Service Agreements
SUMMARY OF SUGARBIRD DIGITAL MARKETING TERMS & CONDITIONS – PLEASE READ THE TERMS TO FAMILIRISE YOURSELF WITH OUR CONDITIONS.
THE ECONOMICS OF SUGARBIRD DIGITAL MARKETING ARE BASED ON TIMEOUS PAYMENT OF INVOICES TO BALANCE EXPENDITURES ON SALARIES AND OFFICE COSTS.
IMPORTANT: A RETAINER IS BILLED ONE MONTH IN ADVANCED.
A retainer fee is an upfront payment made for a service before its delivery. It’s a common practice among consultants, lawyers, and freelance professionals, where clients provide an advance payment for services to be rendered. For example, a lawyer may request a retainer fee before offering legal services.
Sugarbird Digital Marketing adopts a structured invoicing schedule. Invoices will be dispatched to clients on the 25th day of every month. Payment for the provided services is expected to be concluded no later than the last working day of the invoiced month. Clients are required to settle their invoices by electronic transfer within this timeframe. n order to maintain uninterrupted and seamless operations, all services are to be prepaid by the 1st day of each month. This prepayment ensures the continuous provision of services and contributes to the efficiency of our collaboration.
Sugarbird Digital Marketing strictly adheres to a no-refund policy for retainer fees, website development deposits, and all services rendered. All outstanding invoices, including late payment fees, must be settled in full to Sugarbird Digital Marketing before the release of any digital assets to the client. Failure to settle outstanding payments may result in the suspension of services until all financial obligations are met.
PAID ADVERTISING CAMPAIGN FUNDS
Client Responsibility For any paid advertising campaigns managed by Sugarbird Digital Marketing on platforms like Facebook, Instagram, Twitter, LinkedIn, TikTok, Google Ads etc., Client is solely responsible for providing and maintaining sufficient advertising funds (“Campaign Funds”) in the respective platform accounts.
Funding Requirements Prior to launch of any paid campaigns, Client must fund the account with the budgeted Campaign Funds amount. Sugarbird Digital Marketing will provide a monthly estimate of the Campaign Funds required to achieve desired results.
Ongoing Replenishment Client shall replenish the Campaign Funds on a monthly basis as per Sugarbird Digital Marketing instructions to keep campaigns running smoothly without interruption.
Low Balance Notifications Sugarbird Digital Marketing will notify Client when Campaign Funds fall below a minimum threshold based on future spending projections. Client must promptly add funds upon such notification.
Insufficient Funds Sugarbird Digital Marketing shall not be liable for any limitations, under-performance, or failure to achieve desired results for a paid campaign if caused by Client’s failure to maintain sufficient Campaign Funds in the platform accounts.
Suspension of Campaigns If Campaign Funds are depleted, Sugarbird Digital Marketing reserves the right to pause or suspend any paid advertising campaigns until funds are replenished by Client.
Replenishment Delays Any delays in replenishing Campaign Funds are solely the responsibility of Client. Sugarbird Digital Marketing shall not be liable for any incremental costs or missed opportunities arising from such delays.
Separate Funds Campaign Funds must be maintained separately in the advertising platform accounts and cannot be commingled with Sugarbird Digital Marketing retainer fees for management/services.
Statements: The client will receive Facebook or Google Ad statements upon request. Sugarbird Digital Marketing is not responsible for any bank charges or taxes associated with these charges.
CANCELLATION AND TERMINATION
Either party may cancel the services and terminate this Agreement by providing at least 30 days’ advance written notice of cancellation to the other party via email. Cancellation notices must be sent by email to support@sugarbirddigital.com Notices sent by any other means will not be valid.
The 30-day notice period will begin on the date the cancellation email is received by Sugarbird Digital Marketing. Services will continue during the notice period.
Payment During Notice Client shall remain responsible for paying all fees incurred up to the effective cancellation date at the end of the 30-day notice period.
Refunds No refunds will be provided for any pre-paid but unused fees for the billing period after the effective cancellation date.
Data Retrieval Upon cancellation, Client must retrieve all data and content from the services within 5 business days after the cancellation effective date, after which Sugarbird Digital Marketing reserves the right to permanently delete the data.
Termination for Cause Notwithstanding the above, Sugarbird Digital Marketing may immediately terminate this Agreement and services for non-payment or Client’s material breach after 10 days written notice to cure.
This addition covers giving at least 30 days’ advance email notice for cancellation by either party, responsibilities during the notice period, no refunds for pre-paid fees, data retrieval before deletion, as well as Designer’s right to terminate immediately for non-payment or material breach after cure notice.
SEASONAL TERMINATION
Seasonal Period From November 1st to January 31st (the “Seasonal Period”), terminations or cancellations of SEO, Google Ads, PPC, Social Media, or Web Development services will not be accepted or processed by Designer.
Service Continuity All applicable services shall continue uninterrupted during the Seasonal Period regardless of any termination/cancellation requests received from Client during this time frame.
Post-Seasonal Terminations Any termination or cancellation requests received during the Seasonal Period will be put into effect starting February 1st per the standard Cancellation and Termination provisions of this Agreement.
SEASONAL OFFICE CLOSURE NOTIFICATION
Notification Requirement If Client’s office or business operations will be closed for an extended period due to holidays or any other reason, Client is obligated to provide advance written notification to Sugarbird Digital Marketing of such closure period along with the specified reopening date.
Email Notice Office closure notifications must be sent to support@sugarbirddigital.com at least 14 days prior to the closure start date.
Service Impact Failure to properly notify Designer of extended office closures may result in service disruptions, delays or failures that shall be the sole responsibility of Client.
WEBSITE DESIGN & DEVELOPMENT AGREEMENT
Engagement The Client hereby engages Sugarbird Digital Marketing to design, develop and deploy a new website for the Client’s business as per the agreed Project Scope and Specifications
Project Scope & Deliverables Designer shall provide the services and deliverables specified in the Project Scope. Any requests for additional services, features or functionality not covered in the initial scope will be considered out of scope and may require a separate Statement of Work and fees.
Client Responsibilities
a) Provide Sugarbird Digital Marketing with company branding assets, logos, images, content and other materials required to complete the project.
b) Review and approve Sugarbird Digital Marketing work at predetermined milestones in a timely manner.
c) Designate an authorized representative to provide feedback, decisions and approvals promptly.
d) Ensure timely cooperation and collaboration to keep the project on schedule.
Sugarbird Digital Marketing Responsibilities
a) Perform website strategy, planning, design, development, testing
b) Build the website using best practices for modern, responsive, optimized and secure coding.
c) Provide up to 3 rounds of reasonable revisions per approved project phase.
d) Conduct user acceptance testing and remediate critical defects identified.
e) Provide CMS training and deploy final site to Client’s hosting environment.
Project Timeline & Schedule
Sugarbird Digital Marketing shall commence work upon receipt of initial deposit and use commercially reasonable efforts to meet agreed project milestones and deliverable dates in the timeline specified, provided there are no delays caused by Client.
In the event of a delay beyond this 30-day period caused by circumstances beyond the Sugarbird Digital Marketing control, such as failure by the client to provide necessary materials, content, or revisions in a timely manner, the following provisions shall apply:
If the website project is not completed within 30 days due to delays attributable to the client, the initial deposit paid by the client shall be forfeited and retained by Sugarbird Digital Marketing as compensation for time and expenses incurred up to that point.
Furthermore, any additional time and work required by Sugarbird Digital Marketing to complete the project beyond the initial 30-day period shall be subject to an incremental increase in the quoted website design cost at the Sugarbird Digital Marketing standard hourly rate.
In the circumstance where the client abandons or fails to actively participate in the website design project for a continuous period exceeding 6 months, the project shall be considered terminated.
Should the client then wish to reinitiate the website design process, a new project quote and deposit will be required before any further work commences.
Project Delays
a) If Client delays provision of materials, content, feedback or approvals, Sugarbird Digital Marketing may adjust the timeline and charge additional fees for the overage.
b) If the project is inactive for 3+ months due to delays caused by Client, Sugarbird Digital Marketing may charge a reactivation fee to recommence work.
Fees & Payment Terms
a) Client shall pay Sugarbird Digital Marketing the fees and costs per the payment schedule.
b) Late payments are subject to interest at 1.5% per month on outstanding balances.
c) Sugarbird Digital Marketing reserves the right to suspend services if payments are delinquent.
Project Acceptance & Warranty
Upon receiving final payment, Sugarbird Digital Marketing warrants the website will function per specifications for 30 days, after which any further maintenance, support or development is subject to additional fees at Sugarbird Digital Marketing hourly rates of R650.
Intellectual Property & Ownership
Sugarbird Digital Marketing shall own all intellectual property rights in the website design and codebase until all fees are paid in full, at which point full ownership and rights transfer to Client.
Term & Termination
This Agreement begins on the Effective Date and continues until terminated according to its terms. Either party may terminate for material breach with 30 days written notice and opportunity to cure. Sugarbird Digital Marketing shall be compensated for all work performed up to termination.
LOGO DESIGN SERVICES
Basic Logo Desig Sugarbird Digital Marketing offers a basic logo design service utilizing the Canva graphics platform. This basic logo is not included in the website design pricing. The logo will cost R1 240 and only 3 changes will be allowed
Premium Logo Design For more extensive, customized or detailed logo design requirements beyond the basic Canva option, Sugarbird Digital Marketing in-house graphic design team can provide premium logo design services.
Custom Quotation Upon request, Sugarbird Digital Marketing will provide a separate quotation outlining the fees for premium, custom logo design services based on Client’s specific requirements and desired complexity.
Dedicated Designer Premium logo projects will be assigned a dedicated graphic designer who will work closely with Client to understand their vision and design preferences.
Revisions and Approvals The custom logo pricing includes multiple rounds of revisions and the design will only be finalized upon Client’s approval.
WEBSITE DEPLOYMENT
Payment Prerequisite Once all payments due for the website design and development services have been received in full by Sugarbird Digital Marketing, the completed website will be deployed to Client’s specified domain name and hosting environment.
Domain Transfer If Client requires transferring the website to a new domain, Client shall provide the necessary credentials and access to allow Sugarbird Digital Marketing to perform the domain transfer.
Deployment Timeframe Website deployment will be completed within 2 working days after receipt of final payment, unless exceptions apply such as domain transfer delays.
Testing Period After deployment, a 7 day testing period will be provided for Client to identify any issues before final acceptance.
HOSTING SERVICES
Hosting Fees Fees for website hosting and related services are invoiced monthly in advance. Monthly invoices are due and payable by the last working day of the preceding month.
Late Payment If payment is not received by the 1st day of the month for which hosting is being provided, it will be considered late. A late payment reactivation fee of R375 will be charged.
Service Suspension Sugarbird Digital Marketing reserves the right to suspend hosting services and take the website offline if payment is not received within 5 business days after the due date.
Reinstatement To reinstate suspended hosting services, Client must pay the outstanding balance in full plus the R375 reactivation fee.
DOMAIN REGISTRATION AND RENEWAL
Domain Renewals It is Client’s responsibility to renew any registered domain names in a timely manner to avoid expiration. Domains must be renewed annually before the expiration date.
Renewal Fees Renewal fees for domain registrations are billed annually at the then-prevailing rate and are payable within 30 days of invoicing.
Failure to Renew If Client fails to renew an expiring domain before the renewal date, Sugarbird Digital Marketing will make reasonable efforts to re-register the domain if it becomes available, subject to payment of renewal fees.
Domain Deletion
In the event Client’s domain is not renewed within 30 days after expiration, any associated website files and data may be permanently deleted by Sugarbird Digital Marketing to free up server resources.
No Refunds Fees for domain registrations and renewals are non-refundable. Client’s failure to renew does not entitle them to a refund.
