Terms of service

Terms & Conditions – Marketing and Support Plans and Website Packages

Services 1

  1. Marketing Plans 3

Reporting inclusions and exclusions: 12

  1. Support Plans 12
  2. Website Plans 14
  3. Payment Terms 16
  4. Communications 18
  5. Limits 21
  6. Law 24
  7. Acceptance 26



Services

The Agency’s Marketing, Support and Website Plans include the following services: 

  • Web Design
    • Website Development
    • Search Engine Optimisation
    • Content Writing
    • Google Ads/PPC Services
    • Google Analytics – Conversion Tracking
    • Domain Name Acquisition
    • Technical Support
    • Account Management
    • Conversion Tracking

Scope of Services: The Agency will provide all the services described and enumerated in the selected Marketing Plan, Support Plan or Website Plan. Additional digital services are available through the Agency at an additional fee.

Plans: The Agency has provided standard marketing, support or website plans for the convenience of the customer. These plans are designed to drive the maximum amount of value with the right mix of digital services provided. Custom or additional items will be quoted separately.

Marketing Plans: The Agency will allocate resources based on the selected marketing plan and predefined work schedule. We allow for one round of changes to marketing materials on approval. Additional rounds of changes will be charged at an hourly rate. 

Support Plans: Support plans look after the updates on your website. These retainers do not cover marketing work (social posts, adverts, emails) but will support the website, social platform and email platforms that are required to run your day-to-day business functions.
The Agency will allocate a predetermined percentage of our availability for time-sensitive requests. Unused retainer hours for any given month will NOT roll over into subsequent months. Once your support hours are depleted, you will be informed and charged at an hourly rate for additional requests. 

Website Plans: The Website Plan is a fixed project with fixed deliverables. Please ensure you select the right package for your requirements. Additional items (pages, designs, content, blogs) needed for the site will be quoted at our current rates. Please note that the Agency reserves the right to inform you that a selected package may not suit certain requirements, and therefore we may suggest additions or a larger plan to support your website goals. 

Quotes: Additional quotes issued will be against our fixed rates to cover additional hours or features not specifically included in your plan or project quote. 

Additional Deliverables: If the Agency identifies that a task or deliverable may go over the estimate, the Client will be alerted, and a quote provided for approval before the work commences.

Client Deliverables: Client deliverables include brand guidelines, media files, product information, design files, content, client software and system access. A delay in providing these items will delay your project timeline. These items can be found in the onboarding checklist to ensure you supply Koola with the correct information for us to proceed. 

Client Sign-Off: The Agency takes great pride in the quality of our work. All work will be subject to our quality assurance process before any projects and marketing are approved for publishing. The Client is responsible for checking and approving the work delivered at each milestone. If a written response is not received within two weeks (14 Days), the work shall be deemed as automatically approved by the Client and published.

Project Timing: Project timings are based on your selected plan and will factor in any extras you have added to the quote. Changes to the scope of the project (website plan) during the project will incur additional fees (see our rates). They will impact the delivery date unless these changes are delivered after the initial website plan is delivered.

If the project is delayed by an unscheduled Client delay of over two weeks, the Agency may put the project on hold. Restarting the project will have a new project timeline. Projects delayed for more than 3 months may be subject to additional fees if the rates have increased during that period. 

  1. Marketing Plans

All marketing plans consist of the following components delivered in the quantity specified in the plan you selected. Please refer to our plans here:

1.1 Social Media Marketing: Refers to the social media posts created on your behalf.
1.1.1 We create the number of posts selected in your plan. Images for these posts need to be supplied to Koola in a timely fashion to include them in the post. Photography of your business or products is the responsibility of the Client.
1.1.2 If you require specific images that are not part of our free image banks, then additional costs may be incurred and added to your next bill.
1.1.3 Koola creates each social media calendar, copy, design and hashtags in line with current industry best practices. All assets created are edited and proofed before going live. Please refer to our quality assurance section.
1.1.4 Social Media boosting refers to boosting a post with a defined budget to a defined audience. If included in your plan, we will define the audience to get you our maximum benefit from the paid spend.
1.1.5 Competitor research into what they are posting and sharing is at an additional cost. To keep the cost of our plans low, we work on creating new posts for your business. Please supply your account manager with any insights for your posts, or we can quote you on competitor research.
1.1.6 Community management is excluded unless you have added this to your plan. This refers to managing comments and inbox messages on your social media channels.

