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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: 1.1.9.1 Information contained in the reports provided to Client hereunder; and
1.1.9.2 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.
1.6 All pricing in the Schedules are exclusive of VAT.

2. PREAMBLE
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.

3. CONFLICT
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 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 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 Signature Date;
6.1.2 A compound monthly fee comprising: (i) the monthly fee(s) detailed in the; and (ii) the monthly fee(s) corresponding to such Optional Services as detailed in 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 this agreement; and
6.1.3 such additional amounts for Optional Services as 100° may invoice from time to time in accordance with the Quotation and Schedule(s), which additional amounts are payable within 10 Days of invoice.
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 All monthly fee(s) are payable in advance of the provision of related Services by 100°.
6.4 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: Sandton
Branch code: 450-905
Account number: 1050620178

Please include payment confirmations as depicted in your invoice.

7. TERM, TERMINATION AND CANCELLATION
7.1 This agreement commences on the Signature Date and will remain in force for a period of: 7.1.1If the Client is a juristic person (as defined in the CPA), a period of 24 months calculated from the last Commence;
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 addition to the right to terminate 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(2)(b) of the CPA. Furthermore, Client enjoys the right to rescind this agreement in terms of s16 (3) of the CPA. In the event of cancellation in terms of s14 of the CPA, 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:
7.2.2.1 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
7.2.2.2 Discounts provided by 100° to the Customer in contemplation of this agreement enduring for its intended fixed term; and
7.2.3 The Cancellation Penalty is reasonable.

WEBSITE DEVELOPMENT
1. WEBSITE DEVELOPMENT SERVICES
1.1 100° shall provide the following website development services to Client: 1.1.1.Setup a new website as detailed in the quotation; and
1.1.2 Create the home page and internal pages as detailed in the Quotation.
1.2.Website build will commence upon full payment of the Setup fee detailed in the Quotation.

2. TRANSFER OF WEBSITE
Subject to full payment of the Cancellation Penalty (if applicable) 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 Client. This clause will survive termination or cancellation of this agreement for any reason whatsoever.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.

WEBSITE MAINTENANCE AND ON-PAGE SEO
1. CONFLICT
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 (such as Google);
2.1.2 Such ranking mechanisms and criteria continually evolve; and
2.1.3 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 optimised website available or that the Website Google ranking will improve.
2.2 Client also records that:
2.2.1 It is aware of risks associated with Search Engine Optimisation (SEO) including, without limitation, penalization by search engines of websites that search engines consider to be abusing its ranking mechanisms; 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 Website 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 Clause 2.1, 2.2 and 2.3 in this Schedule 3-1 will survive cancellation or termination of this agreement for any reason whatsoever.

3. WEBSITE MAINTENANCE SERVICES
100° shall provide the maintenance services detailed in Schedule 3-2 (“Maintenance Services”) in accordance with

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
Installments: The Monthly fee is payable for the term of the agreement. Monthly maintenance services:

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

SEO
1. CONFLICT
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
Instalments: The Monthly fee is payable for the term of the agreement.

PPC
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 (if required);
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: 2.1.1.The setup fee as detailed in the Quotation; and
2.1.2. An amount calculated by multiplying the additional Ad Groups (as per the Quotation – Add-ons) by R150 each. 2.2.The monthly fee under this Schedule 5 includes: 2.2.1.The monthly Adwords Spend detailed in the Quotation; and
2.2.2. Monthly management fees calculated at 15% of the monthly Adwords Spend detailed in 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.

Instalments: The Monthly fee is payable for the term of the agreement. Monthly maintenance services:
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 summarising suggested changes to the Website.

GOOGLE ME Services and fees
Google Me includes Google Plus, Google Places for Business and a YouTube Channel.1.Google Plus

Google plus is a social networking platform owned by Google Inc.

Service Include Setup Fee
Creating and setup of the page
Optimizing your page for Search Engines
Service Include Monthly Fee
Post once a month of a uniquely designed post
Page links back to the client website
Page links to the clients Social Media platforms
1.Google Plus Business Page
Service Include Setup Fee
The set-up of the Google Places Business Page
Making sure that the business is listed on Google Maps
Optimizing your page for Search Engines
Service Include Monthly Fee
Maintenance of the page
Linking Google reviews to the page
Monthly we will add and monitor reviews

SOCIAL MEDIA
Services and fees

1.100° shall provide the following social media services to Client (“Social Media Services”) in consideration for the following Setup and Monthly Fees:

Package Setup fee.
Installments: The Monthly fee is payable for the term of the agreement.

Open and Manage Facebook and 1 of the following platforms: Twitter / Pinterest / LinkedIn

Posts: All packages are client specific. 100 Degrees and the client will agree to a package which will suit the client and the audience to which they are aiming to target and their business needs.

Social Media Adverts

Reports: A monthly report

2.100° shall provide such optional add-on services (detailed below) as per the Quotation (“Optional Social Media Services”).

MOBI SITE
Services

Mobi Site Build
Registration Domain
Hosting of the Domain
3-5 Pages of keyword rich content
Purchase of a uniquely designed template which suits the clients requirements
User experience analysis
Call to action optimisation
On page search engine optimisation
Click to Call phone number
Installation of Google Analytics
Click for Directions/Google Maps
Auto direct to .mobi site
Add social icons
Optimisation of all images for mobi page speed
Taylor made navigation as per clients requirements

Monthly Service Include:

Domain Hosting
Update 1 design image monthly
Google Analytics
Back up to the server
Check the health Index
Check broken links
Check broken code
*If a client cancels in the first 12 months, a settlement fee of R10 000.00 excluding vat is to be paid
*If a client cancels in the second 12 months, a settlement fee of R5 000.00 excluding vat is to be paid

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