Service Terms and Conditions

1.Definitions and interpretation

1. "Services" means the digital marketing and automation services described in an accepted quotation, and may include strategy, content, paid advertising management, reputation management, CRM configuration, and the design, build and operation of automations.
2. "Automation" means a configured workflow that acts on a trigger without a person initiating each run, including messaging flows, lead routing, quoting and booking flows, and integrations between platforms.
3. "Client platforms" means accounts and systems owned by or licensed to you, including advertising accounts, social profiles, CRM, messaging channels and analytics.
4. In this document, "the Company", "we", "us" and "our" mean AutoHive Artificial Intelligence (Pty) Ltd, registration number 2025/756077/07, trading as Digital Marketing, and "you" and "your" mean the person or entity dealing with us.
5. "Business day" means any day other than a Saturday, a Sunday or a South African public holiday, and "business hours" means 08:30 to 17:00 South African Standard Time on a business day.
6. "Writing" includes email, and "signed" includes a reliable electronic signature as recognised by South African law on electronic communications and transactions.
7. Headings are for convenience only and do not affect interpretation. The singular includes the plural and one gender includes the others.
8. Where any provision conflicts with a right you have under South African consumer protection or data protection legislation that cannot lawfully be excluded, that legislation prevails to the extent of the conflict.

2.Scope, briefs and approvals

1. Each engagement is defined by an accepted quotation. Work outside it is quoted separately before we do it.
2. You appoint one authorised contact for briefs and approvals. Approval given in writing by that contact binds you.
3. Content and campaigns are published only after your approval, except routine scheduled items you have pre-approved as a category in writing.
4. Turnaround times assume you supply source material, access and approvals when asked. Delay on your side moves dependent dates out by at least the same period.

3.Client platforms, access and spend

1. You remain the owner of your platforms, audiences and data. We access them under least-privilege credentials you grant, and you may revoke access at any time, accepting that revocation may suspend dependent Services.
2. Advertising spend is paid by you directly to the advertising platforms unless the quotation states otherwise. Our fees are separate from advertising spend.
3. We manage spend to the budget you set in writing. We are not liable for platform-side billing errors, but we help you dispute them.
4. Platforms change their rules, pricing and APIs without notice. Where a platform change materially affects agreed work, we propose an adjustment rather than absorbing it silently.

4.Automations

1. Automations are built to an agreed specification and handed over only after testing against it with you.
2. An automation acts on real customers. Before go-live we agree its guardrails with you: what it may send, to whom, at what frequency, and where it must hand over to a person.
3. Direct marketing automations are configured to honour South African law on consent and opt-out, including a working unsubscribe on every channel that requires one, and suppression of persons who have opted out.
4. You warrant that the contact lists an automation acts on were collected lawfully and that the necessary consents exist. We may decline to run an automation on a list that does not meet this standard.
5. Monitoring, incident response and change requests after go-live are governed by the SLA at marketing.autohive.co.za/sla.html.

5.Content, compliance and review

1. We prepare content in line with South African advertising and consumer protection standards, including honesty about pricing and claims, and we flag anything that needs your legal or regulatory sign-off in your industry.
2. You are responsible for the factual accuracy of product, pricing and regulatory claims you supply or approve.
3. Content that requires licensed advice in your industry, including financial services, health and legal claims, is published only with your written confirmation that your compliance requirements are met.

6.Intellectual property

1. On payment in full, deliverables created for you are yours: final creative, copy, and campaign assets.
2. We keep ownership of our pre-existing materials, frameworks, prompts, templates and tooling. Where they are embedded in deliverables, you have a non-exclusive licence to use them as part of the deliverables.
3. Automation configurations built for you belong to you on payment in full. Third-party platform subscriptions inside them remain governed by those platforms' terms and need your own accounts to keep running.
4. We may reference completed work in our own portfolio unless you ask us in writing not to.

7.Fees, invoicing and payment

1. Fees are as quoted to you in writing or as published on our website at the time you order. A quotation is valid for the period stated on it, or for fourteen days if no period is stated.
2. Unless stated otherwise, invoices are payable confirm standard payment terms, for example on presentation, or within 7 or 30 days by electronic funds transfer to the account stated on the invoice. We do not accept cash at our premises.
3. If any amount is overdue, we may suspend work or access after giving you written notice, and we may charge interest at the maximum rate permitted by law for the agreement in question.
4. You remain responsible for bank charges on your side, and for providing a correct billing entity, address and, where applicable, VAT number for invoicing.
5. Where a deposit is stated, it secures the engagement or booking, and it is applied, refunded or forfeited as the cancellation provisions applying to your engagement state.
6. Retainers are billed monthly in advance. Unused retainer hours confirm rollover policy, for example roll over one month then lapse.

8.Term and cancellation

1. Ongoing retainers and operated services run until cancelled. Either party may cancel them on one calendar month's written notice, without needing a reason.
2. Project work cancelled by you before completion is billed for work done to the cancellation date, plus third-party costs already committed that we cannot recover, and any deposit is applied to that amount first, with the balance refunded or invoiced as the case may be.
3. Cancellation does not affect fees already accrued, or any statutory cooling-off or cancellation right you have, which applies as the law states it.

