Terms and Conditions

Last Updated: 1 October 2024

1. Definitions

The following T&Cs apply to all Services provided by Bakgat Marketing. Any agreement in respect of the provision/supply of the Services to you shall be governed by the Cost Estimate and these T&Cs. To the extent that there is a conflict between these T&Cs and the Cost Estimate, the provision in the Cost Estimate shall prevail. We may, at our sole discretion, update and/or amend these T&Cs from time to time, and any such updates and/or amendments shall be deemed to be accepted by you. These T&Cs are available on our website.

In these T&Cs, the following expressions shall have the meanings assigned to them below:

• • “Client”: The recipient of the Services.
  • “Cost Estimate”: Estimate of costs and outline of scope of Services.
  • “Days”: Calendar days.
  • “Parties”: Bakgat Marketing and the Client, their respective successors-in-title and their respective cessionaries and assignees. Any reference to “a Party” shall refer to one of the relevant Parties as required by the context.
  • “Services”: The website development/design/marketing/branding services to be provided by Bakgat Marketing to the Client as set out in the Cost Estimate and as may be amended in accordance with these T&Cs, including inter alia advertising, communication, and related work in both the traditional and digital space.
  • “Statement of Work”: The detailed description of the scope of the Services prepared by us upon your acceptance of our Cost Estimate.
  • “Termination Date”: Any date on which the Services are terminated in accordance with its terms other than by way of effluxion of time.
  • “T&Cs”: The terms and conditions set out in this document including any terms and conditions provided in the Cost Estimate.
  • “Us”: Bakgat Marketing
  • “You”: The Client

Unless the context indicates otherwise, in the T&Cs:

• • References to any other contract or document shall include a reference to that contract or document as lawfully amended, varied, novated, or substituted from time to time.
  • The headings of clauses, sub-clauses, and schedules are included for convenience only and shall not affect the interpretation of the T&Cs.
  • The Parties acknowledge that each of them has had the opportunity to take legal advice concerning the T&Cs and agree that no provision or word used in the T&Cs shall be interpreted to the disadvantage of either Party because that Party was responsible for or participated in the preparation or drafting of this Agreement or any part of it.
  • Words importing the singular number shall include the plural and vice versa, and words importing either gender or the neuter shall include both genders and the neuter.
  • The number of days indicated to commit an act or indicated for any other purpose is calculated by excluding the first day and including the last day.

2. Website Hosting

Hosting Services Provided by Bakgat Marketing with Xneelo

• • Fair Usage Policy: Subject to Xneelo’s Fair Usage Policy (FUP), available on their website.
  • Xneelo Terms of Service: Governed by Xneelo’s Terms of Service.

Client Responsibility:
If only hosting is selected, the client is solely responsible for maintenance and updates. Bakgat Marketing is not liable for functionality, security, or updates without a separate maintenance agreement.

Monthly Invoicing:
Bakgat Marketing will invoice for hosting and domain renewals on a monthly basis for hosted websites.

Backup:
For hosted websites, backups are done on a server level and on hosting for up to one month at a time. Bakgat Marketing is not responsible for backups if it does not host the website.

Service Disruption:
Bakgat Marketing will address and rectify any hosting service disruptions but will not compensate the client for downtime.

Website Transfer:
Bakgat Marketing will assist with transferring the website to another host once all outstanding amounts are settled. A transfer fee may apply in certain cases.

Email Troubleshooting:
Bakgat Marketing will assist with email-related issues. No charge will apply if the issue is caused by Bakgat Marketing; otherwise, charges may apply.

Security:
Login details and passwords must be kept confidential. Bakgat Marketing will not be responsible for hacks or breaches. Password requests are subject to verification.

Contract Term and Termination – Website Hosting

• • Contract Term: Hosting is on a month-to-month basis and requires 30 days’ written notice for cancellation by either party.
  • Termination Fees: Early termination requires 30 days’ written notice, and a cancellation fee equivalent to one month’s hosting fees will apply. If cancelled, the website will be deleted unless a backup copy is requested for a fee.

Website Hosting Pricing

• • Annual Price Increase: Hosting prices will increase annually on 01 April.
  • Pricing Adjustment: Hosting prices are subject to adjustment based on the official inflation rate (CPI) published by Statistics South Africa.

3. Website Maintenance

Website Backend Maintenance Services
Regular updates to the website’s backend, including WordPress, PHP, and plugin updates.

