TERMS AND CONDITIONS

UKUTHULA SALES SOLUTIONS

TERMS AND CONDITIONS

Effective Date: 25 September 2026

Last Updated: 25 September 2026

Version: 2.0

1. About these Terms

1.1  These Terms govern all services supplied by Ukuthula Sales Solutions, [registration number], based in Brits, North West, South Africa ("Ukuthula", "we", "us") to the client named in the Order ("Client", "you").

1.2  These Terms apply to Clients anywhere in the world, including South Africa, the United States, the United Kingdom and the European Union.

1.3  Our services are supplied to businesses for business purposes. By accepting an Order you confirm that you are acting for a business and that you have authority to bind it. Where a Client is a "consumer" under the South African Consumer Protection Act 68 of 2008 ("CPA") or similar law in the Client's country, nothing in these Terms removes rights that the law says cannot be removed.

2. Definitions

2.1  "Order" means a quotation, proposal, statement of work or invoice issued by Ukuthula that describes the Services, fees and term.

2.2  "Services" means the work described in an Order, which may include website design and development, hosting and maintenance, social media management, paid advertising management, CRM and automation setup, AI agents, lead generation and consulting.

2.3  "Deliverables" means the final approved work produced for the Client under an Order.

2.4  "Client Materials" means text, images, logos, data, product information and anything else the Client supplies.

2.5  "Business Day" means a weekday that is not a public holiday in South Africa.

3. How the Agreement Is Formed

3.1  The agreement between us consists of the Order and these Terms (together, the "Agreement"). If the Order and these Terms conflict, the Order wins for that project only.

3.2  You accept the Agreement when you sign the Order, accept it by email or online, or make any payment against it, whichever happens first.

3.3  Electronic acceptance and electronic signatures are valid and binding. The parties agree to this under the South African Electronic Communications and Transactions Act 25 of 2002, the US E-SIGN Act and any equivalent law in the Client's country.

3.4  Any terms in your purchase order or your own documents do not apply unless we agree to them in writing.

4. Scope of Services

4.1  We supply only the Services written in the Order. Anything else is extra work, quoted and billed separately before we start it.

4.2  Estimated timelines are estimates. We work in South African Standard Time (UTC+2). Meetings across time zones are scheduled by agreement within our business hours of [08:00 to 17:00 SAST], unless the Order says otherwise.

5. Fees, Currency and Payment

5.1  Fees are stated in the Order in South African Rand (ZAR), US Dollars (USD) or another currency named in the Order. You pay in that currency.

5.2  Monthly services are billed in advance. Project work is billed as set out in the Order, usually a deposit of [50%] before work starts and the balance before launch or handover.

5.3  You pay all bank charges, intermediary bank fees, currency conversion costs and payment processor fees. We must receive the full invoiced amount. Any shortfall is added to your next invoice.

5.4  Payment is due on the date shown on the invoice. If payment is late:

(a) we may charge interest on the overdue amount at [2%] per month, or the highest rate allowed by the law that applies, whichever is lower; and

(b) after giving you 7 days written notice, we may pause the Services until the account is paid in full.

5.5  If you dispute a card charge or reverse a payment (a "chargeback") for Services we delivered, you remain liable for that amount plus any fees the chargeback costs us. Raise any billing concern with us in writing first, within 14 days of the invoice.

5.6  Fees already paid for Services delivered, or for time and third-party costs already committed, are not refundable, except where the law says otherwise.

5.7  We may adjust fees at renewal with at least 30 days written notice. During a term, fees stay fixed unless a third-party cost we pass through to you (for example software subscriptions priced in USD) changes. We will show you the change before it is billed.

6. Taxes

6.1  Fees exclude VAT and other taxes. If Ukuthula is registered for VAT, VAT is added at the applicable rate. Services exported to Clients outside South Africa are charged at 0% VAT where South African law allows.

6.2  You are responsible for any sales tax, use tax, GST, VAT, digital services tax or similar tax that applies in your country.

6.3  If the law of your country requires you to withhold tax from a payment to us, you will increase the payment so that we receive the full invoiced amount after the withholding, and send us the tax certificate.

7. Trial Period, Term and Renewal

7.1  Where the Order includes a trial period, it runs for 30 days from the start date. Either party may end the Agreement during the trial by giving 7 days written notice, and you pay only for the trial period.

7.2  After the trial, or from the start date where there is no trial, the Agreement runs for a minimum term of 3 months (the "Initial Term"), unless the Order states a different term.