Social Media Marketing Inclusions & Exclusions:

  1. Includes:
  • Setup or adaption of existing social media pages identified to reach strategic goals.
  • Monthly social post calendar.
  • Graphics and copywriting for posts.
  • Publishing of posts. 
  • Boosting/sponsoring of posts according to selected Marketing Plan budget. If a budget is not specified, this is not included in your plan.
  1. Excludes:
  • Community management (Management of activities from followers/audience).
  • Social media advertising campaigns (refer to 1.2).


1.2 Social media advertising: Refers to adverts created for and run on any social media network (LinkedIn, Facebook, Instagram, TikTok, Pinterest and more).
1.2.1 We create the adverts for your chosen plan and chosen social media platforms. Specific copy and images for these posts need to be supplied to Koola in a timely fashion to include them in the adverts. Photography of your business or products is the responsibility of the Client.
1.2.2 If you require specific images that are not part of our free image banks, then additional costs may be incurred and added to your next bill.
1.2.3 Koola creates each social media advert: copy and design in line with current industry best practices. All assets created are edited and proofed before going live. Please refer to our quality assurance section.
1.2.4 The budget allocated to social media adverts is to be spent on the social media platform you have chosen. We will specify the audiences for these adverts to get you the maximum performance for your paid spend.
1.2.5 Adverts may not be usable across other social media platforms, and therefore additional fees may apply.
1.2.6 All social advertising budgets need to be paid in advance if a credit card is not provided for the fees. Ad accounts will be paused if we do not have the funds. Advanced payment must be received in order to put your adverts live.
1.2.7 Koola Digital will require admin-level access to your social media platforms and advertising accounts if they are active. 

Social Media Advertising Inclusions & Exclusions:

  1. Includes:
  • Setup or adaption of existing social media pages identified to reach strategic goals. This includes setup of the advertising accounts on your chosen social media platforms. 
  • Specified number of social adverts as per the chosen plan.
  • Graphics and copywriting for adverts, limited to available stock images or supplied imagery.
  • Publishing and setup of adverts in the specified social platform/s (Facebook, Instagram, TikTok, LinkedIn, Pinterest)
  1. Excludes:
  • Community management (Management of activities from followers/audience).
  • Social media posts are excluded unless they are part of the selected plan.
  • Boosting/sponsoring of posts is excluded as part of social media advertising and falls under Social Media. 
  • Additional formats of the same adverts (using a Facebook advert for LinkedIn or Instagram) can be included for a fee of $95–$190 per additional platform. 
  • Video adverts are excluded unless specified in the marketing plan. Video adverts start at $380 per video. 
  • Advertising budgets must be received in advance as no adverts will go live without the monies being received by Koola Digital. Delays in payments will affect your goals and our ability to achieve them. 



1.3 Email Marketing: Refers to the marketing emails sent to your customer database.
1.3.1 Email marketing does not include purchasing or securing a database on your behalf. Koola does not purchase or sell databases. Email marketing is reserved for your client or lead database.
1.3.2 We create the copy, images and use the templatised design provided by your marketing website. Specific images and content should be provided to Koola in a timely fashion. Photography of your business or products is the responsibility of the Client.
1.3.3 We create emails in line with industry best practices, and all emails are checked in accordance with our quality assurance process. With this in mind, the final approval is the responsibility of the Client and therefore any content, links and images in the email must be checked before it is sent.
1.3.4 The email list needs to be provided to Koola in an excel spreadsheet with specific defined fields. If any database cleanup is required, there will be an additional cost. Please note we do not do any data mining or database building. Koola reserves the right to refuse the use of any database the Client has purchased. This is in line with global data laws and those prescribed in your region. If a Client’s email tool is suspended due to database irregularities, it will be the responsibility of the Client to reverse the suspension with the third-party supplier (Mailchimp, Shopify, Campaign Monitor and more).
1.3.5 All database and customer data provided to Koola falls within our non-disclosure portion of this agreement. Koola will not retain this data or distribute this data under any circumstance.
1.3.6 Koola cannot be held responsible for any emails sent to persons on your database who have previously unsubscribed. We rely on the Client to provide the correct data or check the data before sending. We therefore cannot manage the unsubscribe emails that the Client has received as a result of this email.