Backup:
If Bakgat Marketing hosts the website, backups are done on a server level and on hosting for up to one month at a time. If Bakgat Marketing does not host the website, it is not responsible for any backups.

Security Monitoring:
Implementation of security measures to protect the website from threats.

Monthly Reports:
Provision of monthly reports on the website’s status, uptime, and Google Analytics for performance and SEO metrics.

Issue Reporting:
Maintenance does not imply constant monitoring, and any website issues must be reported by the client to Bakgat Marketing’s account manager.

Development Exclusion:
Development issues with plugins or themes are not covered under this maintenance agreement and will be quoted separately.

Content Update Services
Updating of content such as images, text, adding new sections, and blog updates.

Client Content Ownership:
All content provided by the client (articles, text, graphics, videos) must be owned by the client and free of copyright infringement.

Content Provision:
The client must provide all necessary content, including text and images, for updates. Bakgat Marketing will rewrite provided text for the website.

Support Hours and Additional Rates

• • Annual Support Hours: Support hours are allocated annually. Unused hours will expire at the end of the contract year and do not roll over.
  • New Allocation: On the contract’s anniversary, new support hours will be allocated for the following year.

Contract Term and Termination – Website Maintenance

• • Contract Term: Website maintenance and support services are provided on a 12-month contract basis, starting from the specified Start Date.
  • Termination Notice: Either party may terminate by providing 30 days’ written notice.
  • Cancellation Fee: Early termination will result in billing for excess hours if the client has used more than the allocated prorated hours, as well as a cancellation fee equivalent to one month’s contract amount.

Website Maintenance Pricing

• • Annual Price Increase: Website maintenance prices will increase annually on 01 April.
  • Pricing Adjustment: Prices are valid for 12 months and subject to adjustments based on the official inflation rate (CPI) published by Statistics South Africa.

4. Web Design and Development Terms and Conditions

Payment Terms
A 50% deposit is payable upfront before the project commences, and the balance is payable within 7 days of the website going live. Once the website is live and full payment has been received, administration login details will be supplied to the client.

Content Provision
All website content needs to be provided by the client within 2 weeks of payment of the deposit to commence a project. Should the client delay in providing the required content, Bakgat Marketing reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Bakgat Marketing will request any outstanding payments to be settled before the continuation of the project.

Maintenance
If the client has not opted for monthly maintenance, such updates and the cost thereof remain the responsibility of the client. However, plugins and themes may be quoted for separately if required.

Additional Charges
Additional pages, images, and revisions outside the scope of work agreed upon will attract additional charges.

Ownership
The client agrees that all content provided by the client, including articles, website wording, graphics, and videos, are owned by the client and free of any copyright infringement. However, ownership of the website remains with Bakgat Marketing until full payment has been received.

Viruses & Outdated Websites
Bakgat Marketing makes every effort to take security precautions on client websites. However, we cannot guarantee the prevention of hacks, viruses, or unexpected data deletion and cannot be held liable for any such damages. Bakgat Marketing cannot be responsible for any websites that have stopped working or have become faulty over time due to the website becoming outdated.

5. Website Rentals

Rental Terms
Website rentals work on a basis of monthly rental payable in advance by the 7th of each month. Failure to pay by the 7th will result in the website being taken down.

Rental Contracts
Website rentals will be on a 12-month contract basis.

Ownership
Ownership of the website remains with Bakgat Marketing until full payment has been received.

Termination
A 30-day written notice is required for termination by either party.

Cancellation Fee
Early termination will result in a cancellation fee equivalent to one month’s rental amount.

6. SOCIAL MEDIA MANAGEMENT

Fees and Payment:
Bakgat Marketing will invoice the client on the 1st of each month for the following month’s social media management services. Payment for the invoice is due within 30 days from the invoice date. If payment has not been received by the 7th of the following month, all posting and monitoring of social media accounts will be suspended until full payment is made.

Services Included:
Social media management will encompass the following services:

• • Community monitoring
  • Posting of content as per agreement
  • A detailed social media report showing important metrics from social media performance

Monthly Planning Meeting:
Bakgat Marketing will hold a monthly meeting one month in advance to discuss the social media calendar. It is the client’s responsibility to provide any required information during this meeting. Failure to provide the necessary information may result in posts not being published. The client must supply all images, photos, and videos needed for the posts.

