Our responsibilities

• Our responsibilities and scope of work is contained in the engagement letter and Scope and Price agreement pertaining to the respective service provided.
• Allocate a contact person(s) to act as the central point of contact with you in respect of the provision of the services we offer and the management of the relationship.
• Schedule meetings where planning, reporting and general feedback will take place.
• Supply digital marketing reports as per your selected service package.
• Regularly review and audit our services and service quality to ensure that the services provided are of an acceptable standard.

Your responsibilities

• Allocate a contact person(s) to act as the central point of contact with you in respect of the provision of the services we offer and the management of the relationship.
• Grant access to and/or provide all relevant information/content/third party service providers as required for the proper provision of services to you.
• Cooperate and adhere to deadlines as agreed upon, and withing the scope of work.

Pricing

• We are a registered as a VAT Vendor and consequently we are required by law to levy VAT on our prices charged. However, all prices quoted are exclusive of VAT. VAT charged will only be included in our invoice issued. In the event that our invoices are not payable by you as our client but by a third party, you will remain liable for any VAT in respect of our charges.
• Services are built around fixed pricing, as opposed to hourly rates, and offers you access to the accumulated intellectual of the firm through marketing professionals with substantial experience, who can help enhance your company’s growth, future and achieve its marketing
  objectives.
• All prices are reviewed on an annual basis and may vary due to exchange rates where applicable.
• We will render monthly invoices to reflect your agreed upon marketing package.
• Details of your fixed monthly services are listed on the engagement letter and Scope and Price agreement.
• Fixed monthly service can change as services are added from the agreement on or before the DATE.
• While our fixed prices entitles your company to services, advice and guidance within the scope of the package you have selected with us, if your needs, issues or questions requires additional marketing advice, strategies, tools, platforms or designs beyond the scope of your selected package, that work will be subject to an additional price, payment terms and scope to be agreed upon before the service is performed, and a Change Order will be issued to document this understanding. Furthermore, the parties agree that if an unanticipated need arises, that SucceedMedia (Pty) Ltd. hereby agrees to perform this additional work at a mutually agreed-upon price. This service will be priced separately to your company, using a Change Order.
• Any additional work delivered, that falls outside of the agreed upon services, will be invoiced on an ad-hoc invoice.
• Acknowledgement of fees via electronic communication will constitute as acceptance of fees.
• If you ever receive an invoice without first authorising the service, payment terms and price, you are not obligated to pay for that service.
• Deadlines imposed by you might require work to be carried out by more staff than usual or outside normal working hours, which may result in increased costs. Additional fees may also result from additional changes in the services/product or from difficulties in obtaining information, which could not reasonably have been foreseen.
• Notwithstanding anything to the contrary contained herein, should our work-in-progress reach a level which we consider to be material, such accrued fees will become due and payable immediately upon presentation of our invoice, failing which, the rendering of all further services will be suspended pending receipt of payment.
• Behavioural Rewards as set out in the engagement letter and Scope and Price Agreement will be reviewed quarterly. These discount rewards are solely based on client behaviour and cooperation as agreed upon and we have the sole discretion to deactivated discounts or rewards should the client not cooperate as agreed.

Invoicing

• We will issue a once-off set-up invoice on receipt of an accepted proposal as indicated on the engagement letter and Scope and Price agreement. The set-up invoice may be equivalent of one months’ fixed cost.
• All invoices will be issued via email within the first 5 working days from the start of the month, payable up front for the month.
• Monthly invoices will commence on the agreed upon date irrespective of all tools being implemented.