Email Marketing Inclusions & Exclusions:

a. Includes:

  • Setup or adaption of new or existing email marketing tool. This includes importing of Client information where necessary. 
  • Graphics and copywriting for email marketing.
  • Scheduling of emails. 
  • Reporting on email marketing.

b.Excludes:


  • Website content that should be available to support email marketing. If additional content is required, articles are charged at an additional fee. Content may also be charged at an hourly rate if it falls outside of the email. 
  • Buying or sourcing of any unsolicited email marketing list or database. We only market to the email contacts provided by the Client. 
  • The quality of email databases may cause your email tool to be suspended. Koola Digital is not responsible for the quality of your email marketing list, and we can only provide recommendations post sending out the campaigns. 
  • Additional time to work on client databases for purposes of email marketing will be charged at an hourly rate. 


1.4 Paid Media Advertising: Refers to any and all advertising where Koola pays for adverts on your behalf.
1.4.1 Paid media includes all of the Google advertising network and all other third-party advertising networks where we place your adverts, not including social media channels which is covered in Social Media Adverts (Refer to 1.2).
1.4.2 Koola Digital will create the copy, design and type of advert in line with industry best practices. If you have specific copy and images for these adverts, they need to be supplied to Koola Digital in a timely fashion to include them in the adverts. Photography of your business or products is the responsibility of the Client to provide.
1.4.3 The budget allocated to paid media adverts is to be spent on the advert types you have selected. We will specify the audiences for these adverts to get you the maximum performance for your paid spend.
1.4.4 Adverts may be used across other social media platforms or advert types for an additional fee. Converting Google adverts to other platforms will be charged accordingly.
1.4.5 All paid media budgets need to be paid in advance, and payment must be received in order to put your adverts live. Delays in payments will affect your goals and our ability to achieve them. 


Google Ad/PPC services inclusions and exclusions

Includes:

    • Setup of Ad Groups according to the selected Marketing Plan.
  • Account setup or accounts will be added to Koola My Client Centre to manage (MCC).
    • Audience setup in line with marketing strategy.
    • Optimal Bid setting as per strategy and objectives.
    • Copywriting for AdWords and display ads.
    • Campaigns and group setup with approved copy and graphics.
    • Monthly reporting and performance optimisation.
    Excludes:
    • Additional Ad Groups or campaigns not included in the selected Marketing Plan. These can be added at an additional cost.
    • Excluded video adverts unless specified in the plan. Video Adverts can be added at an additional fee.
    • Advertising budgets must be received in advance as no adverts will go live without the monies being received by Koola Digital. Delays in payments will affect your goals and our ability to achieve them. 


    1.5 SEO: Refers to search engine optimisation, which may include optimising the backend of the website, content and more to improve your search visibility online.
    1.5.1 No SEO results are guaranteed, and therefore we combine SEO with paid advertising, social media advertising and more to round out the marketing mix for a customer.
    1.5.2. All SEO plans or hours include research and the creation of content or assets to improve SEO. Therefore all SEO plans or hours are accompanied by website support hours to ensure we can implement these SEO elements onto your website.
    1.5.3 Specific keywords can be provided to Koola if you have researched these before. We will indicate if any of them are too low quality to implement (search volume is too small to rank for the keyword).
    1.5.4 Where you are taking an SEO plan on an existing site (not built by Koola), we may specify that we can only improve content and basic SEO where the advanced technical SEO may be excluded depending on the website.

