Applicability: These Terms and Conditions (“T&Cs“) govern all services, subscriptions, and project deliverables provided by Xponent Marketing (Pty) Ltd (Reg: 2018/102760/07) (“Xponent“) to any client (“Client“).
ECTA Binding Acceptance: In terms of the Electronic Communications and Transactions Act 25 of 2002 (ECTA), these T&Cs become legally binding upon the Client upon any of the following: (a) written acceptance of a quote/estimate; (b) settlement of an upfront deposit or invoice; or (c) execution of a formal Service Agreement.
2. Operational Workflows & Project Momentum
Communication Channels: Official instructions, scope changes, and project sign-offs must be submitted via email. WhatsApp and messaging platforms are for casual correspondence only and do not constitute binding directives.
3-Phase Review Process: All branding, web, and creative projects follow a three-phase review structure: Pre-production (brief sign-off), Production (sample/demo review), and Post-production (single consolidated snag list).
Review Deadlines & Deemed Approval: The Client must provide feedback within five (5) business days of receiving a review request. If no feedback is received, Xponent will issue a 48-hour written reminder. Continued silence after 48 hours constitutes Deemed Approval, authorising Xponent to progress, invoice, or launch.
Project Abandonment: If a Client remains unresponsive for thirty (30) calendar days, the project is deemed complete by default, and all outstanding balance invoices become due and payable immediately. Re-activating a dormant project requires a re-initiation fee.
3. Service & Technology Operational Conditions
Ad Spend & Platform Outages: Media spend (Google, Meta, LinkedIn) is strictly separate from Xponent’s agency retainer fees. Xponent is not liable for campaign pauses, asset locks, or account suspensions executed by third-party platforms. Such external actions do not pause or reduce the Client’s monthly payment obligations.
Client-Induced Site Damage: Diagnostic and repair work required to fix Xponent-hosted websites altered or corrupted by the Client or third parties will be billed at Xponent’s standard hourly development rates.
Non-Accumulation of Hours: Monthly support hours, maintenance allocations, or updates fixed to a recurring billing cycle expire at the end of each calendar month and do not roll over.
4. General Financial Terms & Statutory Compliance
Invoicing & Taxes: All quotes are exclusive of South African Value Added Tax (VAT) unless explicitly stated otherwise. Invoices are issued electronically and are payable upon receipt.
Default & Suspension: Accounts overdue by more than seven (7) days will incur automatic service suspension. Account reactivation requires full settlement of outstanding balances plus a standard administrative reconnection fee.
POPIA Compliance: For digital marketing, database management, and hosting suites, the Client acts as the Responsible Party and Xponent acts as the Operator under the Protection of Personal Information Act 4 of 2013 (POPIA). Xponent processes data strictly under Client instructions and maintains industry-standard security baselines.
5. Intellectual Property & Liabilities
Deliverable Usage: Final, flattened deliverables are licensed for perpetual commercial use upon 100% payment settlement. Xponent retains full ownership of raw code, working design files, and source frameworks unless transferred under a separate written agreement.
Portfolio Showcase: Xponent reserves the unrestricted right to feature final, non-sensitive creative work within its professional portfolios, case studies, and corporate showcases.
Limitation of Liability: To the fullest extent permitted by South African law, Xponent’s total liability is excluded for direct, indirect, special, or consequential damages (including loss of revenue or operational delays). Xponent delivers creative solutions based on best practices but offers no explicit or implied guarantee of specific commercial sales or conversion metrics.
6. Staff Non-Solicitation & Jurisdiction
Non-Solicitation: The Client shall not actively solicit, employ, or independently contract any Xponent staff member or contractor during engagement and for twelve (12) months following termination. Violation triggers a mandatory placement fee equal to 30% of the individual’s new annualised compensation package.
Dispute Resolution & Governing Law: Disputes must undergo 14 days of good-faith negotiation followed by commercial mediation. Unresolved disputes fall under the exclusive jurisdiction of the Magistrate’s Court in terms of South African Law.