EMAIL HOSTING, DELIVERY AND CONFIGURATION
Email Services As part of the website hosting services, Sugarbird Digital Marketing will provision email accounts and provide web-based email access through industry-standard email clients. However, email delivery speed, security configurations, and custom setups for desktop/mobile email clients are outside of Sugarbird Digital Marketing scope of services.
Client Responsibilities
Client is solely responsible for the following in relation to the provisioned email accounts:
a) Configuring desktop, mobile and other third-party email clients to send/receive emails properly
b) Setting up security protocols like SPF, DKIM, DMARC to improve email deliverability
c) Configuring sending limits, whitelisting IPs and managing sending reputations with email providers
d) Troubleshooting email delivery issues stemming from Client’s sending practices or content
e) Implementing any special routing rules, filtering or other custom email configurations required
Third-Party Services For advanced email capabilities like bulk email marketing, transactional emails, etc., Client may need to engage the services of specialized third-party email service providers, which is outside Sugarbird Digital Marketing responsibilities under this Agreement.
No Spam Policy Client agrees to comply with all applicable laws regarding email marketing and not to engage in any unsolicited bulk email (spam) activities which may result in Sugarbird Digital Marketing services being blacklisted or suspended by email providers.
Limitation of Liability
Sugarbird Digital Marketing shall not be liable for any lost emails, delivery failures, security incidents or damages arising from clients failure to properly configure, maintain or utilize the provided email services according to industry best practices.
CYBERSECURITY AND BREACH DISCLAIMER
Sugarbird Digital Marketing security responsibilities are limited to implementing and maintaining reasonable administrative, physical and technical safeguards for the website hosting environment controlled by Sugarbird Digital Marketing.
Client is responsible for securing their own networks, systems and websites against unauthorized access.
No Warranty Sugarbird Digital Marketing does not warrant or guarantee that the website will be immune from cyber-attacks, malware, unauthorized access, data breaches or other security incidents. Reasonable efforts will be made, but Sugarbird Digital Marketing cannot ensure perfect security.
Breach Disclaimer Sugarbird Digital Marketing specifically disclaims any and all responsibility or liability for damages, losses, legal violations or other consequences that may arise from a cybersecurity breach affecting the website or its environment, provided Sugarbird Digital Marketing has employed commercially reasonable security measures.
Limitation of Liability In no event shall Sugarbird Digital Marketing be liable for any claims, damages or losses whatsoever, whether direct, indirect, consequential or otherwise, resulting from any cybersecurity breach, incident, unauthorized access or exfiltration of Client data, including but not limited to website/service downtime, data loss, legal compliance issues or third-party claims.
No Service Credits Client acknowledges that retainer fees, hosting fees or other recurring charges shall not be discounted, refunded or credited for any period of service unavailability or degradation directly or indirectly resulting from a cybersecurity incident or breach.
Incident Response In the event of a suspected breach, Sugarbird Digital Marketing will make commercially reasonable efforts to promptly mitigate the incident and restore services but no gaurentees of restoration can be given. Client shall cooperate with Sugarbird Digital Marketing investigation and response efforts.
Acceptance of Terms and Conditions
The acceptance of these terms and conditions by the Client is not contingent upon a formal signature. By accepting a quote or invoice from Sugarbird Digital Marketing, it is understood that the Client has reviewed and agreed to the terms outlined herein.
It is imperative that the Client thoroughly reads and understands these terms and conditions. Any purchase or utilization of our services signifies that the Client has carefully read, comprehended, and accepted the terms and conditions set forth by Sugarbird Digital Marketing.
STANDARD TERMS AND CONDITIONS OF SERVICE
1 INTERPRETATION…………………………………………………………….
2 INTRODUCTION………………………………………………………………..
3 APPOINTMENT…………………………………………………………………
4 BINDING AGREEMENT……………………………………………………….
5 PROVISION OF MATERIALS, INFORMATION & CONTENT..…….…….
6 INTELLECTUAL PROPERTY RIGHTS………………………………………
7 SERVICE LEVELS & PREPARATION………………………………………
8 SPECIFIC PROVISIONS RELATING TO SERVICE DELIVERABLES….
9 CYBERSECURITY GENERAL TERMS AND CONDITIONS……………………………….
10 FEES……………………………………………………………………………..
11 EQUIPMENT…………………………………………………………………….
12 LIABILITY…………………………………………………………………………
13 NON-SOLICITATION…………………………………………………………..
14 CONFIDENTIALITY & DATA PROTECTION…………….………………….
15 TRANSFER OF RIGHTS & OBLIGATIONS…………………………………
16 DISPUTE RESOLUTION………………………………………………………
17 TERMINATION………………………………………………………………….
18 FORCE MAJEURE…………………………………………………………….
19 NOTICES………………………………………………………………………..
20 WAIVER…………………………………………………………………………
21 WARRANTIES………………………………………………………………….
22 VARIATION / AMENDMENTS…………………………………………………
23 SERVICE GUIDE…………………………………………………
- INTERPRETATION
In this Agreement, unless clearly inconsistent with or otherwise indicated by the context, the following expressions bear the meanings set out hereunder:
“Agreement” means the agreement set out in this document together with all annexures hereto;
“Client” means the person or entity to whom and/or on whose behalf Sugarbird Digital Marketing supplies the Services;
“Companies Act” means the Companies Act No. 71 of 2008 as amended from time to time;
“data message” means a data message as defined by the Electronic Communications and Transactions Act No. 25 of 2002, including but not limited to an email message;
“electronic signature” shall mean an electronic signature as defined by the Electronic Communications and Transactions Act No. 25 of 2002;
“hosting services” means the provision of access to a dedicated or shared server onto which any Service Deliverable has been installed and that is ordinarily capable of accepting requests from connected computing devices;
“Personal Data” means personal data as defined in the Protection of Personal Information Act No.4 of 2013;
“Proposal” means any written document, including but not limited to a service guide, proposal, estimate or quote expressly or implicitly accepted by the Client describing the Services or containing additional specific terms and conditions applicable to the Services;
“Services” means all services and Service Deliverables designed, developed, procured or supplied by Sugarbird Digital Marketing.
“Service Deliverable” means any product or other form of service deliverable supplied or to be supplied by Sugarbird Digital Marketing;
“Sugarbird Digital Marketing” means Sugarbird Digital Marketing Digital cc Registration No. 2020/139693/07 of 1 Old Main Road, Hermanus Cape Town;
“Third Party Services” means Services provided by persons other than Sugarbird Digital Marketing that are procured by Sugarbird Digital Marketing for the benefit of the Client; and
“Working Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
Any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa and any reference to a gender include the other gender.
The section headings inserted into this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.
This Agreement shall be governed by, construed, and interpreted in accordance with the laws of South Africa save that the contra proferentem rule whereby an ambiguity may be interpreted against the party responsible for its drafting shall be excluded from the interpretation hereof.
All proposals submitted to the Client by Sugarbird Digital Marketing and any terms and conditions contained therein shall be deemed to be supplemental to and subject to the terms and conditions of this Agreement.
In the event of any direct conflict between the terms of this Agreement and the terms of any Proposal, that conflict shall be resolved in accordance with the provisions of:
the Proposal, where the conflict relates to fees, payment terms, milestone dates, and schedules; or
this Agreement in all other cases.
2. INTRODUCTION
The Client is desirous of contracting with Sugarbird Digital Marketing for the performance of the Services and on the terms and conditions provided for in this Agreement.
Sugarbird Digital Marketing and the Client acknowledge and agree that their relationship shall at all times be governed by the principle of good faith and undertake to exercise their responsibilities towards each other with an appropriate degree of professionalism, transparency, mutual respect, and consideration.
Save as contemplated in clauses 4 and 2.5 below or as otherwise recorded in a Proposal, nothing in this Agreement shall be construed as creating any agency, partnership, or joint venture relationship between the parties and neither party shall be capable of binding the other to any obligation save as may be expressly contemplated and provided for herein.
For certain types of Third Party Services, such as the management of digital advertising campaigns, Sugarbird Digital Marketing shall be authorized to act as the Client’s agent in dealing with third parties. Where the Client provides Sugarbird Digital Marketing with access credentials to the Client’s accounts with third parties, or authorizes Sugarbird Digital Marketing to create any such accounts, including but not limited to search engine or social media advertising accounts and the like, the Client acknowledges and agrees that Sugarbird Digital Marketing shall be authorized to operate and transact on such accounts as an agent for and on behalf of the Client.
The Client acknowledges and agrees that Third Party Services may be subject to their own additional terms and conditions and that it shall be the responsibility of the Client to familiarise itself and comply with any such Third Party Service terms and conditions.
3. APPOINTMENT
The Client hereby confirms the appointment of Sugarbird Digital Marketing to supply the Services and Sugarbird Digital Marketing hereby accepts the appointment.
4. BINDING AGREEMENT
Where the terms of this Agreement are communicated in paper form only, this Agreement shall become binding from the date of signature of the last party signing a paper copy thereof.
Wherever the terms of this Agreement are communicated and offered by electronic means, including by electronic mail or hyperlink and irrespective of whether a paper copy is produced or not, this Agreement shall become binding from the earlier of the date on which the accepting party first expressly indicates its acceptance of the terms hereof in writing including, but not limited to, by means of a data message or electronic signature, or the date on which the last signing party signs any printed copy thereof.
Unless otherwise terminated pursuant to the provisions of section 17 or by written agreement between the parties, this Agreement shall continue to endure and shall apply to all Services supplied by Sugarbird Digital Marketing to the Client at any time.
Where the Client instructs Sugarbird Digital Marketing to commence with the provision of any particular Services prior to a Proposal having been formally accepted and agreed to, the Client shall be liable for all time and materials allocated by Sugarbird Digital Marketing towards the supply of any such Services.
Where these Standard Terms and Conditions of Service are submitted as part of any tender process, any Services to be supplied by Sugarbird Digital Marketing in the event that any such tender may be awarded to it shall be supplied in accordance with these Standard Terms and Conditions unless the parties expressly record otherwise.
5. PROVISION OF MATERIALS, INFORMATION & CONTENT
The Client shall provide Sugarbird Digital Marketing with the materials and information identified in any accepted Proposal and any other information which Sugarbird Digital Marketing may reasonably require or request from the Client in order to facilitate or enable the provision of the Services by Sugarbird Digital Marketing and Sugarbird Digital Marketing shall not be liable for any service delays or service interruptions occasioned by the Client’s non-compliance with the provisions of this clause.
The Client hereby indemnifies and holds Sugarbird Digital Marketing harmless against all liabilities, costs, and expenses which Sugarbird Digital Marketing may incur as a result of any claim:
for breach of any third party Intellectual Property Rights arising from the use by Sugarbird Digital Marketing of any intellectual property, including specifications, written materials, data, tables or software supplied to Sugarbird Digital Marketing by the Client or any person acting on the Client’s behalf; and arising as a result of any content posted by the Client or any third party to any social media platform, website, or by means of any mail or other form of communication service that is managed or maintained by Sugarbird Digital Marketing for the Client.
6. INTELLECTUAL PROPERTY RIGHTS
Subject to the provisions of this Agreement, all original content and intellectual property developed specifically for the Client during the provision of the Services by Sugarbird Digital Marketing shall vest entirely with the Client on receipt of payment in full for the Services. Sugarbird Digital Marketing may, however, reuse any knowledge, skills, tools, methods, and experience that its personnel gathers during the performance of the Services hereunder and such reuse shall not be deemed to be in violation of this Agreement.
Where Sugarbird Digital Marketing incorporates the intellectual property of any third party into any materials or software authored or developed for the Client, Sugarbird Digital Marketing shall ensure that it has all necessary permissions and consents required to enable it to do so. Ownership of any such third party intellectual property shall not pass to the Client and Sugarbird Digital Marketing shall ensure that the Client shall be licensed to make use of any such third party intellectual property on terms and conditions to be disclosed to the Client by Sugarbird Digital Marketing. The Client agrees to indemnify Sugarbird Digital Marketing in respect of any failure on the Client’s part to comply with the terms of this Agreement or to abide by the terms of any specific licenses granted to it in respect of any such third party intellectual property.
