1. The Client acknowledges that the Provider employs a digital marketing funnel strategy across multiple online platforms to effectively promote its products or services and engage audiences from initial awareness through to retention. This strategy could utilise various channels as detailed in the Invoice.
26.2.2. The Provider’s digital marketing funnel service utilises integrated marketing funnels to achieve the objectives agreed upon with the Client. The scope of services is outlined in the package and specified in the Invoice.
26.2.3. The Client acknowledges the Provider’s expertise and agrees not to request independent changes to the funnel strategies, which the Provider will adjust as needed to improve performance. Additional changes will be considered only if agreed objectives are unmet.

26.3. CONTRACT

26.3.1. The Client acknowledges and agrees that the digital marketing funnel service is provided under an initial six-month contractual term.

26.4. COMMENCEMENT AND DURATION

26.4.1. By signing this Agreement for the digital marketing funnel service, the Client commits to an initial six-month term, commencing on the payment date of quote acceptance and signature and continuing until the 6-month term’s completion.
26.4.2. Following the initial term, the Agreement automatically extends on a month-to-month basis unless renewed.
26.4.3. Throughout any six-month Agreement term, the Client receives a digital marketing strategy, account setup, and campaign administration services at no additional cost, with the option to request a quarterly strategy review meeting and report. Upon the term’s conclusion, account setup, campaign administration services, and quarterly strategic review meetings cease but will be reinstated if the Client renews for another six months.
26.4.4. The Client may request a temporary suspension of campaign ad budgets for legitimate reasons, subject to the Provider’s approval. Notwithstanding such suspension, the Client shall continue to fulfil their financial obligations under this Agreement for the digital marketing service by making timely payments as detailed in the Invoice for the duration of the suspension.

26.5. FEES AND PAYMENT

26.5.1. The digital marketing funnel service fees for six-month or one-month Agreements are charged monthly as specified in the Invoice, with invoicing dates aligned with the initial payment date.

26.6. TERMINATION

26.6.1. Either party may terminate this Agreement at the end of its term, whether it is a six-month Agreement or has transitioned to a month-to-month basis.
26.6.2. In the event of early termination by the Client, a cancellation fee is applied to recover the Provider’s costs, including but not limited to account and campaign setup expenses, administrative overhead, and the value of the Service rendered. This fee, capped at 50% of the remaining contract value, ensures that the Provider is compensated for non-recoverable expenses and the loss of anticipated income from the Client’s campaigns.
26.6.3. If the Service fails to meet agreed performance standards within the first three months of a six-month Agreement, the Provider proposes an amended strategy. If it is determined that continuation is not feasible, the Provider may recommend termination without imposing a cancellation fee.
26.6.4. Upon termination, the Provider ceases all Service and exits and relinquishes control over all third-party platforms, accounts, and assets associated with the Client.
26.6.5. Termination of this Agreement does not affect any rights or obligations that have accrued by either party up to the termination date. Provisions regarding confidentiality, intellectual property, liability, and indemnification shall remain enforceable after termination.
26.6.6. All outstanding payments must be settled in full before the termination date takes effect. In cases of early termination, the cancellation fee outlined in the Digital Marketing Service Annexures applies instead of the full remaining term payments.

26.7. THIRD-PARTY PLATFORMS

26.7.1. The Client shall not access, use, or interact with any of its own third-party platforms that are utilised by the Provider in the provision of the Service, nor permit any third-party digital marketing service or competitors to access, use, or interact with such third platforms, assets, or websites on the Client’s behalf, without the Provider’s explicit written consent.
26.7.2. The Client grants the Provider agent-level access to third-party platforms solely for campaign and content management, explicitly excluding any financial management or transaction capabilities. The Client retains all financial responsibilities and must ensure secure access. Concurrent access by other digital marketing services or competitors is prohibited without the Provider’s explicit consent. The Client agrees to comply with all terms and conditions of third-party platforms and to review these terms to ensure informed compliance.
26.7.3. The Client acknowledges potential pre-existing policy violations or access issues with their third-party platform accounts. The Provider notifies the Client of any issues encountered and provides account restoration service at an hourly rate. If restoration is unsuccessful, rebuilding the asset incurs additional charges, detailed in a provided estimate and invoice payable before commencement. If the Client lacks necessary accounts, the Provider offers onboarding service, the specifics and costs of which are outlined in a separate quotation and invoice.
26.7.4. The Client is responsible for all fees associated with third-party platforms and agrees to timely payment. The Provider operates on these third-party platforms based on the Client’s directives and is not involved in payment disputes. The Client acknowledges that the Provider is not liable for the performance or policies of third-party platforms or for any unauthorised actions that may impact the Service. The Client accepts that third-party platforms may independently alter the Materials used in some of their placements, which falls beyond the Provider’s control.
26.7.5. The Provider commits to exerting reasonable efforts, as recognised in the digital marketing industry, to deliver the Service. The Provider’s role is limited to actions within the scope of the Client’s directives and does not extend to independent operation or financial management of third-party platforms. The Provider is not liable for adverse outcomes provided they adhere to the expected standard of care and diligence.

