Terms
CONDUIT GROUP (PTY) LTD
GENERAL TERMS AND CONDITIONS OF SERVICE
Standard terms for all quotations and engagements — marketing, digital and consulting services
Full document available at: [www.conduitsa.com/terms]
Part A — General Terms and Conditions of Service. Part B — Data Processing Terms (applies where Conduit processes personal information on a client's behalf). Conduit's Privacy Notice is published separately at [www.conduitsa.com/privacy].
PART A — GENERAL TERMS AND CONDITIONS OF SERVICE
APPLICATION AND CONTRACT FORMATION
1. Application of these Terms. 1.1 These General Terms and Conditions of Service ("Terms") apply to all services supplied by Conduit Group (Pty) Ltd, registration number 2024/569946/07 ("Conduit"), to any person who requests or accepts services from Conduit (the "Client"), including social media management, digital marketing, paid media, content and creative production, e-commerce support, marketing strategy, and legal and business consulting services (the "Services"). 1.2 These Terms govern every quotation, proposal, order and engagement to the exclusion of any terms and conditions contained in or referred to in the Client's purchase order, vendor onboarding documents, portal or correspondence, unless Conduit has expressly agreed to those terms in writing with specific reference to this clause. 1.3 Where the Client and Conduit have signed a Service Level Agreement or other written agreement for particular Services, that agreement prevails over these Terms in respect of those Services to the extent of any inconsistency, and these Terms apply to any matter not dealt with in that agreement.
2. Quotations and acceptance. 2.1 Quotations and proposals are valid for 30 (thirty) days from their date unless stated otherwise, and are subject to these Terms. 2.2 A binding contract on the terms of the quotation and these Terms comes into existence when the Client accepts the quotation by any of the following: signing and returning it; confirming acceptance in writing (including by email); paying any deposit or first invoice; or instructing Conduit to commence the Services. 2.3 These Terms are incorporated into every quotation by reference in terms of section 11 of the Electronic Communications and Transactions Act 25 of 2002. They are available in full at [www.conduitsa.com/terms] and will be supplied on request. By accepting a quotation the Client confirms that it has read and understood these Terms and that the person accepting is authorised to bind the Client. 2.4 Conduit may decline any request for Services, and may correct any error in a quotation before acceptance. 2.5 The version of these Terms in force on the date of acceptance of the quotation applies to that engagement. Conduit may update these Terms from time to time by publishing a new version at the address above; updates apply to quotations accepted after publication.
3. Scope and variations. 3.1 The Services are as described in the accepted quotation, read with any assumptions, exclusions and volumes stated in it. Anything not expressly included is excluded. 3.2 Either party may request a variation. Conduit will confirm in writing the effect of the variation on fees and timelines, and no variation is binding until confirmed in writing by both parties (which may be by email). Where the Client requests or accepts work outside the quoted scope without a written variation, Conduit may charge for it at its then-current rates. 3.3 Delivery dates and timelines are estimates and depend on the Client meeting its obligations under clause 6; they are extended by any period of Client delay, suspension or force majeure.
SERVICES
4. Standard of performance and results. 4.1 Conduit will perform the Services with reasonable skill and care in accordance with good industry practice. 4.2 The results of marketing, advertising and consulting services depend on many factors outside Conduit's control, including market conditions, the Client's products, pricing, reputation and customer service, competitor conduct, the Client's advertising budget and the algorithms and policies of third-party platforms. Conduit does not guarantee, and is not liable for the failure to achieve, any particular outcome, including any level of reach, engagement, followers, traffic, leads, sales, revenue, return on advertising spend, search ranking or any commercial or legal result. Targets, forecasts and projections are estimates only. 4.3 Deliverables are advisory and creative in nature and are provided for the Client's consideration and use in accordance with the Client's own commercial, brand and legal strategies. The Client remains solely responsible for all decisions taken in reliance on them, including the publication of content. 4.4 Conduit may decline, pause or withdraw any instruction, content or campaign which it reasonably considers unlawful, misleading, defamatory, infringing, contrary to the policies of a third-party platform, or likely to bring Conduit or the Client into disrepute, without liability and without reduction of fees. 4.5 Conduit may engage subcontractors and freelancers, remaining responsible for the Services.