Save for as set out in this section, the Client acknowledges and agrees that Sugarbird Digital Marketing shall exclusively own and retain all rights in the know-how, methods, tools, and processes that it uses in the normal course of its business or that have been designed or created for the purposes of carrying out the Services and that its personnel may re-use any skills developed by them during the performance of the Services without being in breach of the terms hereof.
7. SERVICE LEVELS & PREPARATION
Sugarbird Digital Marketing undertakes to supply the Services in a professional and workmanlike manner and in accordance with any agreed service levels appropriate to the Services as contained in the Proposal or any other annexure or service level agreement that the parties may agree to in writing.
Save as may expressly be provided for to the contrary in any annexure or Proposal, Sugarbird Digital Marketing shall undertake such preparation and provide such training to its own personnel as may be necessary for the due performance of its duties in terms of this Agreement.
8. SPECIFIC PROVISIONS RELATING TO SERVICE DELIVERABLES DESIGN & DEVELOPMENT WHERE APPLICABLE
It shall be the Client’s exclusive responsibility to ensure that the design, functional and technical requirements and parameters of any Service Deliverable to be designed or developed by Sugarbird Digital Marketing, or third party deliverables including software to be supplied by Sugarbird Digital Marketing, are fully documented in any specification drawn by Sugarbird Digital Marketing or any third party and that any particular Client requirements are comprehensively recorded therein. The consequences of any failure so to do, financial or otherwise, will be for the sole account of the Client who shall be bound to accept Sugarbird Digital Marketing’s reasonable interpretation and understanding of the Client’s requirements as documented or as otherwise communicated.
Sugarbird Digital Marketing makes no warranty that operation of any Service Deliverable developed or supplied by it, shall be completely error-free, nor that any particular website or web application that it develops will be compatible with any particular web browser or other software other than the browsers and software expressly identified and contemplated in any Proposal or development specification approved of by Sugarbird Digital Marketing in writing.
Once Sugarbird Digital Marketing determines that the design or development of any Service Deliverable, which for the purposes of this clause 8 shall be deemed to include any particular milestone, component, or module of a Service Deliverable, has been completed or is ready for the Client to review, Sugarbird Digital Marketing will notify the Client in writing.
Either party may request or recommend a change to any Deliverable by preparing and submitting a written Change Request which shall set forth any requested or proposed change.
Sugarbird Digital Marketing shall act professionally in evaluating any requested changes to Service Deliverables and in accordance with its reasonable discretion. Notwithstanding the foregoing, neither Sugarbird Digital Marketing nor the Client shall be obliged to agree to any Change Request but neither party will unreasonably withhold its agreement to such request or recommendation, and on such terms and conditions as may be appropriate.
Sugarbird Digital Marketing and the Client shall communicate in writing, or shall meet, to discuss any Change Request as soon as is reasonably practicable.
Any agreement to a Change Request shall become valid as an amendment to a Proposal only when recorded in writing and signed by an authorized representative of each party.
Until such time as any Change Request is formally agreed to in writing and becomes effective, Sugarbird Digital Marketing shall, unless otherwise agreed, continue to perform and to be paid as if such change had not been agreed to.
Sugarbird Digital Marketing reserves the right to charge a reasonable fee for considering Change Requests submitted by the Client and for preparing service impact assessments, estimates or quotations related thereto which fee shall be agreed upon between the parties prior to the submission of any such assessment, estimate or quote to the Client.
Any clause in this Agreement restricting sub-contracting shall not apply to any subcontract with a body incorporated or carrying on business in the Republic of South Africa and that is wholly or partially owned by Sugarbird Digital Marketing nor to the outsourcing of any hosting services, where applicable, as defined in paragraph 1.6 hereof.
Where Sugarbird Digital Marketing develops a website or other form of software deliverable for the Client, Sugarbird Digital Marketing shall provide the Client with an opportunity to test that Service Deliverable same an operating environment that is reasonably determined by Sugarbird Digital Marketing to be appropriate for testing purposes and the following additional provisions shall apply:
The Client shall carry out and complete acceptance testing and in accordance with any testing plan stipulated by Sugarbird Digital Marketing following the receipt of a notification in terms of paragraph 11 (or notification in terms of paragraph 8.11.3 as the case may be) and, within 10 Working Days of receipt of any such notification, shall advise Sugarbird Digital Marketing of the results of acceptance testing in writing.
During acceptance testing, any observed deviation between the specified operation, appearance, or performance of the Service Deliverable and the actual operation, appearance, or performance thereof shall be categorized as follows:
Category 1: a deviation which severely corrupts the integrity of all data processed by the Service Deliverable or prevents the Service Deliverable from functioning at all or otherwise renders it completely inaccessible to users;
Category 2: a deviation which renders the Service Deliverable partially inaccessible to users or which causes some of the functionality to be inaccessible or which executes tasks in a manner that deviates from the specified manner and which produces an objectively incorrect result to any such task;
Category 3: a deviation which performs or executes tasks in a manner that deviates from the specified manner but produces a correct result to any such task and does not affect a user’s ability to access the Service Deliverable or any of its functionality; and
Category 4: any other observation which does not constitute a deviation from the required specification, relates only to the appearance, look or feel of the Service Deliverable or is trivial in nature.
Once all category 1 and 2 errors reported during the 10 (ten) day period referred to in paragraph 11 have been rectified by Sugarbird Digital Marketing or, in the case of a category 3 error, once a reasonable workaround has been made available to the Client (whose acceptance thereof shall not be unreasonably refused); Sugarbird Digital Marketing shall notify the Client that it may re-test the Service Deliverable and the provisions of paragraphs 8.11, 8.11.1 and 8.11.2 of this Agreement shall apply in respect of such re-testing save that the period referred to in paragraph 8.11.1 shall be reduced to 5 Working Days in respect of any such further testing.
The Service Deliverable will have passed acceptance testing where no verifiable category 1, 2, or 3 errors are reported by the Client during the period provided for testing (or re-testing as the case may be) in terms of this section 8.
For the avoidance of doubt it is recorded that all category 4 errors and any other errors reported to Sugarbird Digital Marketing outside the periods allotted for the completion of acceptance testing (or re-testing as the case may be), or any extension of any such periods that may be agreed by Sugarbird Digital Marketing in writing, shall be dealt with and addressed at the discretion of Sugarbird Digital Marketing and on such terms and conditions as Sugarbird Digital Marketing may determine appropriate including terms relating to the invoicing for any further services on a time and materials basis or as part of any maintenance and support services where applicable.
Sugarbird Digital Marketing hereby warrants to and in favour of the Client that for 30 days following the completion of acceptance testing of any Service Deliverable developed by Sugarbird Digital Marketing for the Client, the Service Deliverable shall operate in material conformance with the functionality described in the development specifications were properly configured, used and maintained in the contemplated operating environment save however that where any such Service Deliverable is modified or altered in any manner by any person other than Sugarbird Digital Marketing, including whether by attachment, infiltration or plug-in of any other Service Deliverable application or virus, this warranty shall immediately lapse and be of no force and effect.
Where Sugarbird Digital Marketing provides maintenance and support services to the Client, the reporting of any faults shall be in accordance with the fault categorization specified in any accepted maintenance and support Proposal, failing which in accordance with the fault categorization system provided for in paragraph 11.2 above.
Unless otherwise agreed in writing by the parties, after acceptance of any Service Deliverable developed by Sugarbird Digital Marketing for the Client and following payment of all sums due by the Client, Sugarbird Digital Marketing agrees to assign in writing any new and original copyright in the Service Deliverable to the Client with the exclusion of any retained copyright or third party copyright incorporated therein.
Unless expressly provided for to the contrary in writing, any warranty, maintenance, and support services to be provided to or for the Client by Sugarbird Digital Marketing shall exclude the repair of any fault, error, or malfunction arising from:
the Client’s breach of any of the provisions of the Agreement;
any Force Majeure event;
- misuse or incorrect handling or operation of any software or Service Deliverable by the Client, its servants, agents, and/or sub-contractors;
- electrical power failures and fluctuations in power or humidity control;
- use of any software or Service Deliverable other than in the ordinary course of the Client’s activities;
- relocation of any hardware on which the Service Deliverable has been installed without the written agreement of Sugarbird Digital Marketing;
- operator error on the part of the Client or any person permitted by it to access or use any Service Deliverable;
- the acts or omissions of any person not being a duly authorised employee, sub-contractor or agent of Sugarbird Digital Marketing or any third party not authorized by Sugarbird Digital Marketing to act in terms of this Agreement;
- faults arising in any hardware or software supplied to or obtained by the Client from any person or entity other than Sugarbird Digital Marketing;
- the actions, omissions, or service interruptions of any utility provider or third-party service provider, including a telecommunications service;
- the Client’s incorporation or attachment of any program, plug-in, or device to any software or Service Deliverable;
- changes to any Service Deliverable made by the Client or any person not authorized to do so in writing by Sugarbird Digital Marketing;
- failure to provide a suitable operating environment for any Service Deliverable or accessing or using any Service Deliverable other than on the specified or recommended operating environment for same;
- the unauthorized use of any username, profile, or password;
- faults arising in any products or materials not directly or indirectly supplied by Sugarbird Digital Marketing;
- any failure by the Client to backup data used in, produced by or otherwise associated any Service Deliverable;
- use of any Service Deliverable for any other purpose other than that for which it was designed; or
- any other exclusions expressly outlined elsewhere in this Agreement, in any Proposal, or as otherwise agreed to by the parties in writing.
- Repair of any faults arising as a result of any of the circumstances provided for in of any of the subparagraphs to paragraph 11.9 may be undertaken by Sugarbird Digital Marketing at its discretion and may be subject to additional time and material charges in accordance with Sugarbird Digital Marketing’s prevailing standard rates.
9. CYBERSECURITY GENERAL TERMS AND CONDITIONS
Information Security: Sugarbird Digital Marketing is committed to maintaining the confidentiality, integrity, and availability of all information and data assets.
Client Responsibilities: Clients are responsible for safeguarding their login credentials and implementing security measures on their end, including Two-Factor Authentication (2FA) when applicable.
Unauthorized Access: Any unauthorized access, hacking, or attempts to compromise the security of our systems or client accounts will be treated as a serious breach of terms.
Client Cooperation: Clients agree to promptly report any suspected security incidents or anomalies to Sugarbird Digital Marketing for investigation and resolution.
Cybersecurity Best Practices: Both Sugarbird Digital Marketing and clients commit to following industry-standard cybersecurity best practices to mitigate risks and protect digital assets.
Data Protection and Privacy: Sugarbird Digital Marketing adheres to data protection laws and regulations and expects clients to do the same, ensuring the secure handling of personal and sensitive information.
Third-Party Applications: Clients must seek approval before integrating third-party applications or tools into the systems managed by Sugarbird Digital Marketing to ensure compatibility and security.
Incident Response: Sugarbird Digital Marketing will promptly respond to and mitigate any cybersecurity incidents affecting its systems or client accounts.
Indemnification: Clients agree to indemnify and hold Sugarbird Digital Marketing harmless from any claims, damages, or losses arising from client non-compliance with cybersecurity best practices.
Termination and Outstanding Payments: Termination of services due to a cybersecurity incident does not release the client from the obligation to fulfill any outstanding financial commitments, including but not limited to unpaid retainer fees.
Updates and Training: Sugarbird Digital Marketing may periodically update cybersecurity measures and expects clients to participate in training or awareness programs as needed.
Legal Compliance: Both parties agree to comply with relevant laws and regulations governing cybersecurity in the jurisdictions where they operate.
