TERMS & CONDITIONS AND DESCRIPTION OF SERVICES
1.INTERPRETATION AND DEFINITIONS
1.1 In this agreement, unless inconsistent with or otherwise indicated by the context:
1.1.1 “100°” is 100 Degrees Marketing (Pty) Ltd (Registration number (011/005198/07) a company registered according to the law of South-Africa.
1.1.2 “Quotation” Is the corresponding quotation accepted by the Client.
1.1.3 “Client” Is the person identified in the Quotation.
1.1.4 “Parties” Are 100° and Client.
1.1.5 “Signature Date” Means the date of acceptance of the quotation by the client.
1.1.6 “Payment Date” means the day of each month on which payment will be processed, as detailed in the Quotation.
1.1.7 “Commencement day” Means in respect of each service, the date on which the profusion of such services by 100° commences (As many will be detailed in a Quotation or Schedule).
1.1.8 “Services” Are the Services being detailed in the Quotation.
1.1.9 “Website” Is the domain detailed in the Quotation and related lower pages.
1.1.10 “Confidential information” Information contained in the report provides the Client hereunder and Information generally relating to the possesses methodology and systems employed by 100° in providing the services that is disclosed to Client by 100° or to which Client may be exposed either during or following termination of this agreement.
1.1.11 “Schedule” Means, in respect of each service category selected in the Quotation the corresponding schedule attached to the agreement.
1.1.12 “Day” Is a calendar day, bit excluding Saturdays, Sundays and official South-African public holidays.
1.1.13 “CPA” Is the Consumer Protection Act number 68 of 2008.
1.1.14 “Cancelation Penalty” 100 Degrees Services. All outstanding Monthly fee instalments an amount equal to three Monthly fees and any areas amounts invoices at time of cancellation.
1.2. Words in the singular include the plural and vice versa.
1.3. Words importing any one gender include each of the other two genders.
1.4. The heading of the clauses are intended for convenience only and do not affect the interpretation of the agreement.
1.5. References to Schedules are references to schedules attached hereto.
1.6. All pricing in the Schedules are exclusive of VAT.
2.1 100° offers various services relating to website development and website maintenance, search engine optimisation pay per click (PPC) advertising, website content management, google places, social media and website hosting, and Client wishes to engage 100° to provide such services as detailed herein.
2.2 This agreement regulates the Services to be provided by 100° Clients and the parties’ rights in the outcomes of the Services.
In the case of conflict between the wording of any item in the Quotation and a clause in this Terms and Conditions, the former wording in the Quotation will prevail and any of the Secludes and a clause in this agreement, the latter of the wording clauses in the agreement will prevail.
4. SELECTION AND COMMENCEMENT OF SERVICES
4.1 Client herby engages 100° to provide the services detailed in the Quotation, which engagement 100° accepts.
4.2 In respect of each services, irrespective of the Signature Date, such Services will be provided as from the date of receipt by 100° of the setup fee in the Quotation.
5. SUPPORT AND IMPLEMENTATION OF SUGGESTED STEPS
5.1 100° shall provide Client with reasonable support via email or Telephone in respect of the Services.
5.2 Without derogating from clause 5 of Schedule 3-1 (if selected), unless otherwise specifically provided for in this agreement, should Client wish to engage 100° to carry out any suggested steps or Website modifications (whether contained in reports or otherwise communicated to Client), such additional services will form the subject of an agreement separate to this agreement.
6. PAYMENTS AND INTEREST
6.1 In Consideration for the Services, Client shall pay 100°:
6.1.1 The Setup fee as per the Quotation and the once off fee corresponding to such Services within 5 Days following the Signed date.
6.1.2 A Company monthly fee compromising this Monthly fee as per Quotation and the monthly fee corresponding to such Optional Services as per the Quotation, which compound monthly fee is payable on the payment day of the month in which the Commencement Date occurs and each subsequent month throughout the term of the agreement
6.1.3 Such additional amounts for Optional Services as 100° may invoice from time to time in accordance with the Quotation and Schedules which additional amounts are payable within 10 days.