5. Approvals. 5.1 Conduit will submit deliverables to the Client for approval. The Client must approve, or provide consolidated written comments on, each deliverable within 3 (three) business days of submission; if no response is received within 5 (five) business days the deliverable is deemed approved and may be published or implemented. 5.2 Unless the quotation states otherwise, fees include 2 (two) rounds of reasonable revisions per deliverable; further revisions, changes of brief after approval and late comments are charged as variations. 5.3 The Client is solely responsible for the accuracy, legality and suitability of all content it approves or is deemed to approve, including claims, prices, product descriptions, promotions, competitions, comparative statements and disclosures. Conduit's review of content is a creative and marketing review only and is not legal, regulatory or compliance advice unless expressly quoted as such.
6. Client responsibilities. The Client shall: 6.1 appoint an authorised representative and give clear, lawful instructions in writing; 6.2 supply all materials, information, access and approvals reasonably required, timeously; 6.3 provide secure administrator or partner access to its social media, advertising, e-commerce, website, email and analytics accounts ("Client Platforms") through the platforms' own access-sharing tools rather than by sharing passwords, keep all Client Platforms registered in its own name, and maintain appropriate security (including multi-factor authentication) on its own systems; 6.4 warrant that it owns or is licensed to use all logos, trade marks, images, video, copy, data and other materials it supplies ("Client Materials"), and that the Client Materials and its instructions do not infringe any third party's rights or any law; 6.5 be responsible for the compliance of its products, services, prices, promotional competitions and advertising claims with applicable law, including the Consumer Protection Act 68 of 2008 and the Code of Advertising Practice of the Advertising Regulatory Board; 6.6 where the Services include email, SMS, messaging or other direct marketing, warrant that recipients have given the consent required by section 69 of the Protection of Personal Information Act 4 of 2013 ("POPIA") and honour opt-outs; 6.7 where the Services involve influencers, creators or affiliates, be responsible for their engagement terms and for sponsored-content disclosures unless otherwise quoted; and 6.8 pay all fees, media spend and expenses when due. If the Client delays or fails to meet these responsibilities, Conduit is entitled to an equitable adjustment of timelines and fees (including payment for time reserved but not utilised) and is not liable for any resulting delay or loss.
7. Third-party platforms and materials. 7.1 The Services depend on third-party platforms, tools and technologies (including Meta, Google, TikTok, LinkedIn, YouTube, Shopify, email, scheduling, design, analytics and AI tools) which Conduit does not control. The Client consents to their use and agrees that Conduit is not liable for any outage, suspension, restriction, disapproval, algorithm or policy change, account action, pricing change or data loss attributable to a third-party platform, nor for the security or performance of any tool the Client requires Conduit to use. 7.2 All Client Platforms, advertising accounts, pixels, audiences, catalogues and data belong to the Client. Conduit is not obliged to hold accounts in its own name; where it does so at the Client's request the Client must transfer them into its own name on termination and indemnifies Conduit against liabilities associated with them. 7.3 Stock imagery, footage, music, fonts, software and other third-party materials incorporated in deliverables are licensed, not sold, and are subject to the third party's licence terms (which may be platform-specific). Conduit procures them for the use briefed by the Client and gives no warranty that they may be used for any other purpose, medium or period. Licence fees are recoverable as expenses unless included in the fees.
8. Artificial intelligence. 8.1 The Client acknowledges and agrees that Conduit may use artificial intelligence, machine learning and generative tools ("AI Tools") in performing the Services and creating deliverables, including for research, drafting and editing copy, generating and editing images, video and audio, translation, design, campaign optimisation, analysis, reporting and administration, and that third-party platforms may themselves apply AI to content and campaigns. 8.2 All deliverables are subject to human review by Conduit's personnel before submission for approval, and Conduit remains responsible for them in accordance with these Terms regardless of the tools used. 8.3 Conduit is not obliged to disclose the use of AI Tools in respect of any individual deliverable, except where required by law or by the policies of the relevant platform (in which case Conduit will apply the required labels, and the Client consents to them) 8.4 Where Client confidential information or personal information is input into an AI Tool, Conduit will use commercially reasonable efforts to use tools or settings under which inputs and outputs are not used to train the tool for the benefit of third parties. Conduit will not input special personal information, account credentials or payment card details into AI Tools, will not knowingly create AI-generated depictions or voice imitations of identifiable real persons without documented consent, and will not use AI Tools to fabricate reviews, testimonials or endorsements presented as genuine. 8.5 The Client acknowledges that AI-assisted output may not be protectable by copyright in all jurisdictions, may resemble output generated for other users of the same tools, and may contain inaccuracies notwithstanding review. Conduit gives no warranty that AI-assisted output is original, unique or capable of exclusive ownership. 8.6 The Client is responsible for its own use of AI Tools, for AI features it enables on Client Platforms, and for any modification of deliverables using AI after delivery.