27.8. PROVIDER THIRD PARTY ASSET USAGE

27.8.1. If the Client’s Third Party Platform assets are non-functional and cannot be restored by the Provider (clause 27.7.3), the Client may request the Provider to create and manage replacement assets under the Provider’s Third Party asset accounts. These assets shall remain the sole property of the Provider and are not transferable. The Client may be granted limited Admin Access to view campaign data and input payment details; however, such access does not confer ownership or administrative rights. The Provider retains full discretion to revoke or adjust this access at any time.
27.8.2. Before any campaign begins, the Provider may require an upfront deposit equal to the agreed monthly campaign budget to ensure the Client’s ad account is adequately funded. The campaign will only proceed once the deposit is received. Upon termination of services, the ad account will be scheduled for closure. The Client’s payment details will be removed, provided all amounts owing have been settled. If any outstanding balances remain, the Provider will apply the deposit to cover those amounts, and any unused portion of the deposit will be refunded to the Client. Prior to account closure, campaign data will be downloaded, and ad creatives may be made available to the Client upon request, subject to full payment. The Provider shall not be held liable for any misuse of payment details resulting from cyber incidents.
27.9. INCLUSIONS
27.9.1. The digital marketing funnel service provided under this Agreement includes the following as outlined below in the Invoice unless otherwise agreed upon in writing:
27.9.1.1. This service may include deliverables designed to enhance customer engagement, increase conversion rates, and improve the overall effectiveness of campaign strategies, aligning with the Client’s strategic goals.
27.9.1.2. Development of a comprehensive digital marketing strategy focused on audience engagement, clear messaging, and effective communication of value.
27.9.1.3. Strategic design and optimisation of marketing channels and funnels to boost customer awareness and drive conversions, integrating seamlessly with the Client’s existing digital infrastructure, as specified in the Invoice.
27.9.1.4. Management of digital advertising campaigns, optimising targeting strategies and budget allocations to maximize return on investment (ROI).
27.9.1.5. Implementation of automated email marketing campaigns using segmentation techniques to nurture leads and improve customer conversion rates.
27.9.1.6. Quarterly strategic review meetings, if requested, to assess the performance of marketing initiatives and make necessary adjustments for continued improvement.
27.9.1.7. A monthly digital marketing service summary report is available upon the Client’s request to review campaign performance, provided the request is made before the end of the calendar month.
27.10. EXCLUSIONS
27.10.1. The digital marketing funnel service provided under this Agreement, as outlined in the Invoice, specifically excludes the following unless otherwise agreed in writing:
27.10.1.1. Website support, except for the integration required to implement the Service.
27.10.1.2. Integration and setup of CRM systems and shipping facilities in an e-commerce platform.
27.10.1.3. Additional meetings beyond the quarterly meeting, unless agreed upon in writing.
27.10.1.4. Development, modification, or uploading of the Client’s products or services on the Client’s website.
27.10.1.5. Responding to social media posts, advertisements, or other customer interactions unless otherwise agreed in writing.
27.10.1.6. Creation of original content, including but not limited to articles, blog posts, videos, and graphics, unless specified in the Invoice.
27.10.1.7. Design and production of materials not included in the scope of the Service.
27.10.1.8. Troubleshooting, repairing, or maintaining websites, e-commerce platforms, or any related software or plugins.
27.10.1.9. Upgrading or improving the website or landing pages if performance issues are due to poor design, improper setup, or an unsuitable hosting package managed by a third party.
27.11. MISCELLANEOUS
27.11.1. In the event of a conflict between this Annexure and the main Agreement, the main Agreement shall prevail unless this Annexure specifically states otherwise.

