TERMS AND CONDITIONS OF SERVICE - PPC CONSULTANCY
NB - Your use of Proxiweb Services constitutes acceptance of these terms and conditions
INTRODUCTION
PWA Advertising Pty Ltd. dba Proxiweb PPC Consultancy, will provide professional services as laid out in the agreement below. The terms in the Proposal, as read with these Terms and Conditions (“Agreement”/”Terms”) shall apply to all of the Services provided by Proxiweb International as a company entity, or any Employee of the company in their personal capacity, on behalf of the company ("Proxiweb" / “PWA” / “We / Us” / “Ourselves”) and You, the Customer (“the Customer” / “You” / “Your”).
1. DEFINITIONS
The following expressions shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings:
1.1. “Agreement” shall mean these Terms and Conditions of Service together with all Addendums hereto.
1.2. “Additional Proxiweb Terms” shall mean the terms of any Proposals, Engagement Letters, contract renewals, or written amendments to this Agreement, as agreed between Ourselves and You from time to time.
1.3. “Customer Data” shall mean all Personal Information of Data Subjects, as well as any other information, content, resources or IP provided to Us, by You, for the provision of the Services, or otherwise collected by Us, on Your behalf, in providing the Services;
1.4. “Customer Personal Information” shall mean all Personal Information belonging to You in Your capacity either as a natural person, or as a juristic person;
1.5. “Data Protection Laws” shall mean all South African legislation and regulations protecting the fundamental rights and freedoms of individuals in respect of their right
to privacy with respect to the processing of personal information - in particular, the Protection of Personal Information Act, 2013;
1.6. “Data Processing Agreement” shall mean the agreement entered into between Ourselves and You, which outlines the various terms applicable to Processing activities conducted by and between Ourselves and Yourself.
1.7. “Data Subject” shall mean any person to whom Personal Information relates;
1.8. “Engagement Letter” shall mean the letter received by You after accepting Our Proposal for Proxiweb Services;
1.9. “Fees” shall mean all onboarding fees; management fees; content creation fees and other once-off fees applicable to Our Services.
1.10. “Intellectual Property” shall mean any know-how (not in the public domain), invention (whether or not patented), design, trade mark (whether or not registered), or
copyright material (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property. For the purposes of this definition, “Copyright Material” means any material in which copyright subsists;
1.11. “Parties” shall mean Us, Proxiweb (Pty) Ltd, and You, collectively. The term ‘Party’ shall mean either Ourselves or You, as determined by the context.
1.12. “Personal Information” shall mean any information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person (a) information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person; (b) information relating to the education or the medical, financial, criminal or employment history of the person; (c) any identifying number, symbol, e-mail address, physical address, telephone number, location information, online identifier or other particular assignment to the person; (d) the biometric information of the person; (e) the personal opinions, views or preferences of the person; (f) correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence; (g) the views or opinions of another individual about the person; and (h) the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person;
1.13. “Process/Processing” shall mean any operation or activity or any set of operations, whether or not by automatic means, concerning Personal Information, including — (a) the collection, receipt, recording, organisation, collation, storage, updating or modification, retrieval, alteration, consultation or use; (b) dissemination by means of transmission, distribution or making available in any other form; or (c) merging, linking, as well as restriction, degradation, erasure or destruction of information;
1.14. “Proposal” shall mean the proposal accepted by You when requesting Services from Proxiweb;
1.15. “Services” shall mean any digital marketing services which We provide to You pursuant to this Agreement, as described more fully in Clause 4.1;
1.16. “Proxiweb” means Proxiweb International (Pty) Ltd (Reg No: 2015 / 328212 / 07); and
1.17. “Third-Party” shall mean any other natural or juristic person that is not You, or Ourselves;
2. ACCEPTANCE OF THESE TERMS AND CONDITIONS
2.1. These Terms and Conditions, as read with any Additional Proxiweb Terms, shall constitute a valid and binding Agreement between the Parties.
2.2. You agree to be bound by any affirmation, assent, communication or agreement that You provide electronically to Proxiweb.
2.3. You agree that the use of our services, or when You click on “I agree,” “I Consent,” “Submit,” or other similarly worded “button” or entry field with Your mouse, keystroke or other computer device, Your agreement or consent will be legally binding and enforceable and the legal equivalent of Your handwritten signature.
2.4. Upon acceptance of Our Proposal and these Terms, You will receive an email containing a PDF copy of this Agreement as well as two links: one for Our online questionnaire and another for Our secure payment platform. Please note:
2.4.1. Work will not commence until the two forms have been completed;
2.4.2. Once the two forms are submitted, Our monthly management fee and initial onboarding fees will be processed against Your credit card so as to begin on-boarding Your Proxiweb account onto Our system.