9. Data protection. 9.1 Each party shall use their best efforts to comply with POPIA. 9.2 Where Conduit processes personal information on the Client's behalf in performing the Services (for example the Client's customer, subscriber, follower or audience data), the Client is the responsible party and Conduit is an operator, Conduit processes such personal information only on the Client's instructions and for the Services, keeps it confidential, secures it with appropriate reasonable measures, may use third-party platforms, service providers, subcontractors and AI Tools as sub-operators (including outside South Africa where adequately protected), notifies the Client within 48 (forty-eight) hours of becoming aware of a security compromise, and returns or deletes it on termination subject to legal retention requirements. 9.3 The Client warrants that it has a lawful basis for all personal information it makes available to Conduit, that required data subject notifications and consents (including for direct marketing) have been given and obtained, and that its instructions will not cause Conduit to breach POPIA, and indemnifies Conduit against any loss, claim, fine or penalty arising from a breach of this warranty. 9.4 Personal information relating to the Client and its representatives which Conduit processes for its own purposes is dealt with in Conduit's Privacy Notice at [www.conduitsa.com/privacy].
10. Legal and business consulting services. 10.1 Conduit provides legal consulting, commercial contract, compliance, human resources and business improvement services, including document templates and contract reviews (marketed as Fide), as a consultancy. Conduit is not a law practice as contemplated in the Legal Practice Act 28 of 2014, does not perform legal work reserved for practising legal practitioners (including litigation, appearing in court or the drafting of documents reserved to practitioners), does not operate a trust account and is not covered by the Legal Practitioners' Fidelity Fund. Its personnel who are admitted attorneys provide the Services in a non-practising, consulting capacity and do not act as the Client's attorneys of record. 10.2 Where a matter requires reserved legal work, Conduit will say so and, if requested, refer the Client to a practising attorney whom the Client engages directly and separately. Conduit does not share fees with, or pay or receive referral consideration from, any legal practitioner. 10.3 Consulting deliverables are provided on the basis of the facts, documents and instructions supplied by the Client, and applicable law as at the date of delivery. They are advisory, do not guarantee any legal, regulatory or commercial outcome, and the Client remains responsible for its decisions and for obtaining any independent legal, tax or financial advice it requires. 10.4 Templates and precedents are licensed to the Client for its own internal business use on the terms of clause 14, and may not be resold, published or sub-licensed.
FEES AND PAYMENT
11. Fees, invoicing and payment. 11.1 Fees are as stated in the accepted quotation, are in South African Rand, and exclude value-added tax (which will be added at the applicable rate where Conduit is a registered vendor), media spend and expenses. 11.2 Unless the quotation states otherwise: project and once-off Services require a deposit of 50% (fifty percent) of the quoted fee on acceptance, with the balance payable on delivery of the final deliverables or, for engagements longer than one month, in monthly instalments in advance; recurring monthly Services are invoiced monthly in advance; and time-based Services, additional work and expenses are invoiced monthly in arrears. Conduit is not obliged to commence work until the deposit has been received. 11.3 All invoices are payable in full, without deduction or set-off, within 7 (seven) days of the invoice date, by electronic funds transfer into the account designated on the invoice. 11.4 Conduit will notify any change of its banking details in writing signed by a director. The Client must verify any communicated change of banking details by telephone with a known Conduit representative before paying. Conduit is not liable for any payment made to an incorrect account as a result of fraud, interception or manipulation of communications, and the Client remains liable for the amount concerned. 11.5 Quoted fees for recurring Services are fixed for 12 (twelve) months from commencement and thereafter increase annually by the greater of the year-on-year change in the headline consumer price index published by Statistics South Africa and 2% (two percent) above it, unless otherwise agreed in writing. 11.6 The Client must notify Conduit in writing of any good-faith dispute regarding an invoice within 5 (five) business days of the invoice date, giving full particulars, failing which the invoice is deemed accepted. Undisputed amounts must be paid by the due date.