Flexibility in Posting:
We understand that posts may need to change at short notice due to unforeseen circumstances. Should the need arise to change or include a new post, we will accommodate you as much as possible.

Reflecting Your Business Personality:
The social media accounts should reflect the personality of your business. We will work closely with you to ensure that the content aligns with your brand’s identity.

7. PROMOTIONAL MATERIAL, PRINTED STATIONERY, AND WORKWEAR

Scope of Services
This section covers the provision of promotional materials, printed stationery, and branded workwear, including but not limited to:

• • Promotional material (e.g., banners, gazebos, flags)
  • Printed stationery (e.g., pamphlets, brochures, business cards)
  • Corporate and promotional gifts
  • Branded clothing and workwear

Payment Terms

• • Payment is due upon presentation of the quote provided by Bakgat Marketing.
  • Receipt of deposit will be regarded as confirmation of the order. A 25% cancellation fee will be charged on confirmed orders if cancelled before printing commences. If printing has commenced, a 100% cancellation fee will be charged.

Artwork & Design

• • Setup fees may apply for creating a layout of your logo and artwork supplied on our templates. A maximum of three changes to the layout is allowed; thereafter, additional charges may be incurred.
  • The quality of the artwork supplied must comply with our artwork specifications. If the artwork does not comply with specifications, a design/redraw fee will be charged. You will be notified by our team if your artwork does not comply.
  • If the quality of the artwork is low, it may pixelate and display extremely poorly when enlarged.
  • Bakgat Marketing will prepare the artwork, and once you approve it, production will commence. Please review the artwork proof carefully for design, spelling, and colours. Remember that actual colours you see will depend on your monitor and printer. We cannot guarantee colour accuracy without Pantone colours.
  • Once artwork is approved, unless the product delivered is different from the signed proof, Bakgat Marketing is not liable for any claims by the customer that the products are not acceptable.
  • All digital printing may have a 5% variant in colour. Please supply us with Pantone colours. Colour proofs or samples must be provided with CMYK colour breakdown. By failing to do so, we cannot be held responsible for incorrect colour.

Production and Delivery of Order

• • Orders will be completed and ready for delivery within 5 to 10 working days after the deposit has been received and artwork has been signed off.
  • Goods will remain the property of Bakgat Marketing until paid in full and will not be released until full payment of the order and delivery charge, where applicable, is reflected in our bank account.
  • All products supplied are event products and should never be used in harsh weather conditions or as permanent fixtures.
  • Please check your order on delivery/collection. Please notify us in writing within 5 days of delivery/collection if your product is faulty; otherwise, it will be deemed to be in order.

8. ADVERTISING

Google Ads

• • Advertising spend for Google Ads is payable in advance and in accordance with the Statement of Work as agreed upon by both Parties from time to time.
  • Any changes to the advertising budget must be mutually agreed upon by both you and Bakgat Marketing.
  • Bakgat Marketing will:
    • Return any unused advertising spend to you upon expiry or termination of the Services.
    • Provide you with access to your Google Ads account.
    • Endeavour to ensure that your Google Ads campaigns remain within your approved Ads budget. However, if an overspend does occur, we will allow you to choose to either:
      • Deduct the overspent amount from the following month’s budget.
      • Add the overspent amount to the following month’s invoice as an additional charge.

Meta Ads

• • For Meta Ads, we will require access to your Meta Ads account to effectively manage and execute campaigns.
  • Payment for the Meta Ads account is your responsibility, and any associated costs must be settled as per the agreement.

Advertising Approval

• • Only advertisements that have been approved by you in writing prior to publication will be promoted.

Copyright Agreement

• • The Client agrees that all content provided by them, including articles, graphics, and videos, is owned by the Client and is free of any copyright infringement.

9. LIMITATION AND EXCLUSION OF LIABILITY

• Neither party will be liable for any failure of or delay in the performance by it of its responsibilities or obligations to the extent that such failure or delay arises from a cause or causes beyond its reasonable control including, without limitation, an act of God, riot or other civil disturbance, strike or other labour dispute, fire, explosion, flood or South African governmental requirements.
• Both parties agree to indemnify and hold harmless one another from any and all claims, demands, costs, expenses or liabilities, brought or imposed upon by the other, relating to or arising out of any acts, omissions, fraud, misrepresentation or wrongdoing by the other in connection with the performance of this agreement.
• We will not be liable for any interference or security breaches in respect of your website, such as inter alia viruses, hacking, or malicious content, whether hosted by us or a third party.
• In addition to the aforegoing, we shall not be liable for any loss or damage, including consequential loss, arising from or caused by loss of data; by any inaccuracy and / or omission; by delay or error, whether the result of negligence or other cause in the performance of the Services; by failure or loss in respect of any backups; by any act, omission or defective works / services supplied by any Third Party including but not limiting third party plugins; to your artwork / photos supplied for the website, whether the result of negligence or otherwise; to or loss of any working files generated by us during the performance of the Services.