3. DURATION, RENEWALS & CANCELLATIONS
3.1. This Agreement shall commence upon acceptance of Our Proposal.
3.2. Duration: Except where specifically provided for in this Agreement, this Agreement will subsist and will be enforceable so long as Our Services are being provided to You. In this regard, Our Proposal and Engagement Letter set out the duration of this Agreement and for which You will receive Our Services. Where no fixed-term duration has been provided, this Agreement and Our Services will automatically default to a month-to-month duration.
3.3. Renewals: any terms of renewal agreed upon between Ourselves and You will be detailed in Our Proposal and Engagement Letter.
3.4. Cancellation: this Agreement and Our Services may be cancelled at any time after the first 90 days, upon 1 (one) calendar month written notice to Ourselves.
4. SERVICES
4.1. The Proxiweb Services that you have requested are governed by this Agreement and are described in Our Proposal and Engagement Letter.
4.2. We undertake to render the Services to You as set out in this Agreement. Where You require Us to render additional Services to You that are not included in a Proposal or Engagement Letter, We will not be obliged to render any additional Services to You unless reduced to a written agreement between ourselves, which may take the form of an additional Proposal or quote delivered by Us to You detailing such additional Services.
4.3. We reserve the right to charge for any revisions to work performed as part of Our Services.
4.4. We reserve the right to deliver timeously on all written client requests and instructions. Turn-around times on any / all service requests remain at Our own discression.
5. FEES & PAYMENT FOR SERVICES
Fees
5.1. As described in Our Proposal and Engagement Letter, by utilising Our Services You will be responsible for various Fees.
5.2. Our Fees are subject to an annual price increase at Our sole discretion. Such price increases will be communicated to you in advance.
5.3. We reserve the right to amend any estimated quoted costs and Fees as contained in the Proposal prior to commencement of any Services.
5.4. All Fees contained in Our Proposals and Engagement Letters are not eligible for VAT.
5.5. All Fees must be paid in advance.
Google Ad Spend
5.6. Google Ad Spend Fees are charged directly by Google on a monthly basis:
5.6.1. These are paid to Google directly via Your credit card.
5.6.2. Please note that where You choose to have Google charge Your credit card directly for ad spend, Proxiweb will collect Your credit card information on behalf of Google, who will then process Your information to bill You.
5.6.3. We do not process the card transaction and shall not be held liable in any way whatsoever for any issues that may arise from Google billing your credit card directly.
5.6.4. All Google Invoices and statements will be made available to you 7 – 10 days after the previous month ends.
5.7. If We pay Google on your behalf:
5.7.1. You will receive a Proxiweb invoice for the respective Google Ad Spend
Fees;
5.7.2. You will be required to settle all amounts monthly in advance for Your Google Ad Spend.
5.7.3. You will be responsible for all payment related and transfer fees.
Discounts and Prepayments
5.8. Where You choose a fixed-term duration to receive Our Services and where You agree to pay Our management fees in-advance, We may offer You a discount on Our fees.
Such discounts will be detailed in Our Proposal and Engagement letter to You and are entirely at Our sole discretion.
5.9. If You choose to pay Us in accordance with a prepayment discount, and You have paid Our management fees in advance, Your cancellation during a prepayment term will
result in no refund being due or owing to You.
Payment
5.10. The method of payment for all Fees associated with Our Services are described in Our Proposal and Engagement Letter. The default payment method is via credit card
transactions through a payment-gateway.
5.11. In return for the Services rendered, You undertake to make payment to Us of all amounts that become due, owing and payable in terms of this Agreement. Where a payment due to Us has not been received for any reason, You undertake to make payment via an alternative method and provide Ourselves with proof of payment within 3 (three) business days.
5.12. Non-payment of Our Fees within a period of 3 (three) business days, shall result in Your social and marketing accounts being paused until payment is received.
5.13. Without impacting any of Our other rights in law, failure to settle outstanding invoices or fees in advance will result in Your Google Ads/Facebook/Instagram or other digital marketing accounts being paused until such payment/s are received.
5.14. You shall not be entitled to withhold payment of any amount payable to Us in terms of this Agreement for any reason whatsoever.
5.15. We shall be entitled to charge interest on all overdue amounts at the monthly compounded rate of 10% which interest shall be calculated monthly in arrears on all overdue amounts. Any interest not paid shall be capitalised on the last day of each month. Interest shall becoming due, owing and payable after 30 days of non-payment.