Payment Terms

• All fixed price invoices are payable via Debit order or EFT payment by the 5th day of every month, payable for services in advance.
• Delays caused by the Client with regards to implementation will not affect or delay the issuing of monthly invoices.
• Should the Client agree to the provision of additional services, such services will be added to and be included in the Monthly Invoices and invoiced to the Client on a monthly basis (as applicable).
• Behavioural Rewards are included in your fixed fee and deducted as a discount percentage between 8% and 12%.
• We will increase fixed service fees by 5% (or in line with CPIX) annually in accordance with your service agreement start date.
• If the invoice is not paid in full within 30 days, we reserve the right to charge interest on the outstanding amount of the invoice at a rate of 10% per annum. Interest will accrue from one month after the date of delivery of the invoice to the date of payment.
• If an invoice is overdue for payment, we may, upon giving reasonable notice, suspend or terminate our services to you (and others with whom you are associated) and deactivate/retain access to digital marketing platforms and marketing material belonging to you. These include: Website files, Client database (in Excel), design elements (original designs in PDF), blog and blog access.We will reactivate/release all digital marketing tools/platforms/material to the Client once the outstanding invoice has been paid in full.
• Our policy is to initiate recovery proceedings in respect of overdue amounts unless alternative arrangements are approved. If it is necessary to initiate any such recovery proceedings, we are entitled to recover from you, on a full indemnity basis, all costs (including legal costs) and expenses incurred by us in doing so.

Implementation of services

• Set-up and implementation of all digital marketing services will take place over a period of 10 – 12 weeks, depending on the services and deliverables included in your contract. This implementation period may be reduced or extended, based on the timely supply of requested information, input and feedback (or lack thereof) by the Client.

Operational support

• We will offer telephonic support during the following office hours: 8:00 a.m. to 5:00 p.m., Monday to Thursday, 8:00 a.m. – 3:00 p.m. Fridays. Reasonable efforts will be made to address a call received outside of office hours for minor items, while major queries will be addressed on the next working day. Our office number is +27 21 851 3976.
• We will offer email support during the following office hours: 8:00 a.m. to 5:00 p.m., Monday to Thursday, 8:00 a.m. – 3:00 p.m. Fridays. Emails received outside of office hours will be monitored and reasonable efforts will be made to address minor issues, while major queries will be addressed on the next working day.
• The following email addresses can used for:
  • IT Systems/Technical Support: support2@succeedgroup.co.za
  • Website Support: multimedia@succeedgroup.co.za

Quality of service

• SUCCEEDMEDIA (Pty) Ltd is committed to providing you with quality work and reports and if at any time you would like to discuss with us how our service to you could be improved or if you are dissatisfied with the service you are receiving, please contact our Operations Manager: Karlien Rust at karlien@succeedgroup.co.za. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If we have given you a less than satisfactory service, we shall do everything reasonable to put it
  right.

Termination of our engagement

• Either Party shall be entitled to terminate this Agreement after 6 months [six months], with 2 calendar months [60 days] written notice to the other,
  indicating such termination. If no written cancellation is submitted after 11 months, the Service Agreement with automatically be renewed
  for a new 12-month period.
• To avoid doubt, it is recorded that neither Party shall be entitled to any compensation on termination of this Agreement, provided that we
  shall be entitled to invoice and recover fees for the services provided in advance to the Client up to the date of termination.
• We will release all digital marketing tools to the Client once the final invoice has been paid in full. These include: Website files, Client
  database (in Excel), design elements (original designs in PDF), blog and blog access.
• We may cease to act for you on any matter by giving you reasonable written notice if:
  • you fail to give us proper instructions;
  • you fail to give us the cooperation which we are reasonably entitled to expect;
  • our continuing to act would be impractical, unethical or unlawful;
  • we have a conflict of interest;
  • you fail to pay our invoices as and when rendered.
• It remains your responsibility to make arrangements with the new service providers for the transfer of services.

Breach of agreement

• If either party breaches this agreement, the other may terminate this agreement if the breaching party does not cure the breach within fourteen (14) days of written notice of same. Termination shall be without prejudice to any rights which may have been accrued to either party before termination.

Confidentiality and conflicts

• We are bound by strict confidentiality rules and, accordingly, we will treat any commercially sensitive information about your affairs as confidential (unless we are required to disclose any information by law or any regulatory authority). Under certain condition s however a legal or professional right or duty may arise to disclose information about our clients’ affairs without authority.