6.2 All amounts which Client is required to pay 100° in terms of this agreement and which are not paid on due date will bear interest at 16% nacm (notional annual compounded monthly). Interest will be calculated on a monthly basis in arrears from the due date of payment and will be compounded. 100°‘s right to charge interest on outstanding amounts will not detract from any other rights that 100° may have in law or in terms of this agreement.
6.3 Should Client fail to make timely payment of amounts payable to 100° in terms of this agreement, 100° may suspend services hereunder and take down / suspend the Client’s website(s), Google Places and YouTube channels pending full payment by the Client.
6.4 All monthly fee(s) are payable in advance of the provision of related Services by 100 Degrees.
6.5 In respect of each Service, the monthly fee will automatically increase by 8% on each anniversary of its Commencement Date, compounded.
6.6 Where Client makes payments by debit order, Client authorizes 100° to debit the amounts detailed in the Quotation and Schedules, inclusive of VAT.
6.7 Client shall make payment of all amounts in terms of this clause 6 into the following bank account
Account name: 100 Degrees Marketing (Pty) Ltd
Bank: Mercantile Bank Limited
Branch code: 450-905
Account number: 1050620178
7. TERM, TERMINATION AND CANCELLATION
7.1 This agreement commences on the Signature Date and will remain in force for a period of:
7.1.1 If the Client is a juristic person (as defined in the CPA), a period of 24 months calculated from the last Commencement Date;
7.1.2 If the Client is not a juristic person (as defined in the CPA), a period of 24 months calculated from the Signature Date.
Thereafter, this agreement will automatically continue in force for further one month periods unless: (i) terminated by 100˚ or Client by giving the other Party at least 20 Days written notice of termination; or (ii) otherwise cancelled in terms of clause 7.3.
7.2 Should s14 of the CPA apply to this transaction, in additional to the right, Detailed in clause 7.1 and the right to cancel as provided for in clause 7.3 the client will enjoy the right to cancel this agreement in terms of s14 of the CPA. 1. Furthermore, client enjoys the right to rescind this agreement in terms of the CPA. In the event of cancelation in terms of s14 Client acknowledges that:
7.2.1 100° may levy a Cancellation Penalty in respect of each service.
7.2.2 The Cancellation Penalty accounts for:
18.104.22.168 Services provided by 100° prior to cancellation of this agreement, but the cost of which 100° anticipated recouping during the term of this agreement; and
22.214.171.124 Discounts provided by 100° to the customer in contemplation of this agreement enduring for its intended fixed term; and
126.96.36.199 The Cancellation Penalty is reasonable.
7.3 Should Client be in breach of this agreement, 100° may communicate such breach to the Client and should the Client fail to remedy such breach within 10 days of such communication, 100° may cancel this agreement. Cancellation of this agreement by 100° will not derogate from 100°’s rights to receive amounts owing hereunder (including Cancellation Penalties).
1. WEBSITE DEVELOPMENT SERVICES
1 100° shall provide the following once off website development services to client:
1.1.1 Website domain registration if agreed upon in quotation;
1.1.2 Website CMS setup;
1.1.3 Website template setup; and
1.1.4 Create the website as detailed in the Quotation
2 Website build will commence upon full payment of the Setup fee as per the Quotation.
1.3 100° shall provide the following continuing services to the client:
1.3.1 Host the website if agreed upon in quotation;
1.3.2 Generate monthly Google Analytics reports in respect of the website;
1.3.3 Conduct error checking’s on the website. Should client with 100° have to fix errors, 100° will quote Client an hourly rate to provide such additional services; and
1.3.4 Backup the website.
2. TRANSFER OF WEBSITE
Subject to full payment of the Cancellation Penalty or any other amount payable under this agreement to 100°, 100° shall upon termination of this agreement transfer the website developed by 100° hereunder to a server nominated by the client. This clause will survive termination or cancellation of this agreement for any reason whatsoever.
Client acknowledges that the cost to develop the website has been spread over the following payments.
• The setup fee
• Twelve Monthly fee instalments
Subject to full payment of the Cancellation Penalty (if applicable), Ownership in copyright that subsists in works authored by 100° hereunder vests in Client and 100° hereby assigns such copyright to Client with effect from the date of termination of this agreement. This clause will survive termination or cancellation of this agreement for any reason whatsoever.
