1. Scope of Work & Core Definitions

Xponent provides Account Management, Branding, Marketing, and Technology solutions delivered as either a Project (defined timeline and fixed deliverables) or a Service (recurring monthly delivery).

1.1 Account Classifications

• • Project Accounts: Active for the duration of a specific project. Includes a dedicated account manager but excludes standard monthly performance reporting.
  • Marketing Accounts: Ongoing monthly accounts combining recurring services, subscriptions, and projects. Includes performance reporting and strategic consultation sessions.
  • Subscription Accounts: Maintenance-only accounts utilising technology licenses (domains, hosting, tech stacks, Google Workspace), managed directly via support ticketing and finance; excludes active account management and reporting.

1.2 Core Operational Definitions

• • Planned Projects: Work explicitly scoped, quoted, and agreed upon regarding timelines, deliverables, and pricing.
  • Unplanned Projects & Scope Creep: Work requests lacking prior agreed scoping, or requests falling outside an active project brief.
  • Project Abandonment: If a Client remains unresponsive for thirty (30) calendar days, the project is deemed complete by default, and all invoices related to the project become due and payable immediately.
  • Branding: Creative work encompassing Copywriting, Web Design, Graphic Design, Video Production, and Promo/Print management.
  • Marketing: Recurring promotional campaigns including Search Engine Optimisation (SEO), Email Marketing, Social Media Marketing, Video Marketing, and eLearning/LMS deployment.
  • Local SEO & Channel Posting: Local SEO accounts receive social media posts directly to their Google Business Profile (GBP) channel only if the clients subscribe and pay for both Social Media and SEO services concurrently.
  • Xtack & Technology: Xponent’s proprietary hosting infrastructure combines domain management, backups, cybersecurity, server maintenance, Google Workspace provisioning, and custom software automation.

2. Communication & Change Requests

• Official Channels: All scope amendments, project briefs, feedback, and operational change requests must be formally submitted via Email.
• Exclusion of Messaging Apps: WhatsApp and other instant messaging platforms are for casual correspondence only; no instructions sent via instant messaging will be recognised as official change requests or binding directives.

3. Specific Operational Conditions

3.1 Branding & Development

• • Revision Caps: Projects include a maximum of three (3) review stages (Pre-production, Production, Post-production). Subsequent revisions or out-of-scope adjustments will be billed at the Category Rates defined in the MSA.
  • File Storage Disclaimer: Deliverables are provided via cloud links (e.g., Google Drive) as a temporary solution. This is not a long-term storage guarantee. Xponent is not liable for data loss or link expiration post-delivery; independent backup is the Client’s sole responsibility.
  • Client-Induced Site Damage: If the Client or a third party alters an Xponent-hosted website and disrupts its functionality, all diagnostic and repair work will be billed to the Client at the standard hourly development rates defined in the MSA.

3.2 Paid Media & Marketing

• • Ad Spend Billing: Third-party ad spend budgets (Google Ads, Meta, LinkedIn) must be billed directly to the Client’s linked credit card. Ad spend is entirely separate from Xponent’s agency service fees.
  • Third-Party Card Handling: If the client explicitly requests to use Xponent’s corporate card for media spend, a 10% handling fee will be levied on the total ad budget per invoice.
  • Platform Bans & API Fluctuation: Xponent is not liable for campaign pauses, asset locks, structural alterations, or account bans executed by third-party platforms (Meta, Google, Shopify). Such external actions do not pause or reduce the Client’s monthly retainer obligations.
  • Cancellation Notice: Retainer services require 2 calendar months’ written notice.

3.3 Technology Services

• • Terms: Subscriptions are billed monthly in advance with a minimum 12-month commitment. Early termination renders the Client liable for the immediate settlement of the remaining balance for those 12 months. Xponent reserves the right to charge an administrative migration fee upon termination.
  • Non-Accumulation of Maintenance: Monthly website maintenance allocations, support hours, or technical updates are fixed to their respective billing cycle. Unused maintenance provisions or hourly allocations do not carry over, accumulate, or roll over into subsequent months, and expire automatically at the end of each calendar month.

4. Review, Approval, & Project Momentum

4.1 The Review & Approval Process

Project delivery relies on a structured, three-phase review process to maintain momentum:

• • Pre-Production: Client reviews and signs off on the brief/scope. Production begins only after written acceptance.
  • Production: Xponent presents a sample/demo. The client must review the general design and creative direction.
  • Post-Production (The Snag List): Client provides a single, consolidated list of final adjustments. Once applied, the project is delivered. Any subsequent changes constitute Scope Creep and will be billed at the Category Rates defined in the MSA.

4.2 Review Deadlines & Deemed Approval

• • Feedback Window: The Client must provide consolidated feedback within five (5) business days of a review request.
  • Deemed Approval: If no feedback is received within five days, Xponent will issue a 48-hour written reminder. Continued silence will deem the milestone approved, authorising Xponent to progress or publish.
  • Dormancy: If assets or feedback are delayed by more than ten (10) business days without prior written agreement, Xponent reserves the right to suspend or close the project. Reviving a dormant project will require a new scope and a re-initiation fee.
  • Outstanding Payments for Work Done: In instances where the Client fails to follow through with the final review process or delays the sign-off of the final milestone, all outstanding balances and milestone fees remain due and payable immediately on the basis of the production work already completed by Xponent.