Modification of Terms: Sugarbird Digital Marketing reserves the right to modify these cybersecurity terms and conditions. Clients will be notified of any changes in advance.
10. FEES
Fees shall be payable to Sugarbird Digital Marketing on the specific basis set forth in any Proposal or any annexure hereto detailing the fees to be paid, failing which in accordance with Sugarbird Digital Marketing’s prevailing standard rates for time and materials.
All invoices supplied by Sugarbird Digital Marketing shall describe the nature of Services invoiced for, the billing period where applicable, and the fee charged to the Client.
All invoices shall be payable by the Client on presentation thereof unless otherwise agreed to by the parties in writing and all payments shall be made without any deduction, set-off, or exchange.
In the event that the Client wishes to dispute all or any portion of an invoice supplied by Sugarbird Digital Marketing, then, and in that event, and subject to the provisions of paragraph 5, the Client shall promptly notify Sugarbird Digital Marketing in writing of its full reasons for doing so. Notwithstanding the provisions of section 16, upon notification of a dispute the parties shall attempt to resolve such dispute in good faith and the Client shall continue to make payment to Sugarbird Digital Marketing of all undisputed invoices or undisputed components of any invoices.
In the case of partial or total non-payment by the Client of any charges due to Sugarbird Digital Marketing under this Agreement, including in respect of any disputed invoice or disputed component thereof which is later resolved in favor of Sugarbird Digital Marketing, the Client shall be liable to make payment of interest on the amount payable at the rate of 2% per month calculated on a daily basis from the date such charges first become due and compounded monthly in arrears until receipt of full payment by Sugarbird Digital Marketing.
If and where applicable, the Client shall pay all taxes of whatsoever nature that may be levied or charged against the Services supplied in terms of this Agreement or otherwise arising out of the ordinary fulfilment of any of the terms and conditions of this Agreement as well as any materials or travel expenses reasonably incurred by Sugarbird Digital Marketing in the execution of the Services provided that such expenses shall be approved of by the Client in writing and shall exclude any travel undertaken by any member of Sugarbird Digital Marketing’s personnel between their ordinary place of residence and their ordinary place of work. Unless expressly indicated to the contrary, all fees and charges outlined in any Proposal shall be indicated exclusive of VAT.
Where the Client procures Third Party Services from Sugarbird Digital Marketing as its agent or applies for terms of credit from Sugarbird Digital Marketing, Sugarbird Digital Marketing shall be authorized at any time during the currency of this Agreement to carry out credit reference checks in respect of the Client, to obtain credit-related information and reports from any recognized credit bureau, to request or introduce a deposit amount to be paid by the Client and to revise at any time the payment terms offered to and the payment schedules to be adhered to by the Client.
Retainer fees shall be due and payable irrespective of whether the Client makes full use of Sugarbird Digital Marketing’s retained resources or services. Sugarbird Digital Marketing may, in its sole discretion, agree to apply a temporary service credit to the Client’s account for unutilized retained services that have been paid for by the Client provided that any such service credit shall not exceed 50% of the value of the unutilized services and provided further that any such service credit shall expire within the month following the month to which the credit relates and shall not be rolled over into any further month or used as a basis for calculating any further service credits.
11. EQUIPMENT
All risk in and to any goods or equipment supplied by Sugarbird Digital Marketing to the Client shall pass to the Client on delivery thereof.
The delivery and installation of any equipment may be subject to a reasonable delivery and installation fee.
Unless a separate written purchase order agreement is entered into between Sugarbird Digital Marketing and the Client providing otherwise, all goods and equipment intended to be sold to the Client shall remain the sole and exclusive property of Sugarbird Digital Marketing until paid for in full.
Where any goods or equipment loaned or leased to the Client by Sugarbird Digital Marketing is located in premises not owned by the Client, the Client shall ensure that all necessary permissions have been obtained from the owner or landlord of such premises prior to delivery or installation thereof at the premises and shall furthermore take all such steps as may be required to ensure that the goods or equipment are at all times excluded from any lien, pledge or hypothec over goods or equipment located at the premises and the Client agrees to indemnify and hold Sugarbird Digital Marketing harmless against any and all damages and expenses it may suffer as a result of the Client’s failure to comply with the provisions of this clause including, but not limited to, special, incidental and consequential damages and loss of profits.
12. LIABILITY
The Client acknowledges and agrees that it is in a position to identify and evaluate the potential impact, benefits, and risks associated with or arising out of Services including insofar as they relate to its activities and stakeholders.
Save for where the Client has expressly requested and authorized Sugarbird Digital Marketing in writing to procure and arrange, at the Client’s own approved expense, professional indemnity or project insurance to cover and insure against any claims that may be made against Sugarbird Digital Marketing by the Client in respect of the Services and save for where the Client has made payment in full of the costs of any such insurance prior to the commencement of the Services, Sugarbird Digital Marketing shall not be liable to the Client in respect of any claim for any damages or loss including special, exemplary, indirect, incidental, consequential, punitive or tort damages arising out of, or in connection with this Agreement or the Services.
Under no circumstances and in no event shall Sugarbird Digital Marketing be liable to the Client, nor any third party to whom the Client may cede any of its rights were authorized to do so in terms of this Agreement, in respect of any claim made against Sugarbird Digital Marketing or arising out of the Services or any act or omission of Sugarbird Digital Marketing other than a claim for an insured event or circumstance expressly contemplated and provided for by the insurance cover referred to in paragraph 2 above where such cover is procured at the request and expense of the Client. Sugarbird Digital Marketing’s liability to the Client or any third party in respect of any claim arising as a result of any insured event or circumstance shall not exceed the maximum aggregate amount or amount per claim that may be successfully claimed by Sugarbird Digital Marketing in terms of any such cover. On the request of the Client, Sugarbird Digital Marketing shall furnish the Client with a copy or summary of its insurance policy document and it shall at all times remain the responsibility of the Client to ensure that the terms and extent of any such cover held or procured by Sugarbird Digital Marketing is sufficient in its nature and extent and is on terms satisfactory to the Client.
Sugarbird Digital Marketing shall have no liability to the Client or any other person arising from any act or omission of a Third Party Service provider. Sugarbird Digital Marketing’s sole and exclusive responsibility in relation to Third Party Services shall be act with reasonable diligence and care in selecting Third Party Service providers and in responsibly managing the Client’s account with any such Third Party where applicable.
Save as expressly contemplated and provided for herein, under no circumstances shall Sugarbird Digital Marketing be liable to the Client for any other claims including any claims for consequential or indirect damages or loss, including loss of business or loss of profits.
13. NON-SOLICITATION
The Client shall not during the currency of this Agreement, nor within a period of twelve months following its termination, without the prior written consent of Sugarbird Digital Marketing, hire or engage, nor offer to hire or engage, directly or indirectly, whether as an employee, consultant, independent contractor or in any other capacity, any person who was at any time during the period of this Agreement an employee or contractor of Sugarbird Digital Marketing engaged directly or indirectly in the provision of the Services to the Client. Where the Client breaches this clause, or where a related person to the Client within the meaning of section 2 of the Companies Act takes any action that would constitute a breach if taken by the Client, the Client shall be liable to make payment of an amount to Sugarbird Digital Marketing that is equal to the gross remuneration that the relevant employee or contractor would have received if he or she had been employed on a full-time basis for three months by Sugarbird Digital Marketing at his or her last remuneration level.
14. CONFIDENTIALITY AND DATA PROTECTION
Each party (the “Restricted Party”) shall, and shall ensure that every other member of its personnel shall keep confidential and shall not use for its own purposes, nor disclose any information of a confidential nature about the other party or its business (including but not limited to Client information, trade secrets and information of commercial value) which becomes known to the Restricted Party unless such information is already in the public domain otherwise than by reason of a breach by the Restricted Party of its obligations under this section 13. Disclosure is, however, permitted to the extent that any such disclosure is:
required by law;
requested by the Restricted Party’s professional advisers or a regulatory body to whose jurisdiction or rules the Restricted Party is subject or in relation to a prospective investment by or in the Restricted Party;
to the Restricted Party’s employees, agents, or professional advisers where it is reasonably necessary or desirable to enable the Restricted Party to comply with this Agreement provided that before the disclosure takes place the Restricted Party makes such employees, agents, or professional advisers aware of its obligations of confidentiality under this Agreement and at all times procures compliance by such employees and agents therewith; or
made with the prior written consent of the other party.
The Parties agree not to disclose to any unauthorized person any Personal Data of a data subject that is processed by either party in terms of this Agreement and to comply in all respects with the provisions of any applicable data protection legislation to which they may be or become subject.
Each party agrees that the provisions of this section 13 shall survive the termination of this Agreement, however arising.
15. TRANSFER OF RIGHTS AND OBLIGATIONS
The Client shall not cede, assign or transfer any of its rights or obligations in terms of this Agreement nor any Proposal without the prior consent in writing of Sugarbird Digital Marketing.
16. DISPUTE RESOLUTION
Should any dispute, disagreement, or claim arise between the parties concerning this Agreement, the parties shall endeavour to resolve same by negotiation by the respective project managers, in the first instance, and thereafter by a senior executive of each party.
The parties hereby consent to the non-exclusive jurisdiction of the Cape Town Magistrates’ Court for any claim sounding in money up to the value of R1 million.
Sugarbird Digital Marketing shall be entitled to the award of legal costs in any litigation arising in terms of this Agreement or any Proposal on the scale of attorney and client.
17. TERMINATION
Unless expressly provided for to the contrary in an accepted Proposal, and in the provision of Website Security and Online Advertising (pay-per-click PPC Google Adwords) where the agreement is for three to twelve months or more, including but not limited to in relation to the minimum duration of any services contemplated by that Proposal, and save as provided for in terms of any retainer engagement, the Client shall be entitled to terminate the provision of the Services by Sugarbird Digital Marketing at any time, with one calendar month’s notice, provided that Sugarbird Digital Marketing shall be entitled to retain in its sole and absolute discretion any payments or deposits advanced by the Client at any time prior to providing notice of termination.
Either Sugarbird Digital Marketing or the Client shall have the right to terminate this Agreement by written notice if any of the following events occurs with respect to the other (the “Defaulting Party”):
the Defaulting Party is in material breach of any of its obligations hereunder and in the case of a remediable breach fails to remedy within 15 Working Days of receipt of a notice requiring that the breach be remedied;
any resolution is passed or order made for the winding-up or administration of the Defaulting Party otherwise than for the purposes of a reconstruction or amalgamation;
a receiver is appointed over any of the assets of the Defaulting Party or any arrangement or composition is made with the creditors of the Defaulting Party; or
the Defaulting Party ceases or threatens to cease to carry on business or suspends payment of all or substantially all of its debts or is unable to pay its debts as they fall due.
Termination of this Agreement pursuant to this section 16 shall be without prejudice to the rights of either party arising in respect of any breach of this Agreement at any time prior to termination.
18. FORCE MAJEURE
Sugarbird Digital Marketing shall have no liability to the Client in respect of anything which, apart from this provision, may constitute a breach of this Agreement arising by reason of Force Majeure, which for the purposes of this Agreement shall mean and include any circumstances beyond the reasonable control of Sugarbird Digital Marketing including, but not limited to, acts of God, fire, flood, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, riots, civil commotion strikes, lockouts, labor strikes, or breakdown or interruption of power, communication of transportation services.
19. NOTICES
Save for all communications and reporting otherwise specifically provided for elsewhere in this Agreement, any notice or other document to be given under this Agreement shall be given in writing and shall:
if delivered by courier service be deemed to have been duly received by the addressee on the date of delivery;
if posted by prepaid registered post be deemed to have been received by the addressee on the 8th day following the date of such posting; or
if sent by electronic mail to a correct address for the addressee, be deemed, until the contrary is proved by the addressee, to have been received within 1 hour of sending where transmitted during the hours of 08h00 – 16h00 of any business day or at noon on the following business day where transmitted outside of such business hours.
Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the parties from the other, including communication by way of electronic mail, shall constitute adequate written notice or communication to such party.
20. WAIVER
Failure or delay by either party to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver of any such right or of any other right hereunder.
21. WARRANTIES
Each of Sugarbird Digital Marketing and the Client warrants that it is legally entitled to enter into this Agreement; that the performance of its obligations under this Agreement will not in any way constitute an infringement of any other person’s rights including the intellectual property rights of any third party; that the persons signing or accepting this Agreement on behalf of it are duly authorized to do so; and furthermore that its entry into and performance of this Agreement does not and will not violate any agreement to which it is a party or is binding on it.
Each party’s undertakings set out in this Agreement shall be the full extent of its obligation to the other party concerning its performance or non-performance under this Agreement. Accordingly, except as aforesaid, all warranties, conditions, or representations, expressed, implied, statutory or otherwise and whether arising under this Agreement or under any prior agreement or in oral or written statements made by or on behalf of either party in the course of negotiations with the other party or its representatives are hereby excluded, insofar as the same are capable of exclusion by law.
Save as expressly provided for in this Agreement, no warranty, condition, undertaking, term, or otherwise is given or to be implied as to the suitability of any services supplied or software developed or supplied by Sugarbird Digital Marketing for the Client for any particular purpose including compliance with any legal obligation to which the Client may be subject, or for use under any specific conditions, notwithstanding that any such purpose or conditions may be known or made known to Sugarbird Digital Marketing and all such warranties, conditions, undertakings, and terms are hereby expressly excluded.
23 VARIATION/AMENDMENTS
Save as expressly provided by this Agreement no amendments or variations of this Agreement shall be effective unless agreed to in writing by the duly authorised representatives of Sugarbird Digital Marketing and the Client.
The acceptance of these hosting terms and conditions by the Client is not contingent upon a formal signature. By accepting a quote or invoice from Sugarbird Digital Marketing, it is understood that the Client has reviewed and agreed to the terms outlined herein.
It is imperative that the Client thoroughly reads and understands these terms and conditions. Any purchase or utilization of our services signifies that the Client has carefully read, comprehended, and accepted the terms and conditions set forth by Sugarbird Digital Marketing
Hosting
Definitions
Unless we agree with you otherwise, the following definitions will apply as part of our hosting agreement with you.
“Hosting Definition” Hosting refers to the service of providing server space, infrastructure, and resources to make a website or application accessible on the internet. When a website is created, its files, databases, and other elements need to be stored on a server. Hosting companies own and operate these servers, allowing individuals and businesses to rent space on them to make their websites accessible to the public.
“Email Hosting” Email hosting is a service that allows individuals or businesses to create and manage custom email addresses using their own domain name. It provides the infrastructure and tools necessary for sending, receiving, and storing emails.
“Mail Server” A mail server is a computer or software application that handles the sending, receiving, and storing of emails. It uses standard email protocols such as SMTP (Simple Mail Transfer Protocol) for sending emails and IMAP (Internet Message Access Protocol) or POP3 (Post Office Protocol 3) for receiving and storing emails.
“SMTP (Simple Mail Transfer Protocol)” SMTP is the standard protocol used for sending emails. It works by delivering emails from the sender’s mail server to the recipient’s mail server, allowing for the transfer of messages across the internet.
“IMAP (Internet Message Access Protocol)” IMAP is an email protocol that enables users to access and manage their emails directly on the server. This allows for synchronization between multiple devices, ensuring that changes made on one device are reflected on others.
“POP3 (Post Office Protocol 3)” POP3 is another email protocol used for retrieving emails from a mail server. Unlike IMAP, POP3 typically downloads emails to the user’s device, and messages are usually not synchronized across multiple devices.
“Webmail” Webmail refers to an email service that is accessible through a web browser. Users can access their emails from any device with internet access without the need for a dedicated email client.
“Email Client” An email client is a software application installed on a user’s device for managing and accessing email. Examples include Microsoft Outlook, Mozilla Thunderbird, and Apple Mail.
- The management of the email client, which is the software application used to access and interact with emails, is generally the responsibility of the end-user or the organization using the email service.
- Configuring and customizing settings within the email client, such as setting up email accounts, adjusting preferences, and organizing folders, are tasks typically performed by the user or their IT personnel.
- User Responsibilities: End-users are responsible for installing and configuring their chosen email client on their own devices. They also manage their email settings, organize their mailbox, and handle tasks such as creating rules and filters.
- Security measures related to the email client, such as setting up encryption or configuring authentication protocols, are generally managed by the user or IT personnel.
“Email Forwarding” Email forwarding is a feature that allows users to automatically redirect emails from one email address to another. This is often used to consolidate multiple email accounts or to forward emails to a different address.
“SPF (Sender Policy Framework)” SPF is an email authentication method designed to prevent email spoofing. It allows domain owners to specify which mail servers are authorized to send emails on behalf of their domain.
“DKIM (DomainKeys Identified Mail)” DKIM is an email authentication method that adds a digital signature to outgoing emails. This signature helps verify the authenticity of the sender and ensures that the email content has not been tampered with during transit.
“Email Encryption” Email encryption involves encoding email content to protect it from unauthorized access. This ensures that even if intercepted, the content remains confidential and secure.
“Email Password Changes” Sugarbird Digital Marketing, as the hosting provider, shall provide clients with the necessary tools and access through the cPanel interface to change their email account passwords. However, the actual responsibility for the regular updating and security maintenance of passwords lies exclusively with the clients.
Clients acknowledge and agree that the task of regularly updating and securing their email account passwords is the sole responsibility of their internal IT professionals or designated personnel. Sugarbird Digital Marketing shall not be held accountable for any issues arising from the clients’ password management practices.
“Business Day” means any weekday other than a bank or public holiday in South Africa
“Business Hours” means the hours of 09:00 to 16:00 on a Business Day in South Africa
“Your Personal Data” means any Personal Data that is processed by the us on behalf of you
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, failure of our hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars)
“Stored Data” means all data, works and materials: uploaded to or stored on our hosting platform by you, or by any third party using any software made available by means of the hosting Platform; transmitted by the Hosting Platform at the instigation of you, or at the instigation of any third party using any software made available by means of the Hosting Platform; or supplied by you for uploading to, transmission by or storage on the Hosting Platform;
“Hosting Account, Account or Hosting” means an online account enabling a person to configure and manage the Hosting Services;
“Hosting Platform” means the platform managed by us (and our hosting platform provider) and used by us to provide the Hosting Services, including the application, database, system and server software used to provide the Hosting Services, and the computer hardware on which that application, database, system and server software is installed;
“Hosting Service” means our web Hosting services which will be made available by us to you as a service via the internet in accordance with these terms and conditions;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Term” means the term of this Agreement, commencing when you purchase a hosting service and terminating when your service ends.
Hosting Service
Once you purchase a hosting service with us, we will create a Hosting Account for you and will provide you with cPanel login details. For those clients who have requested us to create and manage the account, we may not provide login details, but these can be made available on request. If we manage your account, this does not remove your responsibility to regularly backup your site and keep the backup in a separate location.
When we create a hosting account for you, we grant to you a right to use our hosting services for the purposes of hosting your website for as long as you have a paid account with us. Your hosting account may only be used by you, your officers, employees, agents and subcontractors.
The licence granted by us to you is subject to the following:
You must not sub-license your right to access and use your hosting account. Our agreement is with you and you are responsible for your hosting account.
It is your responsibility to ensure that any other persons accessing or using your hosting account are accessing it on behalf of you (or your organisation) and for the purposes of supporting you or your organisation.
You must use all reasonable endeavours to ensure that no unauthorised person gains access to your hosting or any element of your services that is accessible using the account. This includes using strong passwords and ensuring that you change your password regularly.
Your understand that your account access is not administrative access to the hosting platform, only to your site running on the platform.
Your account is governed by our availability clause (see below).
You agree to comply with our Acceptable Use Policy and to ensure that all persons using the account with your authority comply with it as well.
You agree not to attempt to or access the software code (including object code, intermediate code and source code) of the Hosting Platform, either during or after the Term.
You agree to pay us on time and that if you fail to do so, we may suspend your account if any amount owed to us is overdue, and we have given you at least 7 days’ written notice of our intention to suspend your account because of this.
Availability
We strive for a network uptime 99.5% on an annual base. You may check the status of your hosting server uptime from your cPanel Area. You may contact us if you believe that we have not provided you with this uptime. Where we confirm that we have not delivered the uptime of the server as agreed, we will compensate you for the downtime over and above our uptime guarantee. The compensation we will provide is limited to the length of your current term but cannot exceed twelve months and will be worked out the amount of downtime you experienced over and above our uptime guarantee as a percentage of your hosting fee.
The following events do not count towards our calculation of uptime:
- Scheduled maintenance.
- Emergency maintenance, hardware and software failure remedied under 1 hour.
- Downtime caused by DNS and/or IP address changes for which you have been notified, but you failed to set your configuration.
- Distributed denial of service (DDOS) attacks, hacker attacks, and other similar events;
- Downtime caused by you, your own configuration, or third-party applications you use;
- Downtime caused when you reach the maximum resources allocation for your plan;
- Downtime caused by your violation of these terms and conditions or any other policy announced on our website;
- Downtime during upgrade/downgrade of your account.
- Downtime during processing of your technical support request(s); or
- Force majeure or any event beyond our control.
Your Stored Data
In order to properly manage your data (your website, email if required and other related data), your hereby grant to us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate your stored data to the extent reasonably required for the performance of our obligations and the exercise of our rights under this Agreement.
You further grant us a non-exclusive licence to sub-license these rights to our own infrastructure, connectivity and telecommunications service providers to the extent reasonably required for the performance of the our obligations and the exercise of the our rights under this agreement.
Sugarbird Digital Marketing’s hosting management package explicitly excludes the management of SSL certificates. The client acknowledges and understands that the responsibility for procuring, renewing, and managing SSL certificates for secure and encrypted communication between the server and users’ browsers rests entirely with the client.
Copyright and Intellectual Property
We claim no copyright or intellectual property over your data in any way. It is entirely yours. We respect your privacy. However, we also respect the rights of others including their copyright and other intellectual property rights. Therefore, as part of your agreement with us, you warrant to us that your stored data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in South Africa
If we reasonably suspect any element of the your data breaches the intellectual property rights of another, or breaches any provision of our Acceptable Use Policy, we may edit or delete the relevant Stored Data to the extent reasonably necessary to ensure that it no longer breaches that provision.
Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from us to you or from you to us.
Backups
Backups are very important. We strongly recommend that you keep a current backup of your website and any other data stored on your account. As part of your agreement, you acknowledge and agree that it is your responsibility to regularly backup all your data in order to prevent potential data loss. Our responsibility is to use good faith efforts to back up your data stored on your account but we cannot be held responsible if the event of data loss.
Importantly:
You agree that you will keep independent backup copies of your data in addition to those we maintain and agree to be responsible to make backup copies of all your content uploaded, stored, published and displayed on or through our Service(s) in a location independent of ours, and will not use our Backup Services as your sole backup.
You can make backup copies of your data through our cPanel (control panel) backup tools that allow you to make data backups, download data, download backups, etc
We will not backup files holding temporary or transient data which cannot be restored in a useful state.
Email Blocking and IP Unblocking Clause
Email Blocking In the event that a client’s email is blocked on the hosting platform due to the hosting provider’s firewalls, Sugarbird Digital Marketing shall make reasonable efforts to identify and resolve the issue promptly.
IP Address Unblocking The hosting provider will facilitate the unblocking of the client’s email by unblocking the associated IP address. The client is responsible for providing the specific IP address that needs to be unblocked.