WEBSITE MAINTENANCE AND ON-PAGE SEO
In the case of conflict between the wording of any item in Schedule 3-2 and a clause in this Schedule 3-1, the latter (i.e. the wording of the clauses in this Schedule 3-1) will prevail.
2. ACKNOWLEDGEMENTS AND RECORDALS
2.1 Client acknowledges that:
2.1.1 Optimised website maintenance services are dependent on ranking mechanisms and criteria applied by search engines.
2.1.2 The ranking mechanisms and criteria and changes thereto are largely maintained secret by search engines. As such 100° makes no guarantee or representation that the website will be most optimised website available or that the Websites Google ranking will improve.
2.2 Client also records that:
2.2.1 It is aware of risks associated with Search Engine Optimisations (SEO) including, without limitation, penalization by search engines of websites that search engines consider to be abusing its ranking; and
2.2.2 100° has no control over website maintenance or SEO activities post termination of this agreement.
2.3 Client holds 100° harmless in respect of any event relating to the Website that occurs after termination of this agreement.
2.4 Client agrees to 100° making such changes to the Website as provided herein.
2.5 Client shall within 2 days following the signature date provide access details to the websites Google Analytics account to 100°.
2.6 Client undertakes during the term of this agreement not to make any changes directly to the Website (including adding content to the Website). All such updates are to be sent to 100° and effected by 100°.
2.7 Clauses 2.1 2.2 and 2.3 in this schedule 3-1 will survive cancelation or termination of this agreement for any reason whatsoever.
3. WEBSITE MAINTENANCE SERVICES
100° provides the maintenance services detailed in Schedule 3-2 (“Maintenance Services”) in accordance with Schedule 3-2.
4. SUPPORT AND IMPLEMENTATION OF SUGGESTED STEPS
Unless otherwise specifically provided for in this agreement, should Client wish to engage 100° to carry out any suggested steps or Website modifications (whether contained in reports or otherwise communicated to Client) that are not included in the definition of Maintenance Services, such additional services will form the subject of an agreement separate to this agreement.
Setup maintenance services:
|Maintenance Service||Further details||Frequency|
|Keyword research||In-house review of Google Adwords relevant to the Website and Products & Services and selection of appropriate|
keywords having regard to search volumes
|Once, upon signature|
|User experience study||In-house review of the Website||Once, upon signature|
|Content assessment||Review and minor corrections of Website|
grammar, syntax and keywords
|Once, upon signature|
|Duplicate content check||Duplicate content detailed in a report. Client is responsible for creating substitute content||Once, upon signature|
|Navigation restructure||In-house review of the Website, and restructuring* Website to improve navigation||Once, upon signature|
|Out and intra-site link review and correction||Including correcting* broken links||Once, upon signature|
|Site map optimisation||Including revising* Site Map page||Once, upon signature|
|Tag optimisation corrections||Including revising* tags||Once, upon signature|
|Search engine submission||Submit XML Site Map to Google||Once, upon signature|
|Robots .txt installation*||Once, upon signature|
|Package type||With debit order|
|Silver||As per the Quotation|
|Gold||As per the Quotation|
|Platinum||As per the Quotation|
Installments: The Monthly fee is payable for the term of the agreement.
|Maintenance Service||Further details||Frequency|
|User experience maintenance||In-house review of Website useability||Monthly|
|Content maintenance and uploads (fair use, being not more than 2, 4 and 8 hours per month for Silver, Gold and Platinum packages respectively)||Correct and upload* content received from Client onto the Website within 5 Days Days of receipt||Monthly|
|CMS updates||Install* free available updates to the CMS||Monthly|
|Duplicate content maintenance||Duplicate content detailed in a report. Client is responsible for creating substitute content unless Content Management services have been selected (see Schedule 6)||Monthly|
|Navigation maintenance||In-house review of new content, and restructuring* Website to improve navigation||Monthly|
|W3C and SEOMOZ error correction||Including correcting* errors||Monthly|
|Out and in site link maintenance||Correction of broken internal and external links||Monthly|
|Site map maintenance||Including revising* Site Map page||Monthly|
|Tag optimisation maintenance||Including revising* tags||Monthly|
|Back up||Back-up* Website and store the latest version of the back-up||Monthly|
|Security updates||Install* free available security updates||Monthly|
|Google updates||Monitor Google algorithmic updates and update* Website in response to changes||Monthly|
* Dependent upon 100˚ being responsible for updating Website (as per Schedule 3-2). Else, 100° will issue Client with a report summarizing suggested changes to the Website.