12. Media spend and expenses. 12.1 Advertising and media costs payable to third-party platforms, media owners or influencers ("media spend") are not included in fees. Unless the quotation states otherwise, the Client pays media spend directly to the platform using its own payment method, and Conduit manages spend within budgets approved in writing. Where Conduit funds media spend at the Client's request, it may require pre-payment and charge a media management fee, acts as the Client's agent for such payments, and is not liable to refund or credit amounts charged by a platform. Conduit will use reasonable endeavours to keep within approved budgets but is not liable for overspend caused by a platform, billing variances or delayed instructions. 12.2 The Client reimburses reasonable disbursements and expenses incurred in performing the Services (including travel outside Conduit's local area, production costs, models, locations, props, printing, third-party licences and paid subscriptions used specifically for the Client), provided that any single expense above R2,500 (two thousand five hundred Rand) has been approved in writing in advance.
13. Late payment, suspension and costs. 13.1 Overdue amounts bear interest at the prime overdraft rate of First National Bank plus 2% (two percent) per annum, calculated daily and compounded monthly, from the due date until payment. 13.2 If any amount is overdue, Conduit may, on 7 (seven) days' written notice, suspend the Services (including pausing campaigns and scheduled content and withholding deliverables) until all overdue amounts, interest and costs are paid. Fees continue to accrue during suspension, timelines are extended by the suspension period plus a reasonable remobilisation period, and Conduit is not liable for any loss arising from the suspension. 13.3 The Client is liable for all costs of recovering overdue amounts, including legal costs on the attorney and own client scale, collection commission and tracing fees. 13.4 The Client may not withhold, defer or set off any amount due to Conduit against any claim it has or alleges against Conduit. Conduit may set off any amount it owes the Client against any amount the Client owes it. 13.5 Fees are payable in full notwithstanding that the Client did not make use of the Services or failed to provide materials, access or approvals in any period.
14. Cancellation. 14.1 An accepted quotation may not be cancelled by the Client except in accordance with this clause. 14.2 If the Client cancels a project or once-off engagement before completion, the Client shall pay for all work performed and expenses and non-cancellable third-party costs incurred to the date of cancellation at Conduit's then-current rates, subject to a minimum of the deposit, plus a cancellation fee of 25% (twenty-five percent) of the unpaid balance of the quoted fee, which the parties agree is a genuine pre-estimate of Conduit's loss from resources reserved for the engagement. 14.3 Recurring monthly Services may be cancelled by the Client on 60 (sixty) days' written notice after any minimum period stated in the quotation, subject to payment of all fees for the notice period. Where a minimum period applies, cancellation before its expiry requires payment of the lesser of the fees for the remainder of the minimum period and 3 (three) months' fees, as a genuine pre-estimate of loss. 14.4 Where the Consumer Protection Act 68 of 2008 applies to the Client, this clause is subject to section 14 and section 17 of that Act and any cancellation charge will be a reasonable charge as contemplated in those sections.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
15. Intellectual property. 15.1 Each party retains its pre-existing intellectual property. Conduit owns and retains all rights in its strategies, methodologies, frameworks, templates, processes, tools, prompts, workflows, software, know-how, precedents and reusable content, and all improvements to them, whether created before or during an engagement ("Conduit IP"). 15.2 Subject to payment in full of all fees, media spend and expenses relating to a deliverable, Conduit assigns to the Client the intellectual property rights owned by Conduit in the final deliverables created specifically for the Client (excluding Conduit IP and third-party materials), and grants the Client a perpetual, non-exclusive, non-transferable licence to use any Conduit IP embedded in those deliverables solely as part of them for the Client's internal business and marketing purposes. This clause is a written assignment for the purposes of section 22 of the Copyright Act 98 of 1978. Until payment, all rights remain with Conduit and the Client's use is under a revocable licence which Conduit may suspend, including by requiring removal of published content, if any amount is overdue. 