Proxiweb Plan Upgrades
5.16. At Your discretion, You may, at any time, upgrade your current Services to take advantage of more complex inbound marketing solutions. Any upgrades shall be subject to the terms of this Agreement, as read with any Additional Proxiweb Terms.
6. REFUNDS
6.1. If You accept a Proposal for a fixed-term, pay Our management fees in advance, and decide to cancel this Agreement for Our Services before the expiry of the fixed-term,
no refunds will be due to you.
7. PAYMENT ACQUISITION AND INVOICES
7.1. We make use of an independent Third-Party payment gateway to process all credit card transactions for Proxiweb Services. Except as described in Clause 5.5, We do not process any financial or credit card transactions on behalf of Our customers.
7.2. Card transactions will be acquired for Proxiweb via walletdoc.com who are the approved payment gateway for all South African Acquiring Banks.
7.2.1. Walletdoc.com uses the strictest form of encryption, namely: Secure Socket Layer 3 (SSL3) and no Card details are stored on the website.
7.2.2. Customers may go to walletdoc.com to view their security certificate and security policy.
7.2.3. Transaction currency is South African Rand (ZAR).
7.3. Customers are advised to familiarise themselves with the terms, conditions and privacy practices of the Third-Party payment gateways provided for before proceeding with a credit card transaction for Our Services. By using the Services of a Third-Party payment gateway, Customers understand and agree that use thereof is entirely at their own risk and cost.
7.4. We disclaim all responsibility for, and shall in no way be liable for, the manner in which Your financial and credit card information (including Personal Information) is processed by a Third-Party payment gateway.
7.5. All invoices and/or statements rendered by Us shall be deemed to be correct and conclusive proof of all amounts owing by You, unless disputed in writing, by You, within 10 (ten) days after We furnish the invoices and/or statement.
7.6. All invoices shall be paid in advance.
8. CALL TRACKING
8.1. Use of the Proxiweb Call Tracking Solution includes 1 (one) free, local number, and 100 (one hundred) free minutes every month. If you exceed the 100 (one hundred) free minutes of call time in a given month, all minutes will be charged at R2.50 per minute of recorded time. We will notify you of the cost for recorded inbound calls for your account.
8.2. In order to make use of Our Call Tracking service and have Proxiweb supply You with a unique call tracking number for Our marketing Services, We are required to submit a copy of Your business registration document and an identity document of a company director as per South Africa’s Regulation of Interception of Communications and Provision of Communication-related Information Act 70 of 2002. In this regard, You expressly consent to Us processing Your Personal Information for such purposes.
8.3. When making use of Our Call Tracking solution, You understand that You are Processing the Personal Information of Data Subjects and therefore, warrant that You shall use Our Call Tracking Solution in accordance with all applicable laws and Data Protection Laws. Our Data Processing Agreement [1] [2] sets out the respective roles and responsibilities of Proxiweb, and Yourself, in respect of the Processing of any Personal Information relating to the Services, including Our Call Tracking solution.
9. SUBCONTRACTING
9.1. We shall have the right to appoint subcontractors to perform any or all parts of the Services, in Our sole discretion. Notwithstanding this right, We shall remain obliged to fulfil all obligations to You in terms of this Agreement.
9.2. Where We appoint a subcontractor and such subcontractor is required to Process any Customer Data or Customer Personal Information, the subcontractor will be required
to bind itself to a Data Processing Agreement which subjects the subcontractor to confidentiality, non-disclosure and security requirements.
10. INTELLECTUAL PROPERTY
Ownership of IP
10.1. Where You provide any IP to Us pursuant to this Agreement or any Services, You warrant that You have all necessary permissions and authorisations to do so. In such cases, there shall be no transfer of Intellectual Property Rights and You and/or any applicable Third-Parties will retain ownership of said Intellectual Property Rights.
10.2. Ownership in any and all IP (including derivative works and enrichment of Customer Data) created by Us pursuant to this Agreement and the provision of any Services, shall vest in Us exclusively. Nothing in this Agreement shall indicate a transfer by Us to You of any of Our Intellectual Property, whether such Intellectual Property existed prior to this Agreement or was created during the term of this Agreement or anytime thereafter, unless otherwise agreed to by the Parties in writing.
10.3. Unless explicitly provided for in this Agreement, there shall be no transfer of IP from Us to You, regardless of whether such IP existed prior to this Agreement or was created during the term of this Agreement or anytime thereafter.