27. ANNEXURE 2: DIGITAL ASSET DEVELOPMENT SERVICE

27.1. INTRODUCTION

27.1.1. This Annexure forms an integral part of the Digital Marketing Service Agreement and shall apply exclusively to the digital asset development service purchased by the Client that is outlined in the Invoice.

27.2. SCOPE

27.2.1. The Client acknowledges that the digital asset development service may include the creation of some or all of the following digital assets, as specified in the Invoice: websites, platforms, landing pages, digital content, multimedia elements, and applications.
27.2.2. These assets are designed to enhance user experience, drive engagement, and support the overall digital marketing strategy.

27.3. COMMENCEMENT & DURATION

27.3.1. The digital asset development service is provided based on the mutual understanding of the requirements furnished by the Client and may include some or all of the digital assets outlined in the Definitions and the Invoice unless otherwise agreed in writing.
27.3.2. The digital asset development service project is initiated based on resource availability, and project timelines are established. The Client is then informed of the assigned delivery dates.
27.3.3. Upon completion of the initial development phase and any mutually agreed adjustments, and after full payment is received, the Provider delivers the fully functional website or platform to the Client.
27.3.4. The Client is provided with an agreed-upon testing period to evaluate the website or platform and must submit any required changes or feedback in writing, in bulk, before the final handover date.
27.3.5. The Provider addresses the required changes that fall within the scope of the digital asset development service during the testing period.
27.3.6. The Agreement remains in effect until the final handover unless terminated earlier in accordance with the Agreement’s terms.

27.4. ASSET PROTECTION

27.4.1. Scenario 1: During Development
27.4.1.1. While the digital asset is in development, the Client does not have access to the website, platform, or associated digital assets.
27.4.1.2. This restriction prevents any unauthorised changes or disruptions that could interfere with the development process.
27.4.1.3. The Provider maintains full control during this phase to ensure smooth and uninterrupted completion of the project.
27.4.2. Scenario 2: Launch Website
27.4.2.1. Once the Provider completes development and launches the website for testing, the Client can view and interact with the website or platform to test all functionalities.
27.4.2.2. However, the Client or any third party is restricted from making any unauthorised changes to the backend.
27.4.2.3. The Provider retains full control during this phase, ensuring the integrity of the website while preventing any third parties from disrupting or altering the Provider’s work without explicit approval.
27.4.3. Scenario 3a: After Handover (Client Manages Website)
27.4.3.1. Once the Client has fully paid, if not already paid, the Provider has completed testing and officially transferred the website or platform to the Client, and the Client takes on full responsibility for managing the website and its related assets as the main administrator.
27.4.3.2. The Provider revokes its access at this point and will no longer be accountable for any technical malfunctions or system failures that occur after the handover.
27.4.3.3. The Client may freely manage the website or designate an employee, external webmaster, or agency to do so on their behalf.
27.4.3.4. This gives the Client complete control over the management and future direction of the website or platform, including the option to delegate those responsibilities to others.
27.4.4. Scenario 3b: After Handover (Provider Continues Management or Maintenance)
27.4.4.1. In this scenario, the Client entrusts the Provider to continue managing or maintaining the website post-handover. The Provider takes full responsibility for ongoing platform management, including updates, security, and general upkeep.
27.4.4.2. The Client has limited access and cannot interact with the website or assets in a way that interferes with the Provider’s management. Similarly, no third-party digital marketing services or competitors are permitted to access or modify the platform without the Provider’s explicit written consent.
27.4.4.3. During this phase, the Provider remains the primary administrator, controlling access and granting it only to individuals or entities necessary to ensure optimal performance and security.
27.4.4.4. Unauthorised access or interference may compromise the website’s stability, so all access is managed by the Provider. Should the Client terminate this Service, the Provider follows the standard handover procedure as outlined previously.

27.5. FEES AND PAYMENT

27.5.1. The Client agrees that the digital asset project commences only after payment is received as specified in the Invoice or as otherwise agreed in writing.
27.5.2. The Client agrees that the website or platform is not launched as explained previously until full payment is received.
27.5.3. The Client agrees that additional costs, such as third-party licenses, plugins, or extra work, are billed separately and must be paid upon receipt of the Invoice.