15.3 The parties agree, for the purposes of section 21(1)(c) of the Copyright Act, that copyright in photographs, films, sound recordings and similar works made by or for Conduit in performing the Services vests in Conduit until assigned under clause 15.2. 15.4 Where Conduit is the person who made the arrangements necessary for the creation of AI-assisted output, any rights subsisting in that output vest in Conduit and are assigned on the terms of clause 15.2, subject to clause 8.5 and the terms of the relevant AI Tool. 15.5 Third-party materials are licensed in terms of clause 7.3. Drafts, working files, native design files and source files are not deliverables unless quoted. 15.6 Conduit may use the knowledge, skills, techniques and concepts developed during an engagement for other purposes without disclosing the Client's confidential information, and may use any feedback the Client provides without restriction. 15.7 Unless the Client objects in writing, Conduit may refer to the Client's name and logo and display published deliverables in its credentials, case studies, website and promotional materials, and may include a reasonable and unobtrusive credit on Client Platforms where customary. 15.8 The Client grants Conduit a non-exclusive, royalty-free licence to use the Client Materials for the purposes of the Services, and permits Conduit to retain copies of Client Materials and deliverables for record-keeping, compliance and evidentiary purposes.
16. Confidentiality. 16.1 Each party shall keep confidential all non-public information of the other received in connection with the Services (including these Terms as applied to a quotation, fees, Conduit IP and the Client's business, customer and marketing information), use it only for the purposes of the Services, and disclose it only to its personnel, professional advisers, insurers, subcontractors, platforms and AI Tools used in accordance with clause 8.4, in each case on a need-to-know basis and subject to confidentiality obligations. 16.2 These obligations do not apply to information which is or becomes public other than through breach, was already lawfully known to or is lawfully received by the recipient, is independently developed, or must be disclosed by law or a regulator (with prompt notice where lawful). 16.3 They survive for 3 (three) years after the end of the engagement, and indefinitely in respect of trade secrets, Conduit IP and personal information. A party may retain copies as required by law, in routine backups, and (in Conduit's case) as permitted by clause 15.8.
LIABILITY
17. Warranties and limitation of liability. 17.1 Save as expressly stated in these Terms, all warranties, representations and terms implied by law or trade usage, including any warranty of fitness for a particular purpose or that any result will be achieved, are excluded to the fullest extent permitted by law. 17.2 Neither party is liable to the other, whether in contract, delict (including negligence), under statute or otherwise, for any loss of profits, revenue, business, contracts, goodwill, anticipated savings, data or opportunity, for reputational harm, or for any indirect, special, incidental or consequential loss, even if foreseeable. 17.3 Conduit's total aggregate liability arising out of or in connection with an engagement, however arising, is limited to the fees (excluding value-added tax, media spend and expenses) actually paid by the Client to Conduit under the quotation concerned or, for recurring Services, in the 3 (three) months immediately preceding the event giving rise to the claim. 17.4 Conduit is not liable for media spend; for any act, omission, outage, policy or algorithm of a third-party platform; for content, claims or deliverables approved or deemed approved by the Client; for Client Materials or instructions; for any failure to achieve any result; or for any matter for which the Client is responsible under these Terms. Where loss is caused partly by the Client or a third party, Conduit's liability is limited to the proportion attributable to its own fault. 17.5 Nothing in these Terms excludes or limits liability for fraud, or any liability which cannot lawfully be excluded or limited (including, where the Consumer Protection Act 68 of 2008 applies, liability for gross negligence). 17.6 Any claim against Conduit must be notified in writing, with particulars, within 6 (six) months after the Client became aware or ought reasonably to have become aware of the facts giving rise to it, and proceedings must be instituted within 12 (twelve) months after that date, failing which the claim is waived. 17.7 The Client acknowledges that Conduit has priced the Services in reliance on these limitations, which are reasonable, and that the Client is free to insure against risks it bears. Each party is responsible for its own insurance.