Limitations of liability

• We will exercise reasonable skill and care in performing our services but will not be responsible for the accuracy of advice based on information supplied by you or other third parties.
• In no circumstances will we be liable to you or any third party for any loss whatsoever arising through or in connection with content or use of our services or software by you or any user.

Circumstances beyond our and your Control

• Neither of us will be in breach of our contractual obligations, nor will either of us incur any liability to the other, if we or you are unable to comply with the services contract as a result of any cause beyond our or your reasonable control. In the event of any such occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who will have the option of suspending or terminating the operation of the services contract on notice, which notice will take effect immediately on delivery thereof.

Staff

• Our staff members undergo periodic training and this, together with the taking of annual leave, may lead to staff turnover. We will use their best endeavours to avoid any disruption to any progress.
• The Client agrees not to make any offer of employment or to otherwise interfere with or entice away from the employment of any persons employed by Succeed. The Client further agrees not to use such person’s services as an independent consultant or via a third party for a period of 12 months following the end of such person’s involvement, without the prior written consent from Succeed.
• Should the Client make any offer of employment to any person currently employed by Succeed or who was employed by Succeed for the immediately preceding 12 month period from the date of such offer of employment, the Client will be liable for and will pay to Succeed a placement fee equal to 20% of such employee’s total annual cost to entity, excluding VAT.

Document storage

• We usually keep files and papers relating to client matters for a minimum of two years from the date we cease to work on that matter, after which we may dispose of them (other than title documents, deeds and certificates) as we reasonably consider appropriate.

Intellectual property

• All intellectual property rights of parties involved, whether capable of registration or not, or not yet registered, including documentation, names, logos, related images, audio, video, artistic works, inventions, computer programs, software and other intellectual property matters relating to the parties, shall remain their exclusive and sole property.
• All marketing elements, designs or campaigns created for you will remain your exclusive and sole property, unless stated otherwise in the agreement.
• All raw files for marketing elements, designs or campaigns created for you will remain our exclusive and sole property, unless stated otherwise in the agreement.
• We will retain ownership of the copyright and all other intellectual property rights in the product of the services, whether oral or tangible, including written advice, methodologies, software, systems know-how and working papers. For the purposes of delivering services to you, we will be entitled to use or develop knowledge, experience and skills of general application gained through performing the services. You agree to keep confidential any methodologies and technology used by us to carry out our services. If you wish to distribute copies of any of these materials, this will require our prior written permission.
• We have the right to use your name as a reference in proposals or other similar submissions to other prospective clients, unless you specifically withhold permission for such disclosure. If we wish to use details of the work done for you for reference purposes, we will obtain your permission in advance.

Use of websites and software

• We may develop websites, landing pages and software, including spread sheets, documents, and other electronic tools to assist us with your marketing. In some cases, these aids may be provided to you upon request. As these tools were developed specifically for our purposes and without consideration of any purpose for which you might use them, they are made available on an “as is” basis for your use only and should not be distributed to or shared with any third party. Further, we make no representations or warranties as to the sufficiency or appropriateness of the software tools for any purpose for which you may use them.

Electronic communication

• We make use of third-party service providers and online systems (internet) to communicate messages to your database. When we communicate with you or to your database by electronic mail or internet, you accept the inherent risks of such communications (including the security risks of interception of or unauthorised access to such communications, the risks of corruption of such communications, the risk of errors or loss of information and the risks of viruses or other harmful devices). Messages may be lost or delayed or may not be read and viruses may be transferred through the use of e-mail. We cannot accept responsibility for loss which you suffer as a result of the use of internet or e-mail for communication between us, or between us and third parties.
• We will use commercially reasonable procedures to check for the most commonly known hazards before sending information electronically. Both parties recognise that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards.

Working for other clients

• We will not be prevented or restricted by virtue of our relationship with you, including anything in this engagement letter, from providing services to other clients. Our standard internal procedures are designed to ensure that confidential information communicated to us during the course of this assignment will be maintained confidentially.

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