27.6. INCLUSIONS

27.6.1. The digital asset development service provided under this Agreement includes the following as outlined below and in the Invoice unless otherwise agreed upon in writing:
27.6.1.1. Development of Digital Assets based on the specifications and Materials provided by the Client within the scope of the Service and software capabilities, as outlined in the project plan.
27.6.1.2. The inclusion of all necessary integrations, APIs, images, and media required for the operation of the website or platform.
27.6.1.3. The Client is entitled to one review of the asset and must provide feedback on the initial version of the Digital Assets within the specified timeframes. This includes only minor adjustments and bug fixes to prepare the Digital Assets for launch.
27.6.1.4. After the launch of the Digital Assets, the Client has 30 days to test and submit written feedback in bulk (once), specifying any required changes. Failure to provide feedback within this timeframe results in forfeiture of the right to request changes.
27.6.1.5. The Provider make changes within the Service’s scope and software capabilities.
27.6.1.6. After testing and final adjustments, the Provider formally handover the Digital Assets and exit.
27.6.1.7. Upon handover, the Client assumes full responsibility for the management and administration of the Digital Assets and accepts if otherwise agreed in writing.
27.6.1.8. Provision of all necessary images and media for the website or platform as per the Agreement.

27.7. EXCLUSIONS

27.7.1. The digital asset development service provided under this Agreement, as outlined in the Invoice, specifically excludes the following, unless otherwise agreed in writing:
27.7.1.1. The Service does not include custom software development or coding beyond the Service and software capabilities outlined in the Invoice.
27.7.1.2. Ongoing maintenance and updates of the Digital Assets after the handover period.
27.7.1.3. Communication or the provision of web hosting or server management services, and registration or renewal of domain names.
27.7.1.4. Redesign overhauls or significant changes after the initial development phase.
27.7.1.5. The procurement of licenses for third-party software, plugins, or tools.
27.7.1.6. No search engine optimisation (SEO) beyond basic on-page SEO for the created pages.
27.7.1.7. The generation of content, such as blog posts, articles, or product or service descriptions.
27.7.1.8. Training or ongoing support for the Client’s staff on managing the Digital Assets.
27.7.1.9. Setup or management of web analytics tools.
27.7.1.10. Digital marketing services as explained in Annexure 1 except if it was part of the Invoice.
27.7.1.11. Legal compliance, including but not limited to GDPR, POPI, CCPA, Privacy Policies or other data protection laws.
27.7.1.12. Technical support for any issues that arise after the handover.
27.7.1.13. Setting up or managing backup and recovery solutions for the Digital Assets.
27.7.1.14. Updates, monitoring and addressing of security vulnerabilities or breaches.
27.7.1.15. Updates and optimisation of the Digital Assets for performance improvements.
27.7.1.16. Compatibility updates with new browser versions, devices, or operating systems.
27.7.1.17. Addressing bugs or issues that emerge after the initial handover and testing period.
27.7.1.18. Setup of systems beyond what is outlined in the Invoice, including third-party integrations, product or service pages, mass mailer systems, analytics tools, custom software, site maintenance, and extra content creation.

27.8. MISCELLANEOUS

27.8.1. In the event of a conflict between this Annexure and the main Agreement, the main Agreement shall prevail unless this Annexure specifically states otherwise.

28. ANNEXURE 3: WEBSITE ADMIN SERVICE

28.1. INTRODUCTION

28.1.1. This Annexure forms an integral part of the Digital Marketing Service Agreement and shall apply exclusively to the website admin service purchased by the Client that is outlined in the Invoice.

28.2. SCOPE

28.2.1. The focus of the website admin service is on routine, non-technical, and operational tasks, while technical, developmental, and specialised support tasks are excluded from this website admin service as outlined in the Invoice.
28.2.2. The website admin service may include one or more of the following platforms, as outlined in the Invoice: e-commerce, learning management system, directory system and affiliate system.

28.3. FEES AND PAYMENTS

28.3.1. The Client agrees to pay a monthly fee in advance for website admin services, based on the hourly rates specified in the Invoice. This service fee is included in the Client’s monthly Invoice along with other charges.
28.3.2. If additional hours are required beyond the agreed scope, they will be billed at the same rate on a separate Invoice, with a timesheet provided upon request. Payment must be made in advance before any additional work begins.
28.3.3. Any changes to the allocated monthly hours must be agreed upon in writing, with adjustments reflected in future Invoices.
28.3.4. The Client acknowledges that unused hours expire after 30 days, do not roll over, and are non-refundable. All fees for this service are final and non-refundable once paid.