Third-Party IP
10.4. You hereby warrant that Our use of any IP delivered by You, to Us, will not violate any Third-Party Intellectual Property Rights. You indemnify, hold Us harmless and assume full responsibility and liability for any and all IP infringement claims that may arise as a result of Our use of any IP provided by You, to Us.
10.5. Notwithstanding any other terms in this Agreement, We reserve the right, at any time, to terminate this Agreement in the event of a violation (whether repeated or not) of any of Our Intellectual Property Rights or those of a Third-Party.
Our Ownership of IP in Google Ads Accounts and Our API
10.6. You acknowledge that all IP in Your Google Ads account built and run through Our Proxiweb API belongs to Us. We exert full ownership of both the Google Ads Account, as well as Our API.
10.7. You retain ownership of all data in Your Google Analytics account which will be linked to Your Google Ads account.Google Analytics and Administrative Access to Google Ads Account
10.8. By default, You, nor any other Third-Party (including other marketing agencies) are not entitled to administrative access of Your Google Ads Account.
10.9. Upon request, and at Our sole and exclusive discretion, We may grant You partial or full administrative access to your Google Analytics account and all historical Google Ads data, which can be seen and downloaded as needed. Any conduct that takes place on the account is Your responsibility and We disclaim all liability with regard thereto. Where any administrative access is granted to You, You undertake not to disclose Your log-in credentials to any Third-Party for any reason whatsoever, including where a Third-Party is contracted to manage and conduct Google marketing for Your business. Any unauthorised access to Your Google Ads account may constitute a breach of Our IP rights in Your Google Ads Account.
11. DATA PROTECTION LAW COMPLIANCE
11.1. We Process Personal Information relating to You (as a natural or juristic person) in line with applicable Data Protection Laws, governed by Our Privacy Policy[LA3] , Our Data Processing Agreement[LA4] , and any legislation as it may apply. Your election to use Our Services indicates your acceptance of the terms of Our Data Processing Agreement.
11.2. By providing Us with any Customer Data (which includes Customer Personal Information), You warrant that You are legally entitled to do so in accordance with applicable Data Protection Laws (you have a lawful basis to Process and share such Personal Information with Us), and that Customer Data is up to date, and accurate. Furthermore, you hereby agree to defend, indemnify and hold Us, Our officers, directors, employees, agents, contractors, and suppliers harmless from and against any claims, damages, actions, losses, liabilities or expenses including without limitation: loss of profits; direct, indirect, incidental, special, consequential or punitive damages; including all legal fees, on an attorney-and-own-client scale, resulting from Our use of Your Customer Data in providing You the Services.
12. BREACH AND TERMINATION
12.1. Should You breach any provision of this Agreement and fail to remedy such breach within 30 (thirty) days of receiving written notice from Us requiring You to do so, then We shall be entitled, without prejudice to any other rights that We may have, whether under this Agreement or in law, to cancel this Agreement immediately on written notice to You or to claim immediate specific performance of all of Your obligations, whether or not due for performance, in either event without prejudice to Our right to claim damages.
12.2. Where this Agreement has been terminated immaturely, You will be required to settle all outstanding Fees owing to Us for the provision of the Services, including all Fees for the month in which a notice of termination has been delivered.
13. WARRANTIES
In addition to any other warranties provided for or disclaimed in this Agreement:
Capacity to Contract
13.1. The Parties warrant that they are under no disability or restriction, whether contractual or otherwise, to conclude this Agreement and that they are duly authorised and legally entitled to enter into this Agreement on the terms as contained herein.
13.2. Your signatory of this Agreement warrants that he/she is duly authorised to sign this Agreement on Your behalf.
Usage
13.3. We specifically disclaim all implied warranties of fitness for a particular purpose, non-infringement and accuracy. We do not warrant that the Services will be error free and operate without disruption. We make no representations or warranties with respect to any Third-Party applications.
Accuracy
13.4. We do not make any warranties as to the accuracy, completeness or reliability of any information provided to You in the course of providing You the Services.
13.5. You warrant that all information provided to Us, including but not limited to Your identity and details, as well as any other information provided for the purposes of Our Proposal and Engagement Letter, are correct.