10. CONFIDENTIALITY

• We (you and us) agree and acknowledge that the information and documents relating to the Services and information concerning the business transactions and methods of both parties (“Confidential Information”) constitutes valuable commercial information and neither party shall at any time during or after the performance and / or delivery of the Services, without the other party’s prior written consent, disclose or otherwise make available to any party, either directly or indirectly, all or any part of the Confidential Information.
• The above clause shall apply unless or until the recipient of the Confidential Information can reasonably demonstrate that any such communication or information, is part of the public domain through no fault of its own or that such communication was obtained by the recipient from sources other than the other party to this agreement, or that such communication is required to be released or disclosed by subpoena, other judicial or administrative process, or by other laws or regulations.

11. RESTRAINT

We (you and us) agree that during the term of the Services and for a period of one year after its termination or expiration, we shall not, without the prior written consent of the other party, employ, or contract the services of any person who was employed by the party at any time during a 12-month period preceding the date on which the offer for employment is made to the party.

12. DOMICILIUM AND NOTICES

• The physical address provided by you in your client information sheet shall be the address you have chosen where summonses, legal documents and notices can be served on you (“domicilium”).
• We may also serve notices on you by email and shall use the email address used by you in correspondence with us (“email domicilium”).
• Either of us shall be entitled from time to time to vary our domicilium or email domicilium on ten (10) days written notice to the other.
• Any notice which:
• is delivered by hand at the addressee’s street address domicilium shall be deemed to have been received by the addressee at the time of delivery; or
• is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee’s domicilium shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the seventh day after the date of posting; or
• if transmitted by email to the addressee at the addressee’s domicilium shall be deemed to have been received by the addressee on the date of transmission or, if the transmission is made out of normal business hours, on the first business day following after the date of transmission.

13. BREACH

• If either Party breaches any of these T&Cs and fails to remedy the breach within 7 (seven) days after receipt of written notice from the other party the other party shall have the right, as and where applicable without prejudice to any other right which that party may have, to terminate the Services and claim damages.
• In addition to and without limiting our rights, we shall also have the right to:
  • suspend the Services automatically and without prior notice to you; and / or
  • treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the Services, and to claim such amounts as well as any other amounts in arrears including interest and to cease performance of our obligations in terms of the T&Cs, as well as under any other agreement with you until you have remedied the breach.
• Should the Services be cancelled at any time, we will calculate all fees payable up to that point of Services. We will invoice you for any amount greater than the deposit paid by you which shall be payable as set out in our invoice. In the event that the fees up to that point of work are less than the deposit, we shall be entitled to retain the difference as damages.
• The breaching party shall be liable for all costs incurred by the non-breaching party in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.
• Our liability to you in respect of any claim whatsoever for breach of these T&Cs by us, whether not arising from negligence, shall be limited to the charges paid for the Services.

14. WHAT CAN BE EXPECTED OF US
    We aim to achieve the highest level of client satisfaction and for our clients to have absolute faith in our standard of work and the professional manner in which we conduct business. We will:

• Be friendly, courteous, and helpful when contacted.
• Make every effort to explain things clearly and in terms you can understand, keeping jargon to a minimum.
• Agree with you the type of service you can expect to receive.
• Respond to your phone calls, emails, and letters in a timely manner.
• Treat all clients fairly.
• Maintain confidentiality.

15. WHAT WE EXPECT OF OUR CLIENTS
    We expect you to:

• Provide any information that has been requested within agreed timescales.
• Pay all invoices within the payment terms defined in our agreement.
• Let us know in advance if you are unable to do this, or if your circumstances change.

16. IMPROVING OUR SERVICES
    We are keen to improve our high level of client service and welcome any comments that you have, either complimentary or critical. If a project has not met its targets, we would appreciate your feedback about what we can do to avoid the situation in future. We want our clients to be 100% happy with the service they receive.