    SEO Inclusions & Exclusions:

    1. Includes:
    • Activation and configuration of built-in SEO module.
    • Sitemap/robots.txt install.
    • Keyword research based on strategy identified in requirements workshop.
    • Population of content with necessary keywords, metas and tags.
    • Google My Business setup and optimisation.
    • Adherence to technical SEO best practices (e.g., mobile display, site speed, image compression etc.).
    1. Excludes:
    • Backlinking strategies.
    • Any additional content required for SEO (blogs, assets).
    • Third-party SEO tools and apps installation and configuration.
    • Budget to sponsor specific SEO keywords, which can be added at an extra fee.


    1.6 Content: Refers to any content created for the Client for the website, brochures, campaigns and more.
    1.6.1 Most content is specified by the Client unless Koola is unable to achieve campaign or marketing goals without a particular piece of content e.g., Brochure, Product guide etc. Therefore we request that the Client helps to drive the content brief to Koola to ensure the outcome is in line with the Client’s expectations.
    1.6.2 Unless specified, all research for content writing is excluded and must be charged for or provided by the Client.
    1.6.3 Koola will create the copy, and where specified, the design in line with industry best practices. Specific copy and images need to be supplied to Koola in a timely fashion to include them in the adverts. Photography of your business or products is the responsibility of the Client.
    1.6.4 All content is edited and proofed in line with our quality assurance process. But the final product must be checked and approved by the Client.
    1.6.5 All content is subject to one round of changes. Changes need to be provided within 14 days to Koola once it has been assigned or sent to you for approval. 

    Content Writing inclusions and exclusions;

    1. Includes:
      • Digital persona identification.
      • Copywriting for web pages and modules as laid out in the prototype.
      • Copy re-writing of supplied copy.
      • Copy editing of supplied copy.
      • Blog/article content as per selected marketing plan.
      • Social posts and ad writing.
      • Google Ad writing.
      • Automated/news/marketing emails. 
    2. Excludes:
      • Any content writing not included in the above.
      • Technical writing or writing that requires extensive research. Technical and industry-related information must be provided to Koola Digital by the customer.

    1.7 Reporting: Refers to Koola’s standard reports that will provide the following:

    1.7.1 Website Traffic Report: Insights into website traffic, new vs returning visitors, traffic sources.
    1.7.2 Goals vs Actual Report: Insights into the marketing or business goal vs the actual performance in regard to marketing activities.
    1.7.3 Paid advert report available with our marketing and paid media plans.
    1.7.4 Social media report available with our marketing and social media plans.
    1.7.5 SEO report available with our SEO  and marketing plans.
    1.7.6 E-commerce/Revenue reports are available with our ecommerce plans.

    Reporting inclusions and exclusions:

    1. Includes:
      • Setup and installation of Google Analytics where necessary.
      • Analytics integration with Databox. (Prefered dashboard)
      • Setup of Databox dashboards to display reporting from platforms used by the Client.
      • Conversion tracking setup.
      • Monthly report setup and scheduling.
    1. Excludes:
    • Custom reporting on metrics or elements not included above.

    1.8 Support hours included in Marketing or Support plans. Please refer to 2. Support Plans.

    1. Support Plans

    The Agency offers ongoing support, maintenance and performance improvements for active marketing or websites. In order to accept support requests, the Client must have an active support plan in place. Please see our support plans here:


    1.2.1 Support: Support services include the triage and repair of issues reported with a live website. Support hours refer to the hours our support teams will use to update, maintain and improve your website. 

    1.2.2 Reporting of Issues: Any support requests or issues must be submitted by email to help@koola.digital to ensure that your request is logged correctly. 

    1.2.3 Response Time: The Agency will aim to reply to written support requests within two hours, wherein we will communicate the resolution time depending on the complexity of the issue. 