9.Confidentiality

1. Each party keeps the other's confidential information secret, uses it only for the engagement, and protects it with at least the care it applies to its own confidential information.
2. Confidential information excludes information that is public through no fault of the receiver, already lawfully known to the receiver, independently developed, or required to be disclosed by law or a competent authority, in which case the receiver gives prompt notice where lawful.
3. This clause survives termination for five years, and indefinitely for trade secrets and personal information.

10.Your consumer rights

1. Nothing in these terms limits any right you have under the Consumer Protection Act or under South African law on electronic transactions, where those apply to you and to the marketing and automation services.
2. Where you conclude a transaction with us entirely electronically, you may have a statutory cooling-off right allowing cancellation within seven days after the transaction or delivery, subject to the exclusions the law sets out. Where the cooling-off right applies, we refund what you have paid within the period the law requires.
3. Where a statutory cooling-off right does not apply, our stated cancellation terms in these terms apply.
4. We aim to write clearly. If any part of these terms is unclear, ask us before you accept them, and we will explain it.
5. You may complain to us first, and we will respond within ten business days. If we cannot resolve the matter, you may approach the consumer protection bodies or ombuds with jurisdiction, or a court.

11.Personal information

1. We process personal information as described in the Digital Marketing privacy notice at marketing.autohive.co.za/privacy.html and the AutoHive estate privacy notice at autohive.co.za/privacy/, in accordance with the Protection of Personal Information Act.
2. Our Information Officer is Barteld Jans Bakker, reachable at Mr.bee@autohive.co.za. You may request access to, correction of, or deletion of your personal information, and you may complain to the Information Regulator (South Africa).
3. Where we process personal information on your instructions as part of a service, the data processing terms in the applicable agreement apply in addition to this clause.

12.Liability and indemnity

1. We perform our obligations with the reasonable skill, care and diligence expected of a competent provider of digital marketing and automation services.
2. To the extent permitted by law, we are not liable for indirect, consequential or special damages, including loss of profit, loss of business, loss of data not caused by our gross negligence, or reputational harm.
3. To the extent permitted by law, our total aggregate liability arising from or connected with an engagement is limited to the amount you actually paid us for that engagement in the six months before the event giving rise to the claim.
4. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for gross negligence or wilful misconduct, or any liability to a consumer that consumer protection legislation does not allow us to exclude.
5. You indemnify us against third-party claims arising from material, instructions or content you supply, or from your unlawful use of our services, except to the extent the claim is caused by our own breach or negligence.

13.Breach, suspension and termination

1. If a party commits a material breach and fails to remedy it within ten business days of written notice, the other party may cancel the affected engagement, without prejudice to other rights.
2. We may suspend services immediately where continued provision would be unlawful, where your account is materially overdue after notice, or where your use threatens the security or integrity of our systems or other clients, and we lift the suspension when the cause is resolved.
3. Either party may cancel immediately if the other is placed in liquidation, business rescue or a comparable process, to the extent the law permits.
4. Clauses that by their nature survive termination, including fees accrued, confidentiality, intellectual property, liability and disputes, survive.

14.Events beyond reasonable control

1. Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, fire, flood, war, riot, epidemic, government action, labour unrest, failure of telecommunications or hosting providers, and sustained interruption of electricity supply, including scheduled load-shedding beyond the ordinary published schedules.
2. The affected party notifies the other promptly, takes reasonable steps to limit the effect, and performance is suspended for the duration of the event.
3. If the event continues for more than thirty days, either party may cancel the affected engagement on written notice, and we refund any amount paid for services not yet delivered.

15.Disputes, governing law and jurisdiction

1. These terms are governed by the law of the Republic of South Africa.
2. The parties first attempt to resolve any dispute by good-faith negotiation between senior representatives within ten business days of written notice of the dispute.
3. If negotiation fails, the parties may agree to mediation in Cape Town or by video conference before either approaches a court or, where agreed in a signed agreement, arbitration.
4. The parties consent to the jurisdiction of the Magistrates' Courts with jurisdiction over our registered address, without excluding either party's right to approach the High Court of South Africa, Western Cape Division.
5. Nothing in this clause prevents a consumer from using any statutory complaint or redress channel available under South African consumer protection law.

16.General

1. These terms, together with any signed agreement, quotation and schedule, are the whole agreement on their subject. No amendment, waiver or cancellation is effective unless in writing and accepted by both parties.
2. If any provision is unenforceable, it is severed and the rest remains in force.
3. Neither party may cede or assign its rights or delegate its obligations without the other's written consent, not unreasonably withheld, except that we may use vetted subcontractors while remaining responsible for their work.
4. No relaxation or indulgence by either party is a waiver of any right.
5. We may update these terms for future engagements by publishing a new version with a new version number and effective date. The version in force when you contracted applies to that engagement.