INTRODUCTION
This Agreement (the “Agreement”), is between ____________________________________, with offices located at ______________________________________________________ (“Client”), and Detoured PTY LTD, with offices located at 309 St Martini Garden, 74 Victoria Street, Cape Town, 8000, South Africa (“Company”) (collectively, the “Parties” and each, a “Party”).
WHEREAS, the Company has certain expertise in testing, optimising, managing and scaling paid traffic (Facebook, Instagram, Google Ads) campaigns, performance driven content creation, conversion rate optimisation, landing page development, and generates revenue through this expertise; and
WHEREAS, Client desires to have Company help generate revenue provide services in bringing the Client’s business a consistent flow of high-quality leads which can be converted into paying customers and increased revenue; and
WHEREAS, the Parties wish to agree to pay the requisite monthly retainer under the terms and conditions set forth in this Agreement.
1. INTERPRETATION
In this Agreement, unless inconsistent with or otherwise indicated by the context,
- “Agreement” means the Agreement contained in this document.
- “The Company” means Detoured (Pty) Ltd.
- “The Client” shall mean the party with whom the Company has concluded the Agreement.
- “Privacy Policy” shall mean the Privacy Policy provided on the Company’s website in reference to the processing of Personal Information in accordance with the Protection of Personal Information Act 4 of 2013.
- “The Parties” means both the Company and Client referred to in the Agreement.
- “Personal Information” refers to information collected by and/or provided to the Company by the Client that is necessary to provide the agreed upon services between the Parties which shall include, but not be limited to: a. First and last name
b. Email addresses
c. Company name
d. Billing information
e. Any other business information which is voluntarily disclosed for the purposes of conducting business and providing general services. - “POPI” shall refer to the Protection of Personal Information Act 4 of 2013.
2. SERVICES
NOW, THEREFORE, the Parties agree as follows:
A. During the term of this Agreement, Company shall perform the work and render the services set forth under the agreement as the follows:
* Media Buying and Advertising Services * Campaign Set Up
* Creation & Optimisation of Ads
* Campaign Testing
* Audience Management & Research.
* Facebook, Google (and it’s network’s) re-targeting.
* Campaign Optimisation
* Copywriting of ads
* Monthly Performance Reporting.
* Landing page design, development & implementation
* Editing & production of performance driven advertising creatives
The work to be performed under the agreement does not automatically include, although they are available as a separate service:
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* Webinar creation.
* Shopify store creation
* Branded content creation
* Email newsletters
* Setup of social media platforms.
* Ad comment monitoring: any ads connected with a fan page will not be monitored under the program.
* Social media strategy.
- Once this agreement is signed and the agreement begins, a strategy session will take place between the Client and the Company.
- First ads will be live within 7 days of the strategy session being completed.
3. COMPENSATION
A. Company will receive a base monthly retainer of ____________ excluding VAT or any applicable sales taxes for services rendered.
4. TERMS OF PAYMENT
- Payment shall be auto billed from the credit card provided by Client on the signing of this agreement.
- The monthly retainer will thereafter be automatically billed and invoiced to the Client on the signing of this Agreement and at the end of each 30 day period, but no later than 30 days after the end of that month.
5. TERM OF AGREEMENT
- This Agreement shall be for a period of three (3) Months from the Effective Date, unless terminated as provided herein..
- After the initial period of three (3) Months, this contract will continue as a rolling month to month agreement.
6. TERMINATION
- This Agreement may be terminated by either party upon the occurrence of any of the following events, and the terminating or cancelling party shall have no liability to the other party for the exercise of such right or termination: By either party, in the event the other party has breached a covenant, obligation or warranty under this Agreement and such breach remains uncured for a period of thirty (30) days after written notice thereof is sent to such other party; By either party, if the other party ceases to conduct business; After the initial three (3) Month period, by Client for Client’s convenience on thirty (30) days’ prior written notice to The Company.
- In the event either party terminates this Agreement pursuant to this Paragraph, all payment is final, and no refund will be granted.
7. INDEMNIFICATION
- Company hereby indemnifies and agrees to defend and hold harmless the Client, its partners, directors, officers, affiliates, employees and agents, from and against any damages, losses, costs and expenses (including, without limitation, attorneys’ fees) suffered by either Party, as a result of a breach of this Agreement by Company or suffered as a result of the enforcement by the Client of this Agreement against Company.