    1.2.4 Resolution Time: Resolution of issues will be handled by priority, and urgent requests may affect the delivery of your regular work or campaigns.

    1.2.5 Support tasks are evaluated to be of High, Medium or Normal priority.
    - High-priority tasks include issues that impact the running of your business, your customers’ ability to contact you or purchase from your business. We aim to resolve these on the same day that this is logged, but we will communicate a resolution time depending on the size of the task or issue.
    - Medium-priority tasks are issues that have an impact on you running specific tasks, but your customers are still able to buy or contact your business. This may include time-sensitive price updates, special offers and customer communications for service outages. We aim to complete these within 1-2 business days.
    - Normal-priority tasks have no impact on running your business and will be scheduled into the next available timeslot. We will aim to complete these within 2-5 working days. 

    Technical Support Retainers inclusions and exclusions

    1. Includes:
      • Website support retainers are available to Koola clients to fix technical issues that may occur and ensure websites and platforms are well maintained and secure within the parameters of the selected platforms.
      • Koola may be able to help out with legacy/historic system setups but will not be held responsible for issues on these platforms or systems.
    2. Excludes:
      • Additional design, development, content creation or management or any other service included in Koola Marketing Plans or Website Packages.
      • Support hours cannot be used for social media, content, paid media or website additions. 

    3. Website Plans

    Intro

    3.1 Web Design 

    1. Includes: 
      • Template and theme selection in line with company objectives, product/service set, brand personality and optimal customer journey.
      • Template and theme configuration to meet company objectives, product/service set, brand personality and optimal customer journey.
      • Image/graphic selection from free stock libraries and adaption to fit template and theme.
      • Social posts and ads. 
      • Google Display Ads.
      • Automated/news/marketing email design.
    2. Excludes: 
      • Custom theme/template adaptations.
      • Custom design elements (e.g., illustrations, iconography).
      • Production of rich media (e.g., video production, animations).
      • Photoshoots.
      • Sourcing, editing and adaptation of product/service imagery.
      • Stock imagery from paid-for libraries unless supplied by the Client.

    3.2 Website Development; 

    1. Includes:
    • Site configuration and selected template implementation.
    • Addition of apps to increase functionality or design capability of the site. 
    • Theme/template configuration to accompany the design.
    • Population of content within the selected template.
    • Product and service population from spreadsheet supplied by the Client.
    • Custom or advanced business logic setup.
    • Automated/News/Marketing email setup.
    • Security - strict adherence to security protocols as set out by chosen website.
    • Internal acceptance testing and bug fixing.
    1. Excludes:
    • Any additional or bespoke development of coding for custom functionality or elements.

    3.3 Website Warranty:
    The Agency will provide patches and fixes for bugs or issues for work carried out by the Agency as part of the project process.

    Bugs and issues found in features that were previously approved by the Client will not be covered by the warranty and will attract additional costs to remedy. Issues must be reported by the Client within 21 days following the date of project completion, as defined by the date the Client signs off on the project or work.

    We encourage all Clients to have a support retainer to allow for the changes that will happen after a website goes live. 

    The Client has access to change or update the website. Any issues or bugs introduced by the Client will be fixed under a support retainer, or a quote will be provided to fix the issue.

    3.4 Domain Name Acquisition

    1. Includes:
    • Repoint existing domain name (URL) to selected website.
    • Check availability of new domain names if required.
    • Facilitate the purchase of approved domain names if required. 
    • SSL certificate as supplied by our CMS platforms. Shopify, Wix and Squarespace come standard with an SSL certificate.
    1. Excludes:
    • Purchase price of any new domain names. This will be for the Client’s account.