IP Address Blocking Causes: Sugarbird Digital Marketing shall not be held responsible for resolving issues related to email addresses or other factors that may lead to the blocking of the client’s IP address on the hosting platform. Clients acknowledge that the resolution of issues causing IP address blocking, including problems associated with email addresses or other IP-related factors, is the sole responsibility of the client.
Providing IP Address: The client agrees to determine their current IP address by utilizing external services, such as Googling “What is my IP address” or similar methods. This IP address should be promptly communicated to Sugarbird Digital Marketing for the unblocking process.
ISP and Email Client Management Sugarbird Digital Marketing’s responsibility is limited to unblocking the IP address on the hosting platform. It is not the hosting provider’s responsibility to manage issues related to the client’s Internet Service Provider (ISP) or problems with their individual email client.
Client Responsibilities Clients are responsible for managing and resolving any issues related to their ISP and email client configuration. Sugarbird Digital Marketing will not be held accountable for disruptions caused by problems external to the hosting platform.
Communication on Blocking Issues: Clients agree to promptly notify Sugarbird Digital Marketing when they suspect their email is being blocked. Sugarbird Digital Marketing will then work to identify and resolve the blocking issue on the hosting platform.
Limitation of Liability: Sugarbird Digital Marketing’s liability for email blocking issues is limited to the extent outlined in the hosting agreement. Clients acknowledge that the hosting provider’s responsibility is specific to unblocking the IP address on the hosting platform.
Technical Support Scope: Sugarbird Digital Marketing’s technical support services are limited to unblocking the client’s IP address on the hosting platform once the client provides the necessary information. It does not extend to troubleshooting or resolving issues external to the hosting environment.
ISP and Email Client Issues: Sugarbird Digital Marketing is not responsible for managing issues related to the client’s Internet Service Provider (ISP), problems with individual email client configurations, or any issues arising from the client’s email address management practices.
Limitation of Liability:
Sugarbird Digital Marketing’s liability for IP blocking issues is explicitly limited to the extent outlined in the hosting agreement. Clients recognize and accept that the hosting provider’s responsibility is specific to addressing IP blocking on the hosting platform.
Liability Exclusion
It is important that you understand that we limit our liability to you in relation to your hosting account. When you sign up to use our services, the following liability exclusions will apply.
To the maximum extent permitted by applicable law, and without affecting your rights as a Consumer, you agree that you will not under any circumstances, including negligence, hold Sugarbird Digital Marketing Pty Ltd, its officers, directors, employees, licensors, agents, subcontractors and/or third-party service providers liable for any direct or indirect damages of any nature and type suffered by you including, but not limited to:
damages for loss of profits, cost savings, revenue, business, data or use, or any other pecuniary loss that may result from: delays, malfunctions, suspension and any other interruption in the provision of our Hosting Service(s) due to events beyond our reasonable control (for example: force majeure, third party conduct/acts, including Sugarbird Digital Marketing Pty Ltd licensors and suppliers, faults and malfunctions of the machines, software and other equipment, whether owned by us or our licensors/suppliers; acts and/or omissions made by Customers and in contrast with the obligations undertaken under these terms and conditions);
data loss due to hardware or software failure;
any information, data, content in or accessed through the hosting services.
any action, information or instruction provided as part of our technical support Services;
your use of the Hosting Service(s).
You agree that the foregoing limitations apply whether based on warranty, contract or tort or any other legal theory and apply even if we have been advised of the possibility of such damages. In no event, we will be liable to you in the aggregate with respect to any and all breaches, defaults, or claims of liability under these terms and conditions or under any other agreement or document for an amount greater than the fees actually paid by you to us for the respective Hosting Service(s) during the twelve-month period preceding a claim giving rise to such liability. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. You agree that in those jurisdictions, our liability will be limited to the extent permitted by law and your rights as a Consumer will not be affected.
Indemnity
You acknowledge and agree to indemnify, defend and hold harmless Sugarbird Digital Marketing Pty Ltd and fully compensate us, our affiliates, subsidiaries, parent and related companies, licensors and any third-party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorneys’ fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to:
Your use of the Hosting Services;
any violation by you of these terms and conditions, our policies or documents which are incorporated herein, or any law;
any breach of any of your representations, warranties or covenants contained in these terms and conditions;
any acts or omissions by you.
The terms of this section shall survive any termination of these terms and conditions. For the purpose of this clause only, the term “you” includes you, end users, visitors to your website, and users of your products or services. This clause shall survive the termination of the agreement.
Acceptance of Terms and Conditions
The acceptance of these terms and conditions by the Client is not contingent upon a formal signature. By accepting a quote or invoice from Sugarbird Digital Marketing, it is understood that the Client has reviewed and agreed to the terms outlined herein.
It is imperative that the Client thoroughly reads and understands these terms and conditions. Any purchase or utilization of our services signifies that the Client has carefully read, comprehended, and accepted the terms and conditions set forth by Sugarbird Digital Marketing.
SOCIAL NETWORKING AND DIGITAL MEDIA MANAGEMENT SERVICES
APPOINTMENT
The Client hereby appoints Sugarbird Digital Marketing to conduct social networking and digital media management services (“Social Media Services”) and Sugarbird Digital Marketing hereby agrees to accept such appointment on terms and conditions as contained in the main agreement read in conjunction with this Annexure.
DURATION
The agreement between the Parties in respect of the Social Media Services shall commence on the Signature Date hereof.
Sugarbird Digital Marketing shall render the Social Media Services to the Client for an initial period of 6 (Six) months calculated as from the Signature Date (hereinafter referred to as the “Initial Period”), unless agreed and stated otherwise herein.
The Initial Period of this Agreement shall be extended automatically for a further period of 6 (Six) months, unless the Client notifies Sugarbird Digital Marketing in writing at least 1 (One) month prior to the expiry of the Initial Period that the Client shall no longer be making use of Sugarbird Digital Marketing Service/s beyond the expiry of the Initial Period.
CLIENT’S OBLIGATIONS
The Client must provide Sugarbird Digital Marketing with:
Full details of all of the Client’s social media platforms that it is presently utilising or which it may have utilised in the past. In this regard, the Client must provide Sugarbird Digital Marketing with the Client’s login details and access passwords as well as any URLs required in order to gain access to such platforms and the Client shall also be obliged to make Sugarbird Digital Marketing a manager of any of such platforms, should this be necessary in order for Sugarbird Digital Marketing to be able to render the required services herein;
The Client’s Corporate Identity as well as any identities applicable to any of its brands together with any specific documents that will assist Sugarbird Digital Marketing in gaining an insight into and an understanding of the Client’s various corporate identities, which shall include but not be limited to: a colour breakdown for each identity, font particulars and any or all of the Client’s slogans or logos in high resolution for each identity;
Information or details with regards to what the Client stands for, the nature and extent of the services or products that the Client provides, what is the Client’s brand essence and what is the Client’s target market. Such information or details can be submitted to Sugarbird Digital Marketing either in a document or via simplistic mail and same shall then assist Sugarbird Digital Marketing in its’ strategy development and content curation for the social media services that Sugarbird Digital Marketing will be recommending that the Client implements in terms hereof;
Stock photographs/images of the brands owned by the Client or over which the Client has acquired the right to use. Such photographs/images shall be utilised by Sugarbird Digital Marketing to populate the various social media platforms;
With full information of any events that have already been organised or which are planned for the future related to the Client in any manner whatsoever so that such information can be integrated into the social media platforms as and when required.
Once Sugarbird Digital Marketing has finalised and presented its social media strategies, content, adverts and competitions to the Client, then the Client shall be obliged to approve and sign off on same prior to Sugarbird Digital Marketing implementing same.
The Client shall be obliged to pay a fee as per proposal per month to Sugarbird Digital Marketing for the social media services rendered by Sugarbird Digital Marketing. Such fee shall be due and payable by the Client to Sugarbird Digital Marketing monthly in advance on or before the last day of each month for the duration over which such services are being rendered in terms of this Annexure and the provisions of the main agreement.
The Client shall furthermore be obliged to pay any additional costs, fees or charges that may be imposed by any social media platform or any other internet service provider pertaining to the Services being rendered by Sugarbird Digital Marketing on behalf of the Client, which costs, fees and/or charges shall be due and payable by the Client to Sugarbird Digital Marketing on demand.
SUGARBIRD DIGITAL MARKETING OBLIGATION
When rendering the social media services to the Client in terms hereof, Sugarbird Digital Marketing shall attend to:
Social Media strategy development: This is the process of developing strategies for the various social media platforms that fit in with the Client, its corporate identity and/or its various brands;
Social Media content curation: This is the process of developing content for the various social media platforms that flows from the social media strategies that have been developed herein;
Social Media content implementation: This is the process of rolling out the approved and signed off content on the various social media platforms;
Social Media Management: This is the monitoring of the various social media platforms for responses and questions that may appear;
Social Media Reporting: Sugarbird Digital Marketing shall prepare a month report, in writing, detailing the results of all work we have undertaken during the month. Standard reporting is charged for. Should you wish to not pay for reporting, we can remove this option from your quote. Detailed reporting that is over and above our standard reporting will be quoted for as needed.
Competition Development: Sugarbird Digital Marketing will design and develop competitions throughout the year for specific campaigns pertaining to the Client and its’ services or products;
Competition Reporting: Sugarbird Digital Marketing will provide the Client with an in-depth report of the outcome of a competition, once it has been completed;
Crisis Management: When there are issues on the platforms that need to be attended to, Sugarbird Digital Marketing will contact the required individual and notify them of the problem;
Social Management: Sugarbird Digital Marketing shall respond to or engage with fans/followers as and when required.
CLIENT ONBOARDING PROCESS
Gmail Account Setup and Two-Factor Authentication (2FA):
- A new Gmail account will be created exclusively for social media management purposes.
- Sugarbird Digital Marketing will be added as a contact for the purpose of receiving Two-Factor Authentication (2FA) codes.
- The Gmail login details will be securely shared with Sugarbird Digital Marketing for account management.
Social Media Platform Login Process:
- Chrome will be the designated browser for logging into all social media platforms.
- Login credentials for each platform will be securely saved in the bookmark bar for efficient access and management.
Meta Business Suite Setup for Facebook:
- Facebook will be accessed through the Meta Business Suite.
- The Meta Business Suite will include the client’s Facebook page and ad account, which should be pre-added.
- The client’s personal Facebook account will be utilized for verification purposes during the Meta Business Suite setup.
Chrome Window and Password Management:
- All logins will be executed within the Chrome browser associated with the designated Gmail account.
- Passwords for social media platforms will be securely saved to facilitate efficient and secure access.
Social Media Content Scheduling: Scheduled posts agreed upon in the retainer will be managed using either Facebook Scheduler or Buffer.
Sugarbird Digital Marketing will coordinate with the client to ensure a smooth scheduling process and timely posting of content
Client Assistance and Training:
- In the event that the client encounters challenges with the onboarding process, Sugarbird Digital Marketing will offer support.
- Support will include arranging a Zoom meeting or utilizing Any Desk for a step-by-step walkthrough to guide the client through the onboarding steps.
Client Confirmation:
- By engaging in the onboarding process, the client confirms their understanding and agreement with the outlined steps for efficient and secure social media management.
This onboarding process is designed to streamline the setup of social media accounts, enhance security through designated Gmail accounts and Chrome management, and provide personalized support if needed. Clients are encouraged to reach out to Sugarbird Digital Marketing for any clarification or assistance during the onboarding process.
RECORDAL OF POSSIBLE DIFFICULTIES THAT MAY IMPACT ON SERVICE
The Parties hereby record that Sugarbird Digital Marketing has made the Client aware that the following issues may negatively impact on the Services being rendered by Sugarbird Digital Marketing and the fees applicable thereto that are payable by the Client, being inter alia:
Abusive users: At times there may be an abusive user who does not agree with the brand or what is being stated. These users will either be removed or dealt with;
Internet failure: If there is major internet downtime throughout South Africa or in any other manner whatsoever for whatever reasons, then Sugarbird Digital Marketing may not or will not have access to the social media platforms and/or profiles.