- IftheClientshallprevailinanyactionatlaworinequitytoenforcetheprovisionsofthis Agreement against Company, Company shall pay the Client’s costs and expenses (including, without limitation, attorneys’ fees) incurred by the Client in enforcing this Agreement against Company.
- Likewise, if the Company shall prevail in any action at law or in equity to enforce the provisions of this Agreement against Client, Client shall pay the Company’s costs and expenses (including, without limitation, attorneys’ fees) incurred by the Company in enforcing this Agreement against Client.
8. USE OF PERSONAL INFORMATION
- The Parties agree that they are each responsible for complying with their respective obligations under POPI and/or any other applicable laws governing the processing of personal Information or personal data as disclosed to The Company.
- The terms “Data Subject”, “Operator”, “Responsible Party”, “Personal Information” and “Processing” have the meanings assigned to it in terms of the POPI Act of 2013.
- Company hereby agrees to process and utilise the personal information provided by the Client for the purpose of providing the agreed upon services within this agreement in accordance with the provisions of the Protection of Personal Information Act 4 of 2013 (POPI) and the Company’s Privacy Policy.
- The Parties agree that any personal information pertaining either to a natural or a juristic person provided by .................................(client) shall be utilised solely for the purposes of invoicing, analysis or reporting pertaining to the expected general business activities as requested by ..................................... (client.).
- The Company acknowledges and undertakes that, should it have access to and process personal information of data subjects, they shall comply with all relevant provisions of POPIA that apply to parties who have requested services from Detoured (Pty) Limited, in relation to all personal information.
- The Company undertakes to: To use and process the Personal Information solely for the purpose as specified; Not to allow any unauthorised persons access to the personal information; Not to do anything in relation to the personal information that requires the consent of, or notification to, a data subject without first acquiring such consent or providing such notification, as the case may be; Tp comply immediately with all lawful and reasonable requests made by the disclosing party to ensure compliance with POPIA; To inform the disclosing party of all requests made by data subjects in terms of POPIA, and to comply with such requests (to the extent required by POPIA) should the disclosing Party authorise Detoured (Pty) Limited to do so;
- Not to perform any act or omission that will cause the Disclosing Party to breach any of its obligations under POPIA;
- In addition to the undertakings above, to implement reasonable and appropriate technical and organisational security measures to prevent the loss of, damage to and/or unauthorised access or destruction of personal information, and take reasonable steps to ensure that all its representatives, employees, agents, partners and third party subcontractors, if applicable, comply with all the undertakings in this clause.
- The Client hereby consents to the use of all relevant personal information provided to the Company to perform the agreed upon services in the ordinary course of business and confirms that: The information is supplied voluntarily without any undue influence and not under any duress. The information provided is necessary for the purposes of this agreement and that without such information, the Company will not be able to provide the agreed upon services.
- The Client is aware of their rights with regard to to their personal information which include: The right to access the information at any reasonable time for purposes of rectification. The right to object to the processing of the information in which case this agreement will terminate in accordance with the provisions contained. The right to lodge a complaint to the Information Regulator.
9. MISCELLANEOUS PROVISIONS
A. Entirety of Agreement. This Agreement constitutes the entire agreement of the Parties hereto concerning the subject matter hereof and supersedes any prior oral or written agreements pertaining to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except in a separate agreement in writing signed by Company and the Client.
- Sever-ability. If any provision of this Agreement (including any sentence, clause or word), or the application thereof to any person, place or circumstance, shall be determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, (a) the remaining provisions of this Agreement shall continue in full force and effect, unaffected by such determination, (b) the court making such determination shall have the power to, and the Parties hereby request the court to, modify such provision (by providing for or adjusting the scope and/or duration of any rights or restrictions or otherwise) to the minimum extent necessary so that such provision becomes legal, valid and enforceable to the maximum extent permitted by law and (c) such determination shall apply only in the jurisdiction of such court and shall not alter, modify or affect such provision or any other provision in any other jurisdiction.
- Governing Law. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the Republic of South Africa, without regard to the conflict of laws provisions of either. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the courts located in the City of Cape Town. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Amendments and Modifications. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be binding upon either Party unless made in writing and signed by a duly authorised representative of each Party.
- Limitation of Relationship. Nothing contained herein shall create a joint venture between, or partnership among the Parties.
- Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of the Agreement.
- Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later of the two dates below, that date being the Effective Date.
COMPANY
CLIENT