7.3  At the end of the Initial Term, the Agreement renews for 12 months, and then for further 12 month periods (each a "Renewal Term"), unless either party gives written notice of non-renewal at least 30 days before the current term ends.

7.4  We will send you a written reminder before each renewal, stating the renewal date, the fees for the Renewal Term and how to cancel. Where the CPA applies, we send this reminder between 40 and 80 Business Days before the term ends, as section 14 of the CPA requires. Where another law requires a different notice period, we follow that law.

7.5  Where the Order says so, you may choose month-to-month renewal instead of a 12 month Renewal Term, at the month-to-month rate stated in the Order.

8. Cancellation and Termination

8.1  You may cancel at any time by giving 30 days written notice.

8.2  If you cancel during the Initial Term or a Renewal Term, other than under clause 8.3, you must pay the fees for the rest of that term, less any third-party costs we avoid by stopping early. Where the CPA applies, we charge only a reasonable cancellation penalty as the CPA allows, and not the full balance.

8.3  Either party may end the Agreement with immediate effect by written notice if the other party:

(a) commits a material breach and does not fix it within 14 days after receiving written notice of it; or

(b) becomes insolvent, enters business rescue, liquidation, bankruptcy or a similar process in any country.

8.4  On termination for any reason, you pay all fees for Services delivered up to the termination date, and we complete the handover in clause 12.

9. Client Responsibilities and Content

9.1  You will supply Client Materials, logins, approvals and information on time, and name one contact person who can make decisions.

9.2  You confirm that you own or have a licence to use all Client Materials, and that they are accurate and lawful. This includes product claims, health claims, pricing, testimonials and before-and-after images.

9.3  You are responsible for the claims your business makes in advertising and on your website, including claims regulated in your country (for example by the US Federal Trade Commission or Food and Drug Administration, or the South African Advertising Regulatory Board).

10. Approvals, Revisions and Delays

10.1  Each Order states the number of revision rounds included. Extra rounds and changes of direction after approval are billed at our hourly rate of [amount] or as quoted.

10.2  If you do not respond to a request for approval within 10 Business Days, the work is treated as approved so the project can move forward.

10.3  If a project is on hold for more than 30 days because we are waiting on you, we may close the project, invoice the work done, and charge a restart fee of [amount] to resume it. Monthly fees remain payable during Client-caused delays.

11. Third-Party Platforms and Licences

11.1  The Services rely on third-party platforms and products, such as hosting providers, domain registrars, WordPress and its plugins, GoHighLevel, Google, Meta, stock image libraries and AI tools. Their own terms and pricing apply to your use of them.

11.2  We are not responsible for outages, policy changes, price changes, account bans or data loss caused by these third parties. We will help you resolve such issues within the scope of the Services.

11.3  Premium themes, plugins, fonts and stock media are licensed, not sold. Licence fees are included in the Order or billed to you. Some licences end if you stop paying for them or leave our managed hosting.

12. Accounts, Access and Handover

12.1  You own your domain name, website content, business social media pages, advertising accounts, analytics accounts and customer data. Where possible, these are registered in your name. Where we register one on your behalf, we hold it for you and transfer it to you on request.

12.2  You give us the access we need to deliver the Services. We will use it only for that purpose.

12.3  We may limit our work in your accounts while an invoice is more than 7 days overdue, after written notice. We will not delete your data, lock you out of accounts you own, or take your website offline without a further 14 days written notice.

12.4  After termination and payment of all amounts due, we will within 14 days: hand over all logins we created for accounts you own, transfer your domain, provide a full backup of your website files and database, and export your contacts and data from our systems in a standard format (such as CSV).

12.5  Systems that belong to Ukuthula, such as our GoHighLevel agency account, templates, automations and internal tools, stay ours. Your data in them is exported to you under clause 12.4. You may request a copy of your automations for a migration fee of [amount].

13. Advertising Spend

13.1  Advertising spend is separate from our fees. You pay it directly to the platform (Google, Meta or others) using your own payment method, unless the Order says we pay it and bill you.

13.2  If we pay ad spend for you, you pay us in advance, and platform fees and currency costs are added.

13.3  We manage campaigns within the budget you approve. Platforms may spend slightly above daily budgets under their own rules; that is not our breach.

14. Legal Compliance in Your Market

14.1  Laws differ between countries and US states. You are responsible for making sure your website, marketing and business comply with the laws where you operate and where your customers are, unless the Order specifically includes that compliance work.