    1. Payment Terms

      1. All retainer payments are due prior to the 1st working day of each month. If you are on a recurring billing plan with Koola, funds will be deducted on the last day of the month. Invoices are sent out 14 days prior. 
      2. All retainers are billed in advance so that we receive your paid media funds for each new month by the 1st day of each month. If you are on a recurring billing plan with Koola, funds will be deducted on the last day of the month. 
      3. The Agency reserves the right to freeze all work until accounts are settled. 
      4. Projects are billed at a 50% deposit to start the work and a 50% balance before the website or project goes live. Project invoices must be paid within 14 days from the invoice date, and work will not commence until the 50% deposit has been received. 
      5. Hourly rates: If the issue or work requested falls outside of a retainer, we will provide you with a quote. Once approved, an invoice will be issued which must be paid within 14 days from the invoice date. If booked through the portal, the value may be paid instantly to proceed with work. 
      6. All third-party or platform fees fall outside of our retainer. We will issue a credit card authorisation form at the beginning of the plan to take your platform live. Thereafter the Client will have access to change billing details and update the plan. 

    Media Budgets & Spend: The Client will be invoiced in advance and payment must be settled before any campaign goes live. 

    If the Client is paying for media directly, they will need to have set up or arranged for payment to the media platform or company at least a week in advance of any campaign going live.

    Materials: Licences, media files, specialised software, server costs, hosting costs, code versioning services, project management tools or any other assets or services required for any project or marketing retainer will be pre-approved by the Client. If any of the above are additional to the agreed Marketing Plan or Website Plan, they will be charged separately. The Client will not buy the materials or services directly unless agreed upon in writing.

    Deposits: To begin work, all projects require a 50% deposit. The Client will provide the Agency with the initial payment as per the terms defined above. Work will only be scheduled once the deposit is received. 

    Increases: Annual increases will be communicated each year for Marketing Plans, Support Plans and Media budgets.

    Cancellation: Due to the strategic nature of digital marketing, it is highly recommended that a client commits to at least three months of services from the Agency.

    We require a 30-day notice period for cancellation. This allows us to publish any work done for the following month. Should the Client terminate services with immediate effect, a cancellation fee will be charged to cover any direct expenses incurred or prepaid by the Agency. This will be calculated and communicated at the point of exit.

    1. Communications

    The Agency has predetermined contact points per the Marketing Plan and Website Plan. They are as follows: 

    Marketing Retainers: Two client calls/online meetings per month or one longer online meeting or call. An agenda, status sheet and items to discuss will be sent before this meeting. Please raise any requirements or issues during this session. You are welcome to contact help@koola.digital for any support tasks and include your account manager in those messages. 

    Projects: Weekly updates via email, milestone checks ins and sign-off meetings. 

    Points of Contact: 

    Marketing contact: Marketing@koola.digital will communicate with you regarding your marketing retainer. 

    Website projects: Web@koola.digital will communicate with you regarding your website project. 

    Support: All support requests will go to help@koola.digital. 

    An account manager will take you through your meetings. You are welcome to contact your account manager with ad-hoc requests, but please CC the relevant team (Marketing, Web or Support) to ensure we look after your request as quickly as possible. 

    Project/Account Management & Communication

    Business day/hour: For the purposes of this contract, “business days” and “business hours” shall be defined as Monday-Friday, from 9am to 5pm AWST and GMT+8.

    Tracking Software: The Agency will manage work using project tracking software called “Productive” and Google Documents. You will be granted access for ongoing marketing purposes. This system will serve as a primary mode of communication, documentation and reporting. Any approval made within the system by the Client will be considered official written approval.

      1. Ownership
        1. Intellectual Property & Ownership: As defined in the applicable Quotes, the Agency will provide the completed deliverables (“Finished Product(s)”) to the Client in the form of live solutions and systems and other asset files. The Finished Product(s) does not include process materials, comps, prototypes, notes, or other assets generated throughout the project unless specifically stated within the Quote. The Finished Product(s) become the exclusive property of the Client upon acceptance of delivery and complete payment of all terms as set forth in the Quote(s).