14. INDEMNITIES
In addition to any other indemnities provided for in this Agreement:
14.1. YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND TO COOPERATE WITH US AS FULLY AS REASONABLY REQUIRED IN THE DEFENCE OF ANY CLAIM AGAINST US, AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, COSTS AND EXPENSES ARISING FROM OR RELATING TO:
14.1.1. CLAIMS BY ANY THIRD-PARTIES RELATING TO ANY INTELLECTUAL PROPERTY RIGHTS INFRINGEMENTS ARISING OUT OF OUR USE OF CUSTOMER DATA OR CONTENT IN PROVIDING YOU OUR SERVICES;
14.1.2. CLAIMS BY ANY THIRD-PARTIES (INCLUDING DATA SUBJECTS) RELATING TO OUR USE OF ANY CUSTOMER DATA OR CUSTOMER PERSONAL INFORMATION IN PROVIDING YOU OUR SERVICES;
14.1.3. CLAIMS BY ANY THIRD-PARTIES (INCLUDING DATA SUBJECTS) ARISING OUT OF A CYBERSECURITY INCIDENT ON YOUR WEBSITE/S; AND/OR
14.1.4. UNLAWFUL OR NEGLIGENT ACTIONS OCCASIONED BY YOU IN RELATION TO THIS AGREEMENT.
14.2. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE AND IN OUR SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.
15. LIMITATION OF LIABILITY
15.1. Proxiweb NOR ITS PARENTS, SUBSIDIARIES OR AFFILIATES WILL BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER SO ARISING.
15.2. OUR ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT WILL BE LIMITED TO THE SPECIFIC CAUSE OF ACTION THAT GIVES RISE TO THE LIABILITY.
15.3 WE WILL NOT BE HELD FINANCIALLY RESPONSIBLE NOR LEGALLY LIABLE FOR DAMAGES AS A RESULT OF ANY NEGLIGENT ACTS, MISTAKES, ERRORS OR OMISSIONS.
16. LEGAL COSTS
Where We take any steps against You for the recovery of any amount owed by You to Us in terms of the Agreement, You shall pay all of Our legal costs, including all disbursements made by Us or Our legal representatives on Our behalf and tracing and collection costs, on the scale as between attorney and own Customer.
17. DOMICILIUM AND NOTICES
17.1. The Parties choose as their domicilium citandi et executandi the addresses as they appear on the Proposal for the service of any process and notice arising out of or in connection with this Agreement.
17.2. Any notices to be served in terms of this Agreement shall be in writing and shall be sufficiently served if sent to the Party to be served at the addresses contained on the instructing letter, by hand, by prepaid registered post, by telefax or by e-mail. The date of delivery (if by hand, telefax or email) shall be deemed to be the date of service, transmission or sending thereof. The date of delivery shall be deemed to be 7 (seven) days after the date of posting, if mailed by registered mail.
18. ARBITRATION
Without any restriction on Your rights to pursue legal recourse in the applicable forum, You agree that any disputes of fact regarding this Agreement or the Services, that cannot be resolved amicably, shall first be referred to confidential arbitration in terms of the Rules of the Arbitration Foundation of Southern Africa (AFSA) and such arbitration shall be conducted in English.
19. WHOLE AGREEMENT
This Agreement, in conjunction with any Additional Proxiweb Terms, constitute the sole record of the Agreement between the Parties and supersedes all previous Agreements. Neither Party shall be bound by any representation, express or implied term, warranty, promise or the like not recorded herein.
20. INTERPRETATIONAL CONFLICT
Unless otherwise stated in this Agreement, in the event of any interpretational conflict between the terms of this Agreement or any Additional Proxiweb Terms, the meaning of the provisions of this Agreement will take precedence.
21. NO VARIATION
No addition to, variation of, novation, or agreed cancellation of this Agreement shall be of any force or effect unless in writing and signed by or on behalf of the Parties.
22. NO INDULGENCE
No indulgence which either Party may grant to the other Party shall constitute a waiver of any of the rights of either Party.
23. SEVERABILITY
If any part of this Agreement is determined to be invalid or unenforceable by a court of a competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.
24. APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by the laws of the Republic of South Africa. You hereby consent to the jurisdiction of the Magistrate’s Courts to determine any action or proceeding arising out of this Agreement, notwithstanding that the amount of any such claim or the value of the subject matter of such action or proceeding may otherwise be beyond the jurisdictional limit of the Magistrate’s Courts. Notwithstanding the above, We shall be entitled to institute legal proceedings in the High Court of South Africa or any other court with competent jurisdiction.
25. CHANGES TO THIS AGREEMENT
We may alter this Agreement at any time, in which case any amended terms shall be effective immediately upon the sharing of the revised Agreement and any subsequent activity in relation to Our Services shall be governed by such amended terms. This Agreement was last updated on 02 June 2021.
26. INFORMATION COMPLIANCE
Full Name PWA Advertising Pty Ltd. dba Proxiweb International
Legal Status Private Company
Registration Details 2015 / 328212 / 07
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Updated - March, 2025