In the case of conflict between the wording of any item in Schedule 4-2 and a clause in this Schedule 4-1, the latter (i.e. the wording of the clauses in this Schedule 4-1) will prevail.
2. SEO SERVICES
100° shall provide the SEO services detailed in Schedule 4-2 (“SEO Services”).
3. ACKNOWLEDGEMENTS AND RECORDALS
3.1 Client acknowledges that:
3.1.1 SEO is dependent on ranking mechanisms and criteria applied by search engines (such as Google);
3.1.2 Such ranking mechanisms and criteria continually evolve; and
3.1.3 The ranking mechanisms and criteria and changes thereto are largely maintained secret by search engines.
As such, 100˚ makes no guarantee or representation that the Website will be the most search engine optimised website available or that it will achieve a number one ranking.
3.2 Client also records that:
3.2.1 It is aware of risks associated with SEO including, without limitation, penalisation by search engines of websites that search engines consider to be abusing its ranking mechanisms; and
3.2.2 100° has no control over Website SEO activities post termination of this agreement.
3.3 Client holds 100˚ harmless in respect of any event relating to the Website that occurs after termination of this agreement.
3.4 Client agrees to 100˚ making such changes to the Website as provided in this Schedule 4-1 and Schedule 4-2.
3.5 Clause 3.1, 3.2 and 3.3 in this Schedule 4-1 will survive cancellation or termination of this agreement for any reason whatsoever.
4. DIRECTORY NETWORK BANNERS (LOCAL)
4.1 100° shall place HTML banners as detailed in Schedule 4-2.
4.2 Banner placement is at the sole discretion of 100˚
4.3 Banners are constructed using formatted HTML, text content and web images.
5. INDUSTRY-SPECIFIC WEBSITE BANNERS (LOCAL)
Industry-specific website banners (local) are created by 100° and consist of HTML banners / content hosted on related Industry websites.
6. ARTICLE SUBMISSIONS
6.1 100° shall in its sole discretion:
6.1.1 Create articles (up to the number detailed in Schedule 4-2) with unique content relating to the clients products and services; and
6.1.2 Submit such articles to content distribution services for publication on the internet.
7. BLOG POSTS
100˚ shall on a monthly basis create posts (up to the number detailed in Schedule 4-2) on blogs relating to the client’s
Company. Each post will include either a reference to the Client’s name or the Web
8. LEAD WEBSITE
“Lead Website” means a website proprietary to 100°, that is developed by 100° for the purpose of attaining sales lead traffic that can be passed on to websites of clients of 100°.
8.1 100° shall provide the following services relating to lead website setup (if required):
8.1.1 Register domain;
8.1.2 Install WordPress;
8.1.3 Keyword topic research;
8.1.4 Content research;
8.1.5 Create core pages (home, blog about & sitemap);
8.1.6 Theme (selected from themes approved by 100°);
8.1.7 Add contact Form 7;
8.1.8 Add analytics code;
8.1.9 Add Html sitemap;
8.1.10 Add really simple Captcha; and
8.1.11 Add Yoast SEO.
100° anticipates completing the above services within 20 Days of the Commencement Date.
8.2 100° shall provide the following services relating to lead website content deployment (if required):
8.2.1 Build key navigation menus inside the lead website;
8.2.2 Submit lead website to Webmaster Tools;
8.2.3 Submit lead website to South African local directories approved by 100°;
8.2.4 Submit lead website to other link platforms (press, blog) selected by 100°;
8.2.5 Third party link build blogger
8.2.6 Optimise content navigation, links and conversions; and
8.2.7 Create conversion processes to client and test.
8.2.8 100˚ anticipates completing the above services within 40 Days of the Commencement Date.