          The Finished Product(s) may include content from third parties, integrated with services, open source projects, or whose intellectual property rights (such as copyrights, trade secrets, patents, etc.) are entirely owned by the Client The Client represents and warrants that it has a legal right to use any such existing content in the creation of the Finished Product(s). The Client’s right to use such content is subject to the licences provided in this MSA, the Quote, and licences specifically defined by their respective owners. Such code and other underlying technologies do NOT become the property of the Client, only the Finished Product(s). No rights to these dependencies are expressed or implied.
  • Agency Product Lines
          • The Agency’s Frameworks are development tool sets owned and managed by the Agency. Code from these tools is embedded and licensed for the Client’s use in combination with the Finished Product(s). The Client will not distribute or use the tools on projects outside of those defined within the associated Quotes or otherwise utilise them in a manner objectionable to the Agency. 
          • Finished Product(s): Unless a specific time period is defined within the Quote, the Client may use the Finished Product(s) indefinitely so long as the Client continues to comply with the terms of this Agreement and any applicable Quote. 
  • Data Protection
        • Both parties will to the fullest extent comply with all applicable requirements and obligations of the Data Protection Laws.
        • Each party consents to its Personal Information being processed by the other party from time to time in connection with this agreement or otherwise as permitted in terms of Data Protection Laws.
        • Each party shall take all appropriate technical and organisational security measures to ensure that Personal Information (“Discloser’s Data”) supplied to it by the other party (“Discloser”) in connection with this agreement is protected against loss, destruction and damage and against unauthorised access, use, modification, deletion, disclosure or other misuse. 
        • The Client will ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of Personal Information relating to its Clients, to Koola Digital, for the duration and purposes of any Project and/or Statement of Works.
        • Each party shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to the Discloser’s Data, and shall establish and maintain appropriate safeguards against any risks identified. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards.
        • Each party warrants, represents and undertakes that it shall ensure that its technology on which the Discloser’s Data is processed shall at all times be in a standard no less than the standards which are in compliance with the Good Industry Practice for the protection, control and use of the Discloser’s Data.
        • Each party shall ensure that all persons processing Personal Information on its behalf shall, in respect of the Discloser’s Data:
          1. not process any of the Discloser’s Data (including personal or private information or personnel, clients or customers) for any purpose other than to the extent necessary;
          2. comply with any request made or direction given by the Discloser in connection with the requirements of all Data Protection Laws applicable to this agreement;
          3. not do or permit anything to be done which might jeopardise or contravene any Data Protection Laws applicable to this agreement;
          4. notify the Discloser immediately of a data breach, or a suspected data breach; and
          5. not disclose the Discloser’s Data without the written authority of the Discloser, and immediately notify the Discloser where it becomes aware that a disclosure of the Discloser’s Data may be required by law.
        • Koola Digital shall, in relation to any Personal Information relating to the Client and/or any customers of the Client, processed in connection with the performance of its obligations in terms of this agreement and/or any Statement of Works:
          1. process that Personal Information only on the Client's written instructions unless League is required by applicable laws and/or Data Protection Laws to otherwise process that Personal Information;
          2. endeavour to have in place appropriate measures to protect against unauthorised or unlawful processing of and against accidental loss or destruction of, or damage to such Personal Information;
          3. ensure that all personnel who have access to and/or process such Personal Information keep such Personal Information confidential;
          4. notify the Client without undue delay on becoming aware of a Personal Information breach;
          5. at the Client’s written direction, delete or return Personal Information (and any copies) to the Client on termination of this agreement unless required by any applicable law to store the Personal Information; and
          6. maintain records and information to demonstrate its compliance with this clause.
      1. Acknowledgement: We take great pride in our work and like to share our combined success. The Client agrees that the Agency shall have the right to include the relevant Client brand within its roster of clients. When publicly available, the Client’s project will be directly referenced as part of the Agency’s business portfolio.
    1. Limits

      1. Dependencies: The Agency is not responsible for any delay or defect caused by separate third parties or the Client’s in-house teams except in such cases where the Agency has engaged such third party to perform a portion of the Agency's obligation under any applicable Quote.
      2. APIs & Third-Party Services: The Agency is not responsible for the uptime, performance or stability of any third-party service. Should an API or service change and in any way affect the application or alter the scope, additional budget may be required and the timeline may be affected. The Agency will document all required integration points upon request.
      3. Content & Copyright: The Client is ultimately responsible for the creation, design, review and final quality of all content not created by the Agency on behalf of the Client. 