28.4. COMMENCEMENT & DURATION

28.4.1. The website admin service commences upon agreement of the required monthly hours, as specified in the Invoice. The Client acknowledges that payment for these hours is due in advance before service begins.
28.4.2. The agreed hours remain fixed unless the Client requests additional time. The Provider will assess the request, determine availability, and advise on the necessary adjustments. Any increase in hours must be agreed upon in writing, and the revised hours will be invoiced accordingly.
28.4.3. The Client agrees that this website admin service operates on a request-response and task-completion basis, not as a consulting service.
28.4.4. This arrangement automatically renews on a month-to-month basis unless the Client provides a written cancellation request with at least 30 days’ notice before the next billing cycle. The Client remains responsible for any outstanding fees due during the notice period.

28.5. REQUEST

28.5.1. The Client acknowledges that this website admin service is initiated upon receipt of the Client’s written request, specifying the required tasks, sent to the designated email address or WhatsApp number provided by the Provider.
28.5.2. Upon receiving a request, the Provider will confirm if it falls within the website admin service scope, acknowledge receipt, and request any additional details if needed. The Client must provide the required details before the service can commence.
28.5.3. The Client acknowledges that only limited communication is permitted under the website admin service. For any non-essential or out-of-scope communications, additional billing applies based on available time.
28.5.4. The completion of each task is communicated to the Client via email, including a summary of the work completed.

28.6. INCLUSIONS

28.6.1. The website admin service provided under this Agreement includes the following as outlined below, and in the Invoice, unless otherwise agreed upon in writing:
28.6.1.1. Updating existing pages with new provided text, images, and other media.
28.6.1.2. Updating provided product descriptions and prices for e-commerce.
28.6.1.3. Adding or removing provided products and updating product details.
28.6.1.4. Upload, deleting, and modifying user accounts.
28.6.1.5. Assigning user roles and permissions.
28.6.1.6. Handling user inquiries related to account access and permissions.
28.6.1.7. Updating provided inventory levels and updating stock status.
28.6.1.8. Upload and delete provided course content in the correct format.
28.6.1.9. Enrolling and unenrolling users in courses.
28.6.1.10. Updating course schedules and tracking user progress.
28.6.1.11. Setting up and managing affiliate profiles.
28.6.1.12. Assist with affiliate commission reports.
28.6.1.13. Providing affiliates with updated links and promotional content.
28.6.1.14. Compressing and resizing images before uploading to maintain website performance.

28.7. EXCLUSIONS

28.7.1. The website admin service provided under this Agreement excludes the following as outlined below, and in the Invoice, unless otherwise agreed upon in writing:
28.7.1.1. Creating new website features or modifying the website’s structure.
28.7.1.2. Upload and setup of plugins, themes, or functionalities.
28.7.1.3. Website or page development or customisation.
28.7.1.4. Performing backups, CMS updates, plugin updates, or theme updates.
28.7.1.5. Fixing bugs, resolving errors, or conducting code-level troubleshooting.
28.7.1.6. SEO on-page and off-page optimisation.
28.7.1.7. Setting up new analytics tools or event tracking.
28.7.1.8. Conducting data analysis for traffic reports.
28.7.1.9. Troubleshooting server-related problems or addressing website downtime.
28.7.1.10. Migrating website hosting or managing hosting-related configurations.
28.7.1.11. Setting up or troubleshooting third-party integrations, such as CRM, payment gateways, or API connections.
28.7.1.12. Implementing or managing security protocols or POPI / GDPR compliance tasks.
28.7.1.13. Resolving security breaches or implementing firewalls or security plugins.
28.7.1.14. Reviewing user-generated content such as comments, reviews, or posts.
28.7.1.15. Reporting on the website or plugin performance.

28.8. MISCELLANEOUS

28.8.1. The Client acknowledges that the Provider is not liable for faults caused by the Client’s personnel or third parties with granted access and agrees that any repairs by the Provider will incur a fee.
28.8.2. If the Client’s personnel or third parties with access to the website repeatedly cause issues, the Provider may choose to terminate the service and withdraw support, leaving the Client responsible for the website admin service.
28.8.3. In the event of a conflict between this Annexure and the main Agreement, the main Agreement shall prevail unless this Annexure specifically states otherwise.

29. ANNEXURE 4: WEBSITE MAINTENANCE SERVICE

29.1. INTRODUCTION

29.1.1. This Annexure forms an integral part of the Digital Marketing Service Agreement and shall apply exclusively to the website maintenance service purchased by the Client that is outlined in the Invoice.

