Terms and Conditions
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 Screentime Digital (Pty) Ltd (Registration no. 2019/148822/07), 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 Screentime Digital 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: 22.214.171.124 Information contained in the reports provided to Client hereunder; and
126.96.36.199 Information generally relating to the processes, methodology and systems employed by Screentime Digital in providing the Services that is disclosed to Client by Screentime Digital, 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 Monthly Services: n/a; and (iii) for all other Services: an amount equal to one 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 Screentime Digital offers various services relating to branding, website development, website maintenance, search engine optimisation, digital advertising, copyrighting, google services, social media and website hosting, and Client wishes to engage Screentime Digital to provide such services as detailed herein.
2.2 This agreement regulates the Services to be provided by Screentime Digitalt o 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 Screentime Digital to provide the services, which engagement Screentime Digital 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 Screentime Digital of the Setup Fee (if any) in the Quotation.
5. SUPPORT AND IMPLEMENTATION OF SUGGESTED STEPS
5.1 Screentime Digitalshall 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 Screentime Digitalto 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 Screentime Digital:
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 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 Screentime Digital 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 Screentime Digital in terms of this agreement and which are not paid on due date will bear interest at 12% 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. Screentime Digital’s right to charge interest on outstanding amounts will not detract from any other rights that Screentime Digital may have in law or in terms of this agreement.
6.3 Should Client fail to make timely payment of amounts payable to Screentime Digital in terms of this agreement, Screentime Digital 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 Screentime Digital.
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 Client shall make payment of all amounts in terms of this clause 6 into the following bank account
Account name: Screentime Digital (Pty) Ltd
Bank: First National Bank
Branch code: 250-655
Account number: 62802154310
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 Screentime Digtial 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 Screentime Digital may levy a Cancellation Penalty in respect of each service.
7.4.2 The Cancellation Penalty accounts for:
188.8.131.52 Services provided by Screentime Digital prior to cancellation of this agreement, but the cost of which Screentime Digital anticipated recouping during the term of this agreement; and
184.108.40.206 Discounts provided by Screentime Digital to the customer in contemplation of this agreement enduring for its intended fixed term; and
220.127.116.11 The Cancellation Penalty is reasonable.
7.5 Should Client be in breach of this agreement, Screentime Digital may communicate such breach to the Client and should the Client fail to remedy such breach within 10 days of such communication, Screentime Digital may cancel this agreement. Cancellation of this agreement by Screentime Digitalwill not derogate from Screentime Digital’s rights to receive amounts owing hereunder (including Cancellation Penalties).
8. WEBSITE DEVELOPMENT
8.1 Transfer of website: Subject to full payment of the Cancellation Penalty or any other amount payable under this agreement to Screentime Digital, Screentime Digital shall upon termination of this agreement transfer the website developed by Screentime Digital 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 Screentime Digitalhereunder vests in Client and Screentime Digitalh ereby 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 SEARCH PAGE OPTIMISATION
9.1 Acknowledgement and Recorders
9.1.1 Client acknowledges that:
18.104.22.168 Optimised website maintenance services and dependent on ranking mechanisms and criteria applied by search engines.
22.214.171.124 Such ranking mechanism and changes thereto are largely maintained secret by search engines
126.96.36.199 The ranking mechanisms and criteria and changes thereto are largely maintained secret by search engines
As such Screentime Digital 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:
188.8.131.52 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
184.108.40.206 Screentime Digital has no control over website maintenance or SEO activities post termination of this agreement.
9.2 Client holds Screentime Digital harmless in respect of any event relating to the Website that occurs after termination of this agreement.
9.3 Client agrees to Screentime Digital 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 Screentime Digital.
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 Screentime Digital and effected by Screentime Digital.
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 Screentime Digital 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 Records
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, Screentime Digital 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 Screentime Digital has no control over Website SEO activities post termination of this agreement.
10.1.2.3 Client holds Screentime Digital harmless in respect of any event relating to the Website that occurs after termination of this agreement.
10.1.2.4 Client agrees to Screentime Digital 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 Screentime Digital 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 Screentime Digital 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. Google Ads
11.1 Screentime Digital shall provide the following Online Advertising services to Client (“Google Ads”):
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:
220.127.116.11 The monthly Ads Spend as per the Quotation; and
18.104.22.168 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 Screentime Digital 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 Google Services will be initiated by Screentime Digital until the Setup fee, first full Ads spend as per quote are received by Screentime Digital. Future Google Ads Services will be suspended if subsequent Ad Spend and Management Fees are not received by Screentime Digital in advance.
12. SOCIAL MEDIA ADVERTISING
12.1 Screentime Digital shall provide the following social media advertising services to Client (“Social Media Advertising Services”) in consideration for the Setup and Monthly Fees as described in the quotation
12.1.1 Setup a Social Media accounts for the Website;
12.1.2 Review strategy and select appropriate keywords or targeting for the Client’s Social Media Ads campaign;
11.1.3 Create ad groups;
11.1.4 Manage the Client’s Social Media accounts Ads campaign; and
11.1.5 Prepare monthly reports detailing the past month’s Social Media Ads activity.
11.2 Setup and Monthly Fees