    The Agency and the Client will both observe applicable copyright and trademark laws. The Client will obtain permission from any copyright owner to use their asset (stock media, code library or snippet, font and third-party tool) that has any restrictions, requires payment or affects the copyright or ownership of the deliverable.

    1. Hosting Services: The Agency uses only third-party websites and marketing tools that are hosted in the cloud. The Client will be responsible for paying those third-party tools a monthly fee to maintain the hosting service on that website. These include but are not limited to Shopify, Squarespace, Duda, Wix, HubSpot, SharpSpring and Mailchimp. 

    Additional hosting or server space required is the Client's own responsibility. 

    1. Backups: The Agency only keeps design files, content, screen proof and details of your project or marketing. But we do not have a backup of your tools or system. 
    2. Security: Although the Agency makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, the Agency can in no way guarantee that the Finished Product(s) will not be subject to security breaches. The Agency recommends the use of strong passwords and the observance of standard security practices. In order to minimise the chances of security violations, systems should be updated often. 
    3. Independent Contractors: The Agency may, at its sole discretion, engage subcontractors to fulfil any portion of this Agreement or the Quote or delegate its obligations to a third party, provided that such delegation shall not relieve the Agency of its obligations hereunder or thereunder.
    4. Non-solicitation: If during or within one year of termination of this agreement, the Client solicits and then hires or contracts with any employee or independent contractor of the Agency, the Client will agree to pay the Agency a finder’s fee of 25% of the annual salary or contract fees offered to the contractor or employee. Said payment will be rendered within 30 days of hiring or contracting the contractor or employee.
    5. Limited Liability: The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by the Client of the output of the software or any reliance thereon; (c) obtaining the required licences and respect copyright for any and all third party assets including but not limited to fonts, media, and software and (d) taking any and all steps necessary to enable both parties to fulfil their obligations under this Agreement and any Quote. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third-party software used with the Finished Product(s) and shall comply with all operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers.

      The Client agrees that any liability of the Agency relating to this Agreement and the services performed shall be limited to the amount of fees actually received by the Agency from the Client under this Agreement regarding the services in question in the immediately preceding six (6) calendar months. In no event shall the Agency be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if the Client is told that any such damages may occur.

      The Agency shall not be liable or responsible, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling any term of this Agreement when such failure or delay results from acts or circumstances beyond reasonable control. Such circumstances include, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution and insurrection, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 30 days, the Client shall be entitled to give notice in writing to terminate this Agreement.
    1. Law

      1. Governing Law: Any and all disputes that may arise between the Agency and the Client regarding the terms of this Agreement shall be construed and enforced in accordance with the laws. In any action arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
      2. Review, Expiration or Cancellation: This Agreement is valid indefinitely from the Effective Date,to protect both the Client and the Agency. 

    Projects are fixed-term engagements. Should a client cancel a project before the work starts, a full refund of the deposit will be allowed. Cancellation at any other milestone point will void the deposit. Projects can be paused if a client needs to do so. 

    Retainers have a 30-day notice period. These run as per the agreed period but will automatically renew unless either party gives notice of termination or nonrenewal within 30 days of the new calendar month. This Agreement may be terminated by either party with a full 30-day written notice. All payments will be due, and all work will be submitted upon the termination.

    The language of this Agreement shall not be interpreted in favour of or against any party as the drafter of this Agreement.

  • Dispute Resolution
      • If any dispute arises between any of the Parties hereto in relation to any matter pertaining to or arising out of this Agreement, then such dispute shall, at the instance of any party, be referred to arbitration by a single arbitrator, in accordance with the provisions of this clause.
    1. Acceptance

    Any change to this contract shall be subject to a mutual written agreement of the parties. The undersigned confirm their mutual agreement to these arrangements.