14.2  Website legal pages. Privacy policies, cookie banners, terms of use and disclaimers are your responsibility. If we supply template legal pages, they are a starting point only and not legal advice. You should have them reviewed by a lawyer in your country.

14.3  Accessibility. We build websites following reasonable accessibility practice. We do not guarantee compliance with the Americans with Disabilities Act, WCAG or any accessibility law unless the Order includes an accessibility audit.

14.4  Marketing consent. You confirm that every contact you give us for email, SMS, WhatsApp or calling campaigns has given valid consent under the law that applies, including POPIA, GDPR, CAN-SPAM, the US Telephone Consumer Protection Act and Canada's anti-spam law. We may refuse to send to any list we reasonably believe is not compliant.

14.5  Sanctions. You confirm that you are not located in, or owned by a person in, a country or list subject to UN, US, UK or EU sanctions.

15. Data Protection

15.1  Where we process personal information on your behalf (for example leads, customers or website users), you are the responsible party ("controller") and we are the operator ("processor") under the Protection of Personal Information Act 4 of 2013 ("POPIA"), the GDPR and UK GDPR, and similar laws, including US state privacy laws where we act as a "service provider".

15.2  As operator or processor, we will:

(a) process personal information only on your documented instructions and to deliver the Services;

(b) keep it confidential and protect it with reasonable technical and organisational security measures;

(c) make sure our staff and contractors are bound by confidentiality;

(d) use sub-processors (such as hosting, CRM and email platforms) only where needed for the Services, and remain responsible for them;

(e) notify you without undue delay, and within 72 hours where possible, after we become aware of a breach affecting your data;

(f) help you respond to requests from individuals and regulators;

(g) not sell or share your personal information for our own purposes; and

(h) return or delete your personal information at the end of the Services, unless the law requires us to keep it.

15.3  Personal information may be stored on servers outside your country or outside South Africa, including in the United States and the European Union. We use providers that offer adequate protection as required by POPIA section 72 and, for EU or UK data, standard contractual clauses or another approved transfer method.

15.4  On request, we will sign a separate Data Processing Agreement in a standard form. If it conflicts with this clause 15, the Data Processing Agreement wins.

15.5  Our own use of your contact details is covered by our Privacy Policy, published at https://ukuthulasalessolutions.co.za/.

16. Intellectual Property

16.1  When you have paid all fees for a Deliverable, ownership of the copyright in that Deliverable, created specifically for you, passes to you. Until then we grant you a limited licence to use it for review.

16.2  We keep ownership of everything we owned before the project or develop independently, including our code libraries, templates, frameworks, automations, processes and know-how ("Ukuthula Materials"). Where Ukuthula Materials form part of a Deliverable, you receive a permanent, worldwide, non-exclusive licence to use them as part of that Deliverable for your business. You may not resell them separately.

16.3  Third-party materials (clause 11.3) stay subject to their own licences.

16.4  You keep all rights in Client Materials and grant us a licence to use them to deliver the Services.

17. Portfolio and Marketing Use

17.1  Unless you tell us otherwise in writing, we may show your name, logo and publicly visible work (such as your website and published ads) in our portfolio, website, proposals and social media.

17.2  We will only publish your results, analytics or revenue figures if they are anonymised or you approve them first in writing.

17.3  We may add a small "Website by Ukuthula Sales Solutions" credit link in your website footer. You may ask us to remove it at any time.

17.4  You may withdraw portfolio permission at any time by written notice. We will remove the material from channels we control within 30 days, but we do not need to recall printed material or old posts that others have shared.

18. Confidentiality

18.1  Each party will keep the other's confidential information secret and use it only for the Agreement. Confidential information includes business plans, pricing, strategies, processes, customer data and login details.

18.2  This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law or a court order (in which case the disclosing party will warn the other first where allowed).

18.3  This clause continues for 3 years after the Agreement ends, and for customer data and trade secrets, for as long as they remain confidential.

19. No Guarantee of Results

19.1  We do not guarantee any particular number of leads, sales, rankings, followers, ad performance or revenue. Results depend on factors outside our control, including your market, pricing, offer, sales follow-up, competition and changes made by Google, Meta and other platforms.

19.2  Any forecasts or estimates we give are our honest opinion based on the information available, not a promise.

20. Warranty

20.1  We will perform the Services with reasonable skill and care, using suitably experienced people.

20.2  Website warranty. For 30 days after a website goes live, we will fix at no charge any defect that causes the website to not work as specified in the Order. This does not cover problems caused by changes made by you or a third party, plugin or platform updates, hosting outside our managed hosting, new browser versions released after launch, or requests for new features.