Call to action: If during any campaign there is an error with a domain or URL supplied by the Client and Sugarbird Digital Marketing is not informed thereof, then users will be directed to a faulty URL;
Advert Price increases: When there is higher demand for particular demographics the price of the CPC may increase, lowering the overall results for that budget.
Social Media: Sugarbird Digital Marketing cannot be held liable for the thoughts and communications expressed by Clients. We will provide you with a social media content plan for approval before uploading. If we don’t get approval timeously, then the blog or content will be delayed, as the team are scheduled 2-3 days in advance.
Graphic design: Sugarbird Digital Marketing will design up to three new concepts, if the original concept is not accepted. Should all three designs not be acceptable, the client and Sugarbird Digital Marketing agree to obtain outside mediation to determine whether Sugarbird Digital Marketing has missed the brief or whether the Client is being unreasonable. The mediator will be agreed to by both parties. This cost will be split by both parties.
Cyber Security on all Social Media Platforms:
Incident Response and Client Accountability Clause: In the event of a cybersecurity incident, such as a phishing attempt, Sugarbird Digital Marketing seeks to outline clear guidelines to protect both parties and maintain a secure online environment.
Phishing and Cybersecurity Incident Response: Should the client receive any unexpected communication or links seemingly from social media platforms or support services, it is imperative that they abstain from clicking on any links, sharing sensitive information, or requesting Sugarbird Digital Marketing to investigate or click the link on their behalf without prior verification.
Client Accountability: The client acknowledges and agrees that Sugarbird Digital Marketing is not liable for any consequences arising from the client’s actions, including but not limited to clicking on phishing links, providing sensitive information to unauthorized entities, or any engagement with malicious online activities.
Financial Liability Protection: Sugarbird Digital Marketing shall not be held financially liable for any losses incurred by clients due to unauthorized access, hacking, or phishing attacks on their social media accounts, including but not limited to Facebook ad accounts.
The client is encouraged to educate themselves, their team members and managers on identifying and avoiding phishing attempts, emphasizing the importance of verifying the authenticity of any communication related to social media accounts.
Client Responsibility: Clients are responsible for ensuring the security of their login credentials, including but not limited to passwords and two-factor authentication codes.
Sugarbird Digital Marketing is not liable for any financial consequences resulting from the client’s failure to secure their account information.
Termination and Outstanding Payments: Termination of the agreement or retainer due to a cybersecurity incident does not release the client from the obligation to fulfil any outstanding financial commitments, including but not limited to unpaid retainer fees.
Financial Reimbursement Limitations: Sugarbird Digital Marketing’s financial responsibility is limited to the extent outlined in the initial agreement or retainer, and the client acknowledges and accepts this limitation.
Cybersecurity Best Practices: Both parties agree to adhere to industry-standard cybersecurity best practices to mitigate the risk of falling victim to phishing, cyberattacks, or other malicious activities.
Indemnification: Clients agree to indemnify and hold Sugarbird Digital Marketing harmless from any financial claims, damages, or losses resulting from unauthorized access, hacking, or phishing attacks on their social media accounts.
By engaging with Sugarbird Digital Marketing’s social media services, clients agree to the terms outlined in this Social Media Terms Agreement, acknowledging their responsibility for the security and compliance of their social media accounts.
Acceptance of Terms and Conditions
The acceptance of these terms and conditions by the Client is not contingent upon a formal signature. By accepting a quote or invoice from Sugarbird Digital Marketing, it is understood that the Client has reviewed and agreed to the terms outlined herein.
It is imperative that the Client thoroughly reads and understands these terms and conditions. Any purchase or utilization of our services signifies that the Client has carefully read, comprehended, and accepted the terms and conditions set forth by Sugarbird Digital Marketing.
Scope of Services:
a. Sugarbird will perform search engine optimization services to improve the visibility and organic search rankings of the Client’s website or webpages.
b. The specific deliverables and strategies will be outlined in a separate SEO proposal or statement of work agreed upon by both parties.
Duration:
a. The Contract shall commence on the agreed upon date and continue until completion of the agreed-upon SEO services, unless terminated earlier as per the termination clause outlined below.
Responsibilities:
a. Client Responsibilities:
i. Provide Sugarbird with access to the necessary website and content management systems.
ii. Collaborate with Sugarbird in providing relevant information, keywords, and content for optimization purposes.
iii. Comply with any recommendations or guidelines provided by Sugarbird to enhance the effectiveness of the SEO campaign.
b. Sugarbird Responsibilities:
i. Conduct keyword research and analysis to identify target keywords and optimize website content accordingly.
ii. Optimize on-page elements such as meta tags, headings, URLs, and internal linking structure.
iii. Develop and implement off-page strategies, including link building, social media promotion, and content outreach.
iv. Monitor and analyze website performance using SEO tools and provide regular reports and updates to the Client.
Fees and Payment:
a. The Client shall pay Sugarbird the agreed-upon fees for the SEO services as outlined in the separate proposal or statement of work.
b. Payment terms, including the frequency and method of payment, will be specified in the separate proposal or statement of work.
Intellectual Property:
a. All intellectual property rights, including copyright and ownership, related to the SEO strategies, content, and deliverables created by Sugarbird shall remain the property of Sugarbird.
Confidentiality:
a. Both parties shall treat any confidential information shared during the course of this Contract as strictly confidential and shall not disclose it to any third party without prior written consent.
Termination:
a. Either party may terminate this Contract with written notice if the other party breaches any material provision of the Contract and fails to remedy the breach within a reasonable time.
b. Upon termination, the Client shall pay Sugarbird for the services rendered up to the termination date.
Limitation of Liability:
a. Sugarbird’s liability for any claims, damages, or losses arising from the SEO services shall be limited to the total fees paid by the Client to Sugarbird under this Contract.
b. Sugarbird shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Contract.
Governing Law and Jurisdiction:
a. This Contract shall be governed by and construed in accordance with the laws of [jurisdiction]. Any disputes arising under or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of South Africa.
Acceptance of Terms and Conditions
The acceptance of these terms and conditions by the Client is not contingent upon a formal signature. By accepting a quote or invoice from Sugarbird Digital Marketing, it is understood that the Client has reviewed and agreed to the terms outlined herein.
It is imperative that the Client thoroughly reads and understands these terms and conditions. Any purchase or utilization of our services signifies that the Client has carefully read, comprehended, and accepted the terms and conditions set forth by Sugarbird Digital Marketing.
Google Ads, also known as “Google Advertisements,” is an advertising system developed by Google. It assists businesses in reaching their online target markets by utilizing the Google search engine platform and partner sites. These partner sites display text or image ads that appear on the page after a user performs a search using keywords and phrases related to a business’s products or services.
Sugarbird Digital Marketing agency offers a service to the client, managing their Google Ads campaigns to target the specific market as specified by the client. It’s important to note that Sugarbird Digital Marketing has no affiliation or association with Google itself.
The term “Client” refers to the individual or company mentioned as the client in this Agreement, and where applicable, it includes the website or business over which the client has authority.
The term “Account” refers to any Google account created by Sugarbird Digital Marketing during the provision of services to the client, as well as the data associated with such Google accounts.
Payment Terms
- The Initial Set Up Fee is payable in full before the setup of your Google Ads accounts will begin.
- The Management Fee for your Google Ads account will be charged in advance on monthly basis.
- After the setup of the “Google Ads” account, Sugarbird Digital Marketing will provide the client with login details to access the account. The client will be responsible for initiating the billing information and adding a valid Mastercard or Visa Card to the account. This will allow “Google” to automatically debit the client’s credit card for the purpose of collecting the “Google Ads” budget fee. During this process, the client will input the desired budgets and dates for funds to be collected from Google.
Google Ads (Google Advertisements):
Sugarbird Digital Marketing will make every effort to adhere to the budgets mutually agreed upon by the client. However, it is important to note that “Google’s” compliance with the specified budgets cannot be guaranteed, as Sugarbird Digital Marketing is not affiliated with Google. The client is strongly advised to familiarize themselves with Google’s billing policies.
The client holds the responsibility for obtaining and printing their tax invoices and statements from Google Ads billing. Sugarbird Digital Marketing is not accountable for the billing section of the account, as the documents and credit card information stored therein are of a sensitive nature. The client is solely responsible for independently submitting their tax invoices and statements to SARS for tax rebate purposes. Sugarbird Digital Marketing does not possess the authority to carry out this task on behalf of the client. This adherence to the POPI Act Compliance of South Africa that ensures data protection.
Sugarbird Digital Marketing reserves the right to stop managing your Google Ads account and terminate this Agreement at any time by written (or email) notice to you. If this occurs Sugarbird Digital Marketing management fee will become payable, and no further payments will be charged after.
If you wish to suspend or cancel your Sugarbird Digital Marketing, management of your Google Ads accounts at any time 30 days written notice by email will be required.
Upon cancelling Sugarbird Digital Marketing management, all amounts owing to Sugarbird Digital Marketing will need to be paid in full; any outstanding amounts will be due within 7 business days of cancellation.
Sugarbird Digital Marketing reserves the right to engage a debt collector at your expense if there are any unpaid invoices overdue by 30 days.
General Google Ads Terms & Conditions
Whilst Sugarbird Digital Marketing are managing your Google Ads account the following terms and conditions apply:-
By entering this Agreement with Sugarbird Digital Marketing you give us permission to access your Google Ads account for the purposes of optimisation and management of your online business.
Sugarbird Digital Marketing will endeavor to set up your Google Ads accounts as soon as possible, however in some cases it may take up to 5-7 days to complete set up of your new account.
Sugarbird Digital Marketing management fees (retainer) is a separate service from the “per click” fees that Google Ads will charge you. Cancellation of your management does not automatically stop your Google Ads advertising from running and incurring Google Ads “per click” fees. Sugarbird Digital Marketing will not be liable for any amounts that Google Ads charges you following the cancellation of your management with Your Sugarbird Digital Marketing. If you wish to cease advertising online at the same time that you cancel Sugarbird Digital Marketing management, please notify your Client Manager in writing so that we can cancel your Google Ads online advertising as well. Alternatively, you may choose to directly access your own Google Ads account to arrange cancellation.
For clarity, please note that:-
Affiliation Disclosure: Sugarbird Digital Marketing hereby declares that it is not affiliated with Google, Google Ads, Facebook, or any other online company.
Google Ads Certification: While Sugarbird Digital Marketing holds the “Google Ads Certified” status and maintains an affiliation with Google, it is acknowledged that Sugarbird is an independent entity separate from Google.
Scope of Services: Sugarbird Digital Marketing will provide marketing services to the Client as outlined in the mutually agreed proposal. The services may include, but are not limited to, Google Ads management, SEO strategies, content management, and website development.
Term and Termination: This Agreement shall commence on the effective date and will continue until terminated by either party. Either party may terminate this Agreement by providing a written notice of termination to the other party.
Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of this Agreement.
Limitation of Liability: Sugarbird Digital Marketing’s liability under this Agreement is limited to the fees paid by the Client for the services provided. Sugarbird shall not be liable for any indirect, consequential, or incidental damages arising from the performance or non-performance of its obligations under this Agreement.
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of South Africa. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa.
Entire Agreement: This Agreement constitutes the entire understanding between Sugarbird Digital Marketing and the Client and supersedes any prior agreements or understandings, whether written or oral, relating to the subject matter herein.
Sugarbird Digital Marketing will endeavor to help you obtain your online advertising goals by providing you with advice, reports and technical services in relation to Search Engine advertising/marketing. Unless specifically stated to the contrary in this Agreement, Sugarbird Digital Marketing does not guarantee any;
(a) particular rate of return or performance of any online advertising on Google Ads (including but not limited to any particular search results page/s or rankings).