29.2. SCOPE

29.2.1. Website maintenance service refers to the essential, routine tasks needed to keep a website secure, functional, and up to date. These tasks are typically non-technical, focusing on the upkeep of existing features rather than implementing new ones or performing complex troubleshooting.
29.2.2. The Client acknowledges that the Provider is not responsible for repairs to issues caused by any third party, including the Client’s personnel or others granted access to the website by the Client while performing this website maintenance service.

29.3. FEES & PAYMENTS

29.3.1. The Client is charged a fixed monthly fee for the website maintenance service, as outlined in the invoice. This fee covers all activities listed in the inclusive services.
29.3.2. Any additional service outside the agreed-upon maintenance scope (e.g., development work, technical troubleshooting) incurs an extra fee.
29.3.3. These additional charges are communicated in advance and require Client approval and payment before work begins.

29.4. COMMENCEMENT & DURATION

29.4.1. The website maintenance service commences on the date of payment. This website maintenance service operates on a monthly basis, automatically renewing each month unless either party provides written notice of termination at least 30 days before the end of the current term.

29.5. INCLUSIONS

29.5.1. The website maintenance service provided under this Agreement includes the following as outlined below and the Invoice unless otherwise agreed upon in writing:
29.5.1.1. Conducting routine security scans to identify vulnerabilities.
29.5.1.2. Update WordPress CMS, free plugins, and themes to the latest versions. Paid plugins and themes are updated only with valid Client licenses.
29.5.1.3. Checking compatibility with existing features after updates.
29.5.1.4. Monitoring website speed and functionality.
29.5.1.5. Making minor adjustments to enhance loading speed (e.g., image optimisation, cache management).
29.5.1.6. Identifying and fixing broken links within the site.
29.5.1.7. Setting up redirects for any system-related 404 errors to improve user experience and SEO.

29.6. EXCLUSIONS

29.6.1. The website maintenance service provided under this Agreement excludes the following as outlined below and in the Invoice, unless otherwise agreed upon in writing:
29.6.1.1. Creating new pages, features, or custom functionalities.
29.6.1.2. Redesigning, updating or restructuring the website layout.
29.6.1.3. Performing scheduled backups of the website to ensure data recovery options.
29.6.1.4. Storing backups securely and verifying their completeness.
29.6.1.5. SEO on-page and off-page optimisation – this is a separate Service.
29.6.1.6. Resolving server issues, hosting problems, or errors affecting website functionality.
29.6.1.7. Debugging code issues or fixing errors in the site’s core files.
29.6.1.8. Setting up or managing integrations with external tools (e.g., CRM, payment gateways, or APIs).
29.6.1.9. Troubleshooting issues with third-party applications connected to the website.
29.6.1.10. Implementing POPI/GDPR compliance features or other legal requirements.
29.6.1.11. Ensuring the website meets specific regulatory standards.
29.6.1.12. Managing hosting-related configurations or server issues.
29.6.1.13. Migrating the website to a different internet hosting provider (ISP).
29.6.1.14. Performing deep optimisations for site speed (beyond basic adjustments).
29.6.1.15. Implementing Content Delivery Networks (CDNs) or advanced caching solutions.
29.6.1.16. Detailed analysis of website traffic, user behaviour, or custom KPIs.
29.6.1.17. Setting up or managing analytics tracking or custom event tracking.
29.6.1.18. Providing monthly reports on website traffic and performance metrics.
29.6.1.19. Reviewing basic analytics data to identify any unusual patterns or areas for improvement.

29.7. MISCELLANEOUS

29.7.1. In the event of a conflict between this Annexure and the main Agreement, the main Agreement shall prevail unless this Annexure specifically states otherwise.
29.7.2. If the Client’s personnel or third parties with access to the website repeatedly cause issues, the Provider may choose to terminate the service and withdraw support, leaving the Client responsible for the website admin service.

30. ANNEXURE 5: CUSTOM WORK

30.1. INTRODUCTION

30.1.1. Any tasks or work such as technical, developmental, and specialised support requested by the Client that falls outside the scope outlined in all the Annexures are deemed custom work.
30.1.2. Such tasks are handled as independent projects not covered under existing Annexure terms and require a separate project scope and invoice, as specified in the proposal.
30.1.3. The Client acknowledges that the Provider is not responsible for repairs to issues caused by any third party, including the Client’s personnel or others granted access by the Client, while performing this custom work.