8.3 100° shall provide the following services relating to promotion of the lead website:
8.3.1 Create initial search engine ranking report;
8.3.2 Creating monthly lead website ranking, traffic and health monitoring reports;
8.3.3 Grow lead website content (at 100° discretion);
8.3.4 WordPress update and upkeep;
8.3.5 Generate Google Analytics Goal Value reports (automated);
8.3.6 Conduct a Contact Form 7 and Contact Form DB installed test;
8.3.7 Hosting / maintenance management; and
8.3.8 Where a Client has more than 5 lead websites: bespoke reporting and focusing lead websites with the additional objective of elevating Client specific brand website rankings.
100° anticipates providing the above services from 20 Days of Commencement Date.
8.4 In consideration for the lead website related services, Client will pay 100°:
8.4.1 The setup fee as per the Quotation; and
8.4.2 Monthly fees including the following components:
188.8.131.52 Fixed monthly fee as per the Quotation; and
184.108.40.206 Variable monthly fee calculated as follows: [number of leads (i.e. referrals or redirects to Client’s website from the lead site) during the month] x [an amount per lead as per the Quotation]; and
220.127.116.11 Where a Client has more than 5 lead websites: additional monthly fee as per the Quotation.
8.5 Client may terminate rights and obligations in this Lead Site section by giving 100° at least 20 Days’ notice of termination, provided that such termination may not be effective less than 60 Days from the Commencement Date.
1. PPC SERVICES
1.1 100° shall provide the following PPC services to Client (“PPC Services”):
1.1.1 Setup a Google AdWords account for the Website;
1.1.2 Review keywords and select appropriate keywords for the Client’s Google AdWords campaign;
1.1.3 Create ad groups;
1.1.4 Manage the Client’s Google AdWords campaign; and
1.1.5 Prepare monthly reports detailing the past month’s Google AdWords activity.
2.SETUP AND MONTHLY FEES
2.1 The setup fee for these Services includes the setup fee as per the Quotation
2.2 The monthly fee under this Schedule 5 includes:
2.2.1 The monthly AdWords Spend as per the Quotation; and
2.2.2 Monthly management fees calculated at a percentage of the monthly AdWords Spend as per the Quotation.
2.3 The Monthly fee is payable in respect of each month of the Initial Period and roll-on extension periods, provided that such instalments will terminate upon termination or cancellation of this agreement.
2.4 The monthly AdWords Spend is payable by 100˚ to Google in respect of the Client’s Google AdWords account. Should amounts payable to Google be less than the AdWords Spend, such shortfall will roll-over into the following month(s). Client will have no claim to reimbursement of such shortfall.
2.5 No PPC Services will be initiated by 100˚ until the Setup fee, first AdWords Spend and first Management Fee are received by 100˚. Future PPC Services will be suspended if subsequent AdWords Spend and Management Fees are not received by 100˚ in advance.
Services and fees
Google Me includes Google Places for Business and a YouTube Channel.
1.Google Places for Business
|Service Include||Setup Fee|
|The set-up of the Google Places Business Page||As per the Quotation|
|Making sure that the business is listed on Google Maps|
|Optimizing your page for Search Engines|
|Service Include||Setup Fee|
|Maintenance of the page||As per the Quotation|
|Linking Google reviews to the page|
|Monthly we will add and monitor reviews|
2. YouTube Channel
A YouTube channel is optional.
|Creating a YouTube channel.|
|Once supplied with video’s, we will upload them to your channel|
Services and fees
- 100° shall provide the following social media services to Client (“Social Media Services”) in consideration for the following Setup and Monthly Fees:
|Social Silver Package||Gold Package||Platinum Package||Custom Package|
|Open and Manage Facebook and 1 of the following platforms:||Open and Manage Facebook and 2 of the following platforms:||Open and Manage Facebook and the following platforms:||Open and Manage Facebook and a selection of the following platforms as per the Quotation:|
We will be posting up to 3 posts per week
We will be posting up to 4 posts per week.
We will be posting up to 5 posts per week
Upcoming events and functions will be promoted.
2.100° shall provide such optional add-on services (detailed below) as per the Quotation (“Optional Social Media Services”).
|Optional Social Media Services||Fee|
|Campaigns and competitions||As per the Quotation|
As per the Quotation
As per the Quotation