(b) We cannot be held responsible for commercial outcomes which are associated with the Internet marketing or management of your Google Ads account for your business and/or websites.
Sugarbird Digital Marketing is providing an internet marketing service (Google Ads Administration) as a administrative retainer. Sugarbird Digital Marketing is not insuring or underwriting your chosen business model. You acknowledge that internet services are inherently subject to technical failures and disruptions from time to time. To the maximum extent permitted by law:-
(a) Sugarbird Digital Marketing will not be liable in any way for fines, penalties, taxes exemplary/aggravated/punitive damages, liquidated damages, indirect/consequential losses (including loss of contract, loss of production, loss of revenue, loss of profit, lost opportunity costs, and/or other loss not arising naturally and directly according to the usual course of things) or legal costs and expenses (except reasonable legal costs awarded by a court) arising from the subject matter of this Agreement; and
(b) The maximum liability of Your Sugarbird Digital Marketing to you is the lesser of:-
(i) the sum of Setup Fees and Management Fees you have paid to Sugarbird Digital Marketing, or
(ii) the cost of re-supplying the online advertising services ; or
(iii) the cost of rectifying the online advertising problem which has caused your loss.
These Terms and Conditions are governed by the law in force in South Africa, and the parties irrevocably submit to the nonexclusive jurisdiction of the courts of South Africa and courts of appeal from them for determining any dispute concerning the Terms and Conditions.
These Terms and Conditions can be modified at any time by Sugarbird Digital Marketing. You agree to continue to be bound by these Terms and Conditions as modified. We will publish the revised Terms and Conditions on our website – we will not separately notify you of these changes.
If the whole or any part of a provision of these Terms and Conditions are void, unenforceable or illegal in a jurisdiction then such part shall be severed for that jurisdiction. The remainder of the Terms and Conditions have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of the Terms and Conditions or is contrary to public policy.
You warrant to us that you will use the services provided by Sugarbird Digital Marketing under this Agreement for business purposes (and not predominantly personal, domestic or household use).
To the extent that Copyright subsists in any text that we create for your Google Ads account/s pursuant to this Agreement; We assign copyright in such text to you. For the avoidance of doubt, this clause does not assign copyright in any other materials that we may create for you outside the scope of this Agreement.
Intellectual Property and Account Ownership
Any Google Ads accounts, documentation, systems, design, materials, methodologies, and processes created in the course of providing services to the customer shall remain the property of Sugarbird Digital Marketing. All documentation, systems, design, materials, methodologies, and processes created in the course of providing services to the customer may only be reproduced or resold with the permission of Sugarbird Digital Marketing.
Termination of Services
At the conclusion of Your Sugarbird Digital Marketing providing services to the customer, the customer will retain read-only access to the account for a period of up to seven days. This access is sufficient to analyse the account and its performance. The account itself will not be handed over and remains the intellectual property of Sugarbird Digital Marketing.
If you wish to terminate your Google Ads service with us 30 days notice period is required
Acceptance of Terms and Conditions
The acceptance of these terms and conditions by the Client is not contingent upon a formal signature. By accepting a quote or invoice from Sugarbird Digital Marketing, it is understood that the Client has reviewed and agreed to the terms outlined herein.
It is imperative that the Client thoroughly reads and understands these terms and conditions. Any purchase or utilization of our services signifies that the Client has carefully read, comprehended, and accepted the terms and conditions set forth by Sugarbird Digital Marketing.
WEBSITE DESIGN & DEVELOPMENT AGREEMENT
Scope of Work: The Client hereby engages Sugarbird Digital Marketing to design, develop and deploy a new website for the Client’s business as per the approved project scope, specifications and deliverables outlined in the Project Brief attached hereto.
Project Timeline: Sugarbird Digital Marketing shall commence work on the website project upon receiving the initial deposit payment from Client. Sugarbird Digital Marketing will use commercially reasonable efforts to complete the project within the estimated timeline provided in the Project Brief, subject to timely provision of required materials and approvals from Client. Project delays caused by Client may result in revised timelines and additional fees.
Client Responsibilities:
a) Provide Sugarbird Digital Marketing with company branding assets, logos, images, content and other materials needed for the website design.
b) Review and approve Sugarbird Digital Marketing work at predetermined milestones in a timely manner.
c) Ensure someone with authority is available to provide feedback, decisions and approvals promptly.
d) Be responsive to Sugarbird Digital Marketing requests for information, materials or clarification needed to progress the project.
Sugarbird Digital Marketing Responsibilities:
a) Conduct website strategy, planning and design phases per the Project Brief.
b) Build and develop the website using modern, responsive and optimized coding practices.
c) Perform quality assurance testing and make revisions per Client feedback within reason.
d) Deploy final website files to Client’s hosting environment.
Fee & Payment Terms:
a) Client shall pay Sugarbird Digital Marketing the project fee and any applicable third-party costs per the payment schedule in the Project Brief.
b) Late payments are subject to interest charges at 1.5% per month on outstanding balances.
c) Sugarbird Digital Marketing reserves the right to suspend services if Client accounts become delinquent.
In the event of a delay beyond this 30-day period caused by circumstances beyond the Sugarbird Digital Marketing control, such as failure by the client to provide necessary materials, content, or revisions in a timely manner, the following provisions shall apply:
If the website project is not completed within 30 days due to delays attributable to the client, the initial deposit paid by the client shall be forfeited and retained by Sugarbird Digital Marketing as compensation for time and expenses incurred up to that point.
Furthermore, any additional time and work required by Sugarbird Digital Marketing to complete the project beyond the initial 30-day period shall be subject to an incremental increase in the quoted website design cost at the Sugarbird Digital Marketing standard hourly rate.
In the circumstance where the client abandons or fails to actively participate in the website design project for a continuous period exceeding 6 months, the project shall be considered terminated.
Should the client then wish to reinitiate the website design process, a new project quote and deposit will be required before any further work commences.
Project Delays: If the project remains inactive for 3 months or more due to delays caused by Client, Designer may charge a reactivation fee to recommence work.
Acceptance & Warranty: Upon receiving final payment, Sugarbird Digital Marketing warrants the completed website will function as per the agreed specifications for 30 days, after which Designer’s ongoing maintenance and support is available at standard hourly rates.
LOGO DESIGN SERVICES
Basic Logo Design Sugarbird Digital Marketing offers a basic logo design service utilizing the Canva graphics platform. This basic logo package is not included in the website design pricing. A quote will be provided for the design
Premium Logo Design For more extensive, customized or detailed logo design requirements beyond the basic Canva option, Sugarbird Digital Marketing in-house graphic design team can provide premium logo design services.
Custom Quotation Upon request, Sugarbird Digital Marketing will provide a separate quotation outlining the fees for premium, custom logo design services based on Client’s specific requirements and desired complexity.
Dedicated Designer Premium logo projects will be assigned a dedicated graphic designer who will work closely with Client to understand their vision and design preferences.
WEBSITE DEPLOYMENT
Payment Prerequisite Once all payments due for the website design and development services have been received in full by Sugarbird Digital Marketing, the completed website will be deployed to Client’s specified domain name and hosting environment.
Domain Transfer If Client requires transferring the website to a new domain, Client shall provide the necessary credentials and access to allow Sugarbird Digital Marketing to perform the domain transfer.
Deployment Timeframe Website deployment will be completed within 7 days after receipt of final payment, unless exceptions apply such as domain transfer delays.
Testing Period After deployment, a 7 days testing period will be provided for Client to identify any issues before final acceptance.
Acceptance of Terms and Conditions
The acceptance of these terms and conditions by the Client is not contingent upon a formal signature. By accepting a quote or invoice from Sugarbird Digital Marketing, it is understood that the Client has reviewed and agreed to the terms outlined herein.
It is imperative that the Client thoroughly reads and understands these terms and conditions. Any purchase or utilization of our services signifies that the Client has carefully read, comprehended, and accepted the terms and conditions set forth by Sugarbird Digital Marketing.
COMPENSATION – TERMS AND CONDITIONS
The economics of Sugarbird Digital Marketing proposal are based on timeous payment of invoices to balance expenditures on salaries and office costs.
As a consequence, all invoices for fees and expenses will be payable monthly on presentation or as scheduled in the Memorandum of Agreement. Any sum which remains outstanding beyond ten (10) days will bear interest from the date of presentation until paid in full. This interest will be at the then current Standard Bank Prime Rate compounded monthly. Payment in advance is required for all services. The Client Organization agrees to make all “One-time Services” payment in advance by Electronic Transfer in order to get started with any service. The Client Organization agrees to pay “Monthly Services” by Electronic Transfer. Invoices will include monthly fees and any additional fees for any additional service that have been purchased by The Client Organization. Invoices will be issued and automatic transactions processed on the Renewal Date. Sugarbird Digital Marketing reserves the right to assess and collect late-payment charges of 2.5% per month on past due balances.
Charges for services
To be provided by Sugarbird Digital Marketing are defined in the project quotation / proposal that the Client receives via e-mail. Quotations / proposals are valid for a period of thirty (30) days. Sugarbird Digital Marketing reserves the right to alter or decline to provide a quotation after expiry of the thirty (30) days.
Unless agreed otherwise with the Client, all web design and web development services require an advance payment of a minimum of sixty percent (60%) of the project quotation total before the work is started on a project. The remaining forty percent (40%) of the project quotation total, due upon completion of the work, prior to upload to the server or release of materials. All graphic design, search engine marketing, content marketing and social media services are to be paid in full upfront.
Payment for services is due by EFT. Bank details will be made available on invoices.
REFUNDS AND CANCELATIONS
Web Design
Payments for custom design projects are made to us in increments as a courtesy to the client, or a discounted upfront payment. Once a payment or deposit is made, it is non-refundable. If a project is cancelled or postponed, all monies paid are retained by Sugarbird Digital Marketing and if applicable, a fee for all work completed beyond what was already paid for, shall be paid by the client.
Web Development
Payments for custom web development projects are made to us in increments as a courtesy to the client, or a discounted upfront payment. Once a payment or deposit is made, it is non-refundable. If a project is cancelled or postponed, all monies paid are retained by Sugarbird Digital Marketing and if applicable, a fee for all work completed beyond what was already paid, for shall be paid by the client.
Search Engine Optimization, Internet Marketing and Social Media Optimization
Payments for Search Engine Optimization, Internet Marketing and Social Media Optimization services are non-refundable and Sugarbird Digital Marketing do not issue pro rata refunds for fees paid in advance. Once a payment or deposit is made, it is non-refundable. All Setup fees are non-refundable, as it is applied to costs immediately incurred by Sugarbird Digital Marketing in initiating services. If a project is cancelled or postponed, all monies paid are retained by Sugarbird Digital Marketing and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
Website Hosting
Payments for past months of web hosting are non-refundable. Hosting accounts are set up at the time of order and are allotted a specific amount of server resources, according to the plan purchased. If client did not make use of the account, payment for services is still due. Hosting accounts are not cancelled until notice is received from the client in writing, or until fifteen (15) days after due date of payment not received. If client paid for hosting account for twelve (12) months ahead and cancels service before plan expiration date, the amount is non-refundable. Sugarbird Digital Marketing reserves the right disable and/or terminate a user’s account if a user is found in violation of the terms. Accounts terminated due to policy violations will not be refunded.
Social Media Management
Social Media Marketing and Management is defined as helping a client to promote their products or services through social media channels. Sugarbird Digital Marketing will honor the components of your chosen social media package, providing an agreement to a minimum three (3) months’ contract is served and monthly payments are received in advance. In the event that payment is not received on time, we regret that further work will be halted until this is rectified. All Campaign funds must be settled before any campaigns are activated.