30.2. SCOPE DEFINITION AND APPROVAL

30.2.1. The Client specifies in writing exactly what is required. The Provider evaluates whether the request falls within the general scope of work of the provider and if it is feasible to perform. If feasible, the Provider prepares a proposal; if not, the Client is informed accordingly.
30.2.2. The Client acknowledges if the Client does not provide the exact specification for the custom work required, the Provider may reject the request.
30.2.3. The Provider provides a proposal outlining the scope, timeline, and estimated cost of the additional project work. The Client reviews and approves the proposal in writing, and full payment is required in advance before work begins.
30.2.4. Any changes requested after approval and payment incur an additional fee.

30.3. FEES AND PAYMENT

30.3.1. The Client acknowledges that fees for custom work are billed on an hourly basis, with rates determined by the level of expertise required for each specific project.
30.3.2. The Client further acknowledges that certain projects may involve multiple levels of expertise, each billed at different hourly rates.
30.3.3. Custom work is billed separately, and full payment is due in advance before the work commences.
30.3.4. Any modifications requested after approval and payment incur an additional fee.

30.4. TIMELINE AND DELIVERY

30.4.1. The timeline for additional custom work is specified in the proposal and operates independently of any other Services purchased.
30.4.2. The Client must provide the required Materials as and when requested by the Provider. Any delay in the provision of the Materials may impact the timeline of the project.
30.4.3. Any delays or adjustments in the project timeline are communicated to the Client.

30.5. RECORDING AND DOCUMENTATION

30.5.1. All communication, approvals, and deliverables for custom work are documented and shared with the Client by email.
30.5.2. Progress reports are provided where feasible.

30.6. CHANGE REQUESTS

30.6.1. Any additional changes to the agreed-upon scope during the project require a formal written change request. The Provider assesses the feasibility of the requested changes, agrees in writing where feasible, and outlines the impact on the project timeline and cost.
30.6.2. The Client’s approval and advance payment are required for any approved changes.

30.7. CUSTOM WORK TESTING

30.7.1. The Provider will set a testing period for the Client to verify compliance with the agreed specifications.
30.7.2. Any discrepancies must be reported in writing within the specified timeframe, including specific examples.
30.7.3. The Provider will assess the requested changes, agree on necessary adjustments, and implement them to align with the Client’s specifications.

30.8. PROJECT COMPLETION AND HANDOVER

30.8.1. The Provider issues a project completion communication confirming that all agreed work has been delivered to the Client’s satisfaction.

30.9. MISCELLANEOUS

30.9.1. In the event of a conflict between this Annexure and the main Agreement, the main Agreement shall prevail unless this Annexure specifically states otherwise.

31. ANNEXURE 6: WEBSITE HOSTING SERVICE

31.1. INTRODUCTION

31.1.1. This Annexure forms part of the Digital Marketing Service Agreement and applies exclusively to the website hosting service purchased by the Client as outlined in the Invoice.

31.2. SCOPE OF SERVICES

31.2.1. The Provider hosts the Client’s website on servers within its available hosting packages.
31.2.2. Hosting services include server space, network access, bandwidth, and other agreed-upon functionalities specified in the Invoice.

31.3. FEES AND PAYMENTS

31.3.1. The Client agrees to pay all website hosting-related fees in advance, on the date of the original payment date or Invoice, following the payment terms outlined in the Agreement.
31.3.2. Fees are based on the selected website hosting package and any additional services requested.
31.3.3. Late or missed payments will result in service suspension or termination. The Provider is not liable for data loss due to non-payment.
31.3.4. Additional charges apply for services outside the website hosting package, including but not limited to upgrades, additional storage, enhanced security, and technical support outside business hours.
31.3.5. The Client must ensure that payments are made via an approved payment method (e.g., credit card, bank transfer, PayPal) before the renewal date to avoid disruption.
31.3.6. The service automatically renews at the end of each billing cycle unless the Client provides written notice of cancellation at least 14 days before renewal.
31.3.7. No refunds will be issued for unused service periods if the Client cancels early.

31.4. COMMENCEMENT AND DURATION

31.4.1. Hosting services commence on the date of full payment as outlined in the Invoice.
31.4.2. The service remains active for the billing period (e.g., monthly or annual) and renews automatically unless terminated per the Agreement.