5. Financial Framework & Late Payments

5.1 Billing Schedules

• • Services & Subscriptions: Invoiced monthly in advance on the 1st of each month, due immediately upon receipt.
  • Projects: Invoiced via an upfront deposit followed by milestone-based drawdowns from a non-interest-bearing Pre-payment Facility. Unused pre-payment deposits are refundable within 60 days of a written request.
  • Ad-Hoc Work: Invoiced immediately upon completion or weekly in arrears.

5.2 Paid Media & Google Ads Billing Framework

To ensure transparency and compliance with South African tax law, the following billing protocols apply to all Paid Media accounts:

• • Direct Postpaid Model: Google Ads utilises an Automatic Postpaid Payment model. Costs accrue first, and Google automatically charges the Client’s card upon hitting a Billing Threshold or a 30-Day Cycle, whichever occurs first. The Client acknowledges that this may result in multiple smaller charges per month.
  • Direct Billing Entry: For security and POPIA compliance, the Client must input their payment credentials directly into the platform. Xponent personnel will never request or store full card details.
  • Tax Invoice Compliance (SARS): The Client is responsible for providing accurate CIPC registration and a 10-digit VAT number. Xponent will configure the Billing Profile as an “Organisation” to ensure Google generates valid Tax Invoices for VAT reclamation.
  • Account Continuity: The Client is required to maintain a Primary and a Backup card. Xponent is not liable for campaign pauses or loss of revenue resulting from card failures, bank-side international transaction blocks, or expired credentials.
  • Advertiser Verification: The Client must complete Google’s Identity Verification (uploading Director IDs/CIPC docs) when prompted. Failure to do so, resulting in account suspension, does not exempt the Client from their monthly retainer obligations to Xponent.

5.3 Default & Suspension

• • Suspension: Accounts with unpaid invoices will incur suspension of all services related to that account.
  • Reconnection Fee: Reactivating a suspended account requires full settlement of all outstanding balances plus a standard administrative reconnection fee.
  • Rate Adjustments: Fees are subject to an annual review. Clients will receive written notice at least two (2) calendar months before any rate adjustment.

6. Intellectual Property & Indemnity

• Final Deliverables: Upon full payment of all outstanding invoices, the Client receives a perpetual, non-exclusive, non-transferable commercial usage license for final, flattened deliverables.
• Source Asset Retention: Xponent explicitly retains sole ownership of all layered files, raw footage, code frameworks, UX blueprints, and proprietary workflows unless transferred under a separate written IP Purchase Agreement.
• Client Asset Warranty: The Client warrants that all assets, text, fonts, and imagery supplied to Xponent are legally owned or licensed by the Client. The Client completely indemnifies Xponent against any copyright infringement claims or associated legal costs.
• Portfolio Usage: Xponent retains the unrestricted right to feature any produced concepts, designs, or campaigns within its marketing portfolios, case studies, and corporate showcases.

7. POPIA Compliance (Data Protection)

• Legal Status: For digital marketing, email marketing, database management, and technology/workspace suites, the Client is the Responsible Party, and Xponent acts as the Operator under the Protection of Personal Information Act (POPIA).
• Data Processing & Obligations: Xponent warrants it will process personal data strictly on the Client’s instructions, maintain industry-standard security measures, and notify the Client immediately of any suspected data breach.
• Client Warranties & Indemnity: The Client warrants that all marketing databases and CIPC/Director data provided for validation or verification were lawfully compiled with active statutory consents. The Client completely indemnifies Xponent against any administrative fines or legal actions arising from unlawful data acquisition or non-compliant billing setups.

8. Limitation of Liability & Disclaimers

• Limitation: To the fullest extent permitted by law, Xponent’s total liability is excluded for direct, indirect, special, or consequential damages – including loss of revenue, operational delays, or business interruption – arising out of this agreement.
• Performance Disclaimer: Xponent delivers creative and marketing solutions based on industry best practices but offers no explicit or implied guarantee of specific commercial results, profit increases, or conversion metrics. Success relies on market variables and external platform algorithms beyond Xponent’s control.

9. General Legal Terms & Non-Solicitation

• Non-Solicitation of Staff: The Client shall not actively solicit, employ, or independently contract any Xponent staff member or active contractor during this agreement and for twelve (12) months following its termination. Violation of this clause triggers a mandatory placement fee equal to 30% of the individual’s new annualised compensation package.
• Dispute Resolution: Disputes must first undergo 14 days of good-faith negotiation, followed by shared-cost commercial mediation. If unresolved, both parties explicitly consent to the jurisdiction of the Magistrate’s Court, waiving High Court escalation to minimise legal expenses. Governed by the laws of the Republic of South Africa.
• Implied Acceptance: This agreement becomes legally binding upon either physical execution OR upon Xponent’s receipt of an upfront deposit or pre-payment funds from the Client. Payment of an Xponent invoice constitutes full automated acceptance of these terms.