20.3  After the warranty period, fixes are covered by a maintenance plan or billed at our hourly rate.

20.4  EXCEPT AS STATED IN THIS CLAUSE 20, AND TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS". WE GIVE NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED.

21. Limitation of Liability

21.1  TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS, OR FOR LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL OR DATA, EVEN IF WARNED THAT IT COULD HAPPEN.

21.2  UKUTHULA'S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, DELICT, TORT, NEGLIGENCE OR OTHERWISE, IS LIMITED TO THE FEES YOU PAID US IN THE 3 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

21.3  These limits do not apply to your obligation to pay fees, to either party's indemnity under clause 22, or to liability for fraud, wilful misconduct, gross negligence, or anything else that cannot be limited by law.

21.4  Any claim must be brought within 12 months after the claimant became aware of it, unless the law requires a longer period.

22. Indemnity

22.1  You will defend and compensate Ukuthula against claims, fines and reasonable legal costs from third parties arising from Client Materials, your products or services, your advertising claims, your breach of clause 14, or your breach of the law.

22.2  We will defend and compensate you against third-party claims that a Deliverable created by us (excluding Client Materials and third-party materials) infringes that third party's copyright.

22.3  The party asking for protection must notify the other promptly, let it control the defence, and cooperate reasonably.

23. Force Majeure

23.1  Neither party is liable for delay or failure caused by events beyond its reasonable control, including load shedding and power failures, internet or undersea cable outages, platform outages, natural disasters, epidemics, war, civil unrest, strikes and government action. Payment obligations are not suspended by this clause.

23.2  If such an event lasts more than 60 days, either party may end the affected Order by written notice without penalty.

24. Governing Law and Disputes

24.1  The Agreement is governed by the laws of the Republic of South Africa, regardless of where the Client is located and without regard to conflict of law rules.

24.2  If a dispute arises, senior representatives of both parties will first try to settle it in good faith by video call within 30 days after written notice of the dispute.

24.3  If the dispute is not settled, it will be finally resolved by arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA). There will be one arbitrator. The seat of arbitration is Johannesburg, South Africa. The language is English. Hearings may be held by video conference so that neither party has to travel. The award is final and may be enforced in any country, including under the New York Convention.

24.4  Despite clause 24.3, either party may apply to any court with jurisdiction for urgent interim relief, and Ukuthula may sue for unpaid fees in any court with jurisdiction over the Client, including the Client's home court.

24.5  Disputes are resolved on an individual basis only. To the extent allowed by law, each party waives any right to a jury trial and to bring or join a class or collective action.

25. Notices

25.1  Notices under the Agreement must be in writing and may be sent by email. For Ukuthula, use [email protected]. For the Client, use the email address in the Order or the last address you gave us in writing.

25.2  An email notice is received on the next Business Day after it is sent, unless the sender receives a bounce-back message.

26. Changes to These Terms

26.1  We may update these Terms by giving you at least 30 days written notice. Updated Terms apply from the start of your next Renewal Term or new Order, not during a current term, unless you agree in writing or the change is required by law.

26.2  The current version is published at https://ukuthulasalessolutions.co.za/, with its version number and effective date.

27. General

27.1  Entire agreement. The Agreement is the whole agreement between the parties about its subject matter and replaces earlier discussions and proposals.

27.2  Amendments. Changes to an Order must be agreed in writing, and email is enough.

27.3  Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment or agency relationship.

27.4  Subcontractors. We may use subcontractors, and we remain responsible for their work.

27.5  Assignment. You may not transfer the Agreement without our written consent. We may transfer it to a successor business with notice to you.

27.6  Severability. If any part of the Agreement is found unenforceable, it will be limited to the minimum extent needed, and the rest remains in force.

27.7  No waiver. A delay in enforcing a right is not a waiver of it.

27.8  Language. The Agreement is written in English. Any translation is for convenience only, and the English version wins.

27.9  Survival. Clauses 5, 6, 12, 15, 16, 18 and 21 to 24 survive the end of the Agreement.

28. Contact

Ukuthula Sales Solutions, Brits, North West, South Africa. Registration number: [number]. VAT number: [number, if registered]. Phone: +27 63 260 2023. Email: [email protected]. Website: https://ukuthulasalessolutions.co.za/