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 no. 2011/005198/07), a company registered according to the laws 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 Day” means the day of each month on which payment will be processed, as detailed in the Quotation;
1.1.7 “Services” are the services detailed in the Quotation;
1.1.8 “Website” is the domain detailed in the Quotation and related lower level pages;
1.1.9 “Confidential Information” means: 184.108.40.206 Information contained in the reports provided to Client hereunder; and
220.127.116.11 Information generally relating to the processes, 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;
1.1.10 “Schedule” means, in respect of each Service category selected in the Quotation, the corresponding schedule attached to this agreement;
1.1.11 “Day” is a calendar day, but excluding Saturdays, Sundays and official South African public holidays;
1.1.12″CPA” is the Consumer Protection Act no. 68 of 2008; and
1.1.13″ Cancellation Penalty” means: (i) for Website Development Services: all outstanding Monthly fee instalments; (ii) for PPC Services: n/a; and (iii) for all other Services: an amount equal to three Monthly fees and any arrears amounts invoiced 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 headings of the clauses are intended for convenience only and do not affect the interpretation of this agreement.
1.5 References to Schedules are references to schedules attached hereto.
2.1 100° offers various services relating to website development, 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° to Client and the Parties’ rights in the outcomes of such Services.
In the case of conflict between the wording of any item in: (i) the Quotation and a clause in this Terms & Conditions, the former (i.e. the wording in the Quotation) will prevail; and (ii) any of the Schedules and a clause in this agreement, the latter (i.e. the wording of the clauses in this agreement) will prevail.
4. SELECTION AND COMMENCEMENT OF SERVICES
4.1 Client hereby engages 100° to provide the services, which engagement 100° accepts.
4.2 In respect of each Service selected in clause 4.1, irrespective of the Signature Date, such Service will be provided as from the date of receipt by 100° of the Setup Fee (if any) 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 5.2 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 set-up fee(s) as detailed in the Quotation and the once-off fee(s) corresponding to such Services (including Optional Services) (as detailed in the Quotation), within 5 Days following the Signed Date;
6.1.2 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, Social Media Pages, Email Accounts 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 10% 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:
7.2 If the Client is a juristic person (as defined in the CPA), a period of 12 or 24 months calculated from the last Commencement Date as per quotation;
7.3 If the Client is not a juristic person (as defined in the CPA), a period of 12 or 24 months calculated from the Signature Date as per quotation.
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 60 Days written notice of termination; or (ii) otherwise cancelled in terms of clause 7.3.
7.4 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:
7.4.1 100° may levy a Cancellation Penalty in respect of each service.
7.4.2 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.
7.5 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).
8.1 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.
8.2 Acknowledgement: Client acknowledges that the cost to develop the website has been spread over the following payments (the setup fee and/or Twelve Monthly fee instalments.)
8.3 Copyright: 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.
9. WEBSITE MAINTENANCE and On-Page SEO
9.1 Acknowledgement and Recorders
9.1.1 Client acknowledges that:
188.8.131.52 Optimised website maintenance services and dependent on ranking mechanisms and criteria applied by search engines.
184.108.40.206 Such ranking mechanism and changes thereto are largely maintained secret by search engines
220.127.116.11 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 Website Google ranking will improve.
9.1.2 Client also records that:
18.104.22.168 It is aware of risks associated with Search Engine Optimisations (SEO) including, without limitation, penalization by search engines of website that search engines consider to be abusing its ranking; and
22.214.171.124 100° has no control over website maintenance or SEO activities post termination of this agreement.
9.2 Client holds 100° harmless in respect of any event relating to the Website that occurs after termination of this agreement.
9.3 Client agrees to 100° making such changes to the Website as provided herein.
9.4 Client shall within 2 days following the signature date provide access details to the website Google Analytics account to 100°.
9.5 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°.
9.6 Clauses listed above will survive cancelation or termination of this agreement for any reason whatsoever.
9.7 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.
10. Search Engine Optimisation
10.1 Acknowledgements and Recordals
10.1.1 Client acknowledges that:
10.1.1.1 SEO is dependent on ranking mechanisms and criteria applied by search engines (such as Google);
10.1.1.2 Such ranking mechanisms and criteria continually evolve; and
10.1.1.3 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.
10.1.2 Client also records that:
10.1.2.1 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
10.1.2.2 100° has no control over Website SEO activities post termination of this agreement.
10.1.2.3 Client holds 100˚ harmless in respect of any event relating to the Website that occurs after termination of this agreement.
10.1.2.4 Client agrees to 100˚ making such changes to the Website as provided in this document.
10.1.2.5 Clauses listed above will survive cancellation or termination of this agreement for any reason whatsoever.
10.1.3 Article Submissions
10.1.3.2 100° shall in its sole discretion: Create articles (up to the number detailed in Schedule 4-2) with unique content relating to the clients products and services; and
10.1.3.3 Submit such articles to content distribution services for publication on the internet.
10.1.4 100˚ 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 Keyword.
11. PPC Services
11.1 100° shall provide the following PPC services to Client (“PPC Services”):
11.1.1 Setup a Google Ads account for the Website;
11.1.2 Review keywords and select appropriate keywords for the Client’s Google Ads campaign;
11.1.3 Create ad groups;
11.1.4 Manage the Client’s Google Ads campaign; and
11.1.5 Prepare monthly reports detailing the past month’s Google Ads activity.
11.2 Setup and Monthly Fees
11.2.1 The setup fee for these Services includes the setup fee as per the Quotation
11.2.2 The monthly fee under this includes:
126.96.36.199 The monthly Ads Spend as per the Quotation; and
188.8.131.52 Monthly management fees calculated at a percentage of the monthly Ads Spend as per the Quotation.
11.2.3 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.
11.2.4 The monthly AdWords Spend is payable by 100˚ to Google in respect of the Client’s Google Ads account. Should amounts payable to Google be less than the Ads Spend, such shortfall will roll-over into the following month(s). Client will have no claim to reimbursement of such shortfall.
11.2.5 No PPC Services will be initiated by 100˚ until the Setup fee, first Ads Spend and first Management Fee are received by 100˚. Future PPC Services will be suspended if subsequent Adss Spend and Management Fees are not received by 100˚ in advance.
12 SOCIAL MEDIA
12.1 100° shall provide the following social media services to Client (“Social Media Services”) in consideration for the Setup and Monthly Fees as described in the quotation