31.5. TERMINATION

31.5.1. The Provider may suspend or terminate hosting services for non-payment of hosting fees, violation of the Acceptable Use Policy (AUP), security threats, abuse, hacking attempts, violation of applicable laws, or breach of any Agreement terms.
31.5.2. If payments remain outstanding beyond the specified period in the Agreement, the website may be permanently removed from the hosting server.
31.5.3. The Client must submit a written request for termination, providing at least 30 days’ notice before the intended termination date.
31.5.4. Upon request, and provided all outstanding invoices are paid in full, the Client may obtain a copy of the hosted website if applicable.

31.6. SERVICE LEVEL AGREEMENT (SLA) & UPTIME

31.6.1. The Provider aims for 99.9% uptime but does not guarantee uninterrupted service. Scheduled maintenance, third-party failures, or force majeure events may cause downtime.
31.6.2. Downtime due to scheduled maintenance will be announced at least 48 hours in advance and does not count toward uptime calculations.
31.6.3. If uptime falls below 99.0% due to the Provider’s fault (excluding third-party hosting failures), the Client may be eligible for pro-rata service credit upon request.

31.7. DATA OWNERSHIP & PORTABILITY

31.7.1. The Client retains full ownership of website content but must request data transfers before termination.
31.7.2. The Provider does not guarantee continued access to data after account closure.
31.7.3. The Provider is not responsible for website migrations unless explicitly included in the agreement. Migration services may be offered at an additional fee.

31.8. LIABILITY & INDEMNIFICATION

31.8.1. The Provider is not liable for service interruptions, downtime, performance issues, data loss, corruption, security breaches, financial loss due to website unavailability or cyberattacks, errors, misconfigurations, or content issues caused by the Client.
31.8.2. The Client indemnifies the Provider against claims, damages, or legal actions arising from the Client’s website content, data usage, or business operations.

31.9. LEGAL COMPLIANCE

31.9.1. The Client is solely responsible for compliance with applicable South African laws, including:
31.9.1.1. Protection of Personal Information Act (POPIA) – governing data privacy
31.9.1.2. Electronic Communications and Transactions Act (ECTA) – regulating online transactions
31.9.1.3. Copyright & Intellectual Property Laws – protecting digital content ownership

31.10. THIRD-PARTY HOSTING

31.10.1. The Provider uses third-party hosting providers.
31.10.2. The Client acknowledges that uptime and service levels depend on third-party terms and that the Provider is not liable for outages, data loss, or disruptions caused by third-party providers.

31.11. INCLUSIONS

31.11.1. The website hosting service includes the following:
31.11.1.1. If included, the Provider assists in domain registration and renewal. The Client is responsible for ensuring timely renewal and ownership. The Provider is not liable for domain loss due to non-payment or expiration.
31.11.1.2. Hosting includes predefined bandwidth and storage. Exceeding these limits may result in additional charges or service restrictions.
31.11.1.3. The Provider implements industry-standard security measures but does not guarantee complete protection against cyber threats. The Client is responsible for securing passwords and additional security measures. The Provider is not liable for security breaches due to the Client’s negligence or third-party vulnerabilities.
31.11.1.4. The Provider may perform weekly automated backups and retain them for up to 30 days, but the Client is responsible for maintaining independent backups. The Provider does not guarantee full data recovery in cases of system failure, human error, or cyberattacks.
31.11.1.5. The Provider offers standard technical support during business hours (Monday to Friday, 8 AM – 4 PM). Support requests outside these hours or emergency support will be billed at an hourly rate.

31.12. EXCLUSIONS

31.12.1. The following are not included in the website hosting service and must be purchased separately:
31.12.1.1. Website development, design, and content management
31.12.1.2. SEO, digital marketing, and paid advertising
31.12.1.3. Third-party software licensing and support
31.12.1.4. Bulk email campaigns or unsolicited email marketing
31.12.1.5. Unlimited storage or bandwidth beyond the allocated package
31.12.1.6. Full security and malware removal guarantees
31.12.1.7. Compliance with industry-specific regulations beyond general hosting laws.

31.13. MISCELLANEOUS

31.13.1. In the event of a conflict between this Annexure and the main Agreement, the main Agreement shall prevail unless this Annexure specifically states otherwise.
31.13.2. If the Client’s personnel or third parties with access to the website repeatedly cause issues, the Provider may choose to terminate the service and withdraw support, leaving the Client responsible for the website admin service.

32. HOW TO CONTACT US

If there are any questions about these Terms and Conditions, please contact RAS Digital Marketing by sending an email to info@rasdigitalmarketing.com or using the “Contact Us” page.