18. Indemnity. The Client indemnifies Conduit, its directors, employees, subcontractors and agents against all claims, losses, damages, liabilities, fines, penalties, costs and expenses (including legal costs on the attorney and own client scale) arising out of or in connection with: the Client's breach of these Terms or of any law; the Client Materials, the Client's instructions, or any content, claim or deliverable approved or deemed approved by the Client, including any allegation that they are misleading, defamatory, unlawful or infringe the rights of any third party; the Client's products, services, promotions, pricing and consumer dealings; the processing of personal information on the Client's instructions or any breach of clause 9.3; any complaint, ruling, investigation or proceeding by the Advertising Regulatory Board, the Information Regulator, the National Consumer Commission or any other regulator relating to the Client's advertising, products or conduct (save to the extent caused by Conduit's breach); and the Client's use of the Services, deliverables or Client Platforms, including any account held in Conduit's name at the Client's request.
GENERAL
19. Termination and its consequences. 19.1 Either party may terminate an engagement on written notice if the other commits a material breach and fails to remedy it within 30 (thirty) days of written notice, or (in Conduit's case, on 7 (seven) days' notice) if the Client fails to pay any amount when due, or with immediate effect if the other party is placed in liquidation, business rescue or sequestration, is deregistered or commits an act of insolvency. 19.2 Conduit may terminate an engagement on 30 (thirty) days' written notice for convenience, or with immediate effect if the Client or its representatives engage in unlawful, abusive or threatening conduct towards Conduit's personnel or give instructions which would require Conduit to act unlawfully or in breach of a platform's terms. 19.3 On termination the Client shall pay all amounts accrued to the date of termination within 7 (seven) days of Conduit's final invoice; Conduit will deliver completed deliverables on payment; Conduit may remove its access to Client Platforms and cancel unpublished scheduled content and campaigns; handover assistance is available at Conduit's hourly rates on request within 30 (thirty) days; and Conduit has no obligation to monitor or maintain Client Platforms after termination. Clauses 8.5, 9, 11 to 18 and 19 to 25 survive termination.
20. Non-solicitation. During an engagement and for 12 (twelve) months after it ends, the Client shall not, without Conduit's written consent, directly or indirectly solicit, employ or engage any employee, contractor or freelancer of Conduit who was involved in the Services. In breach, the Client shall pay Conduit an amount equal to 6 (six) months' remuneration or fees of the person concerned at the rate last paid by Conduit, as a genuine pre-estimate of Conduit's recruitment, training and lost-capacity costs.
21. Force majeure. Neither party is liable for delay or failure in performing its non-monetary obligations caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, war, civil unrest, industrial action, acts of government, interruption of the national electricity supply (including load-shedding), failure of telecommunications or internet infrastructure, cyber-attack, and any outage, suspension, restriction, policy or algorithm change or account action of a third-party platform not caused by that party's breach. The affected party must notify the other promptly and mitigate. If such an event prevents a material part of the Services for more than 60 (sixty) days, either party may terminate the engagement on 7 (seven) days' written notice, the Client remaining liable for fees, media spend and expenses accrued to termination. Payment obligations are not suspended.
22. Relationship of the parties. Conduit is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency or fiduciary relationship, and Conduit has no authority to bind the Client except as necessary to perform the Services (including placing approved media spend). Conduit's personnel are not employees of the Client and shall be directed only through Conduit's designated representative. Conduit is free to provide services to any other person, including competitors of the Client, subject to clause 16.
23. Notices, electronic communications and signature. 23.1 Notices must be in writing and may be given by email to the addresses stated in the quotation (for Conduit: aaron@conduitsa.com) or as subsequently notified. Email notices are deemed received on the day of transmission if sent before 16h00 on a business day, otherwise on the next business day; notices delivered by hand are deemed received on delivery. 23.2 The parties accept the risks inherent in electronic communications, will each protect their own systems, and neither is liable to the other for loss arising from electronic communications save in the case of its own fraud. 23.3 Quotations, variations and any document contemplated by these Terms may be signed electronically, including through an electronic signature platform or by exchange of signed scanned or photographed copies, and such signatures are binding and satisfy the requirements of the Electronic Communications and Transactions Act 25 of 2002.
24. Governing law and disputes. 24.1 These Terms and every engagement are governed by the laws of the Republic of South Africa. 24.2 Save for claims for liquidated amounts (including fees, media spend, expenses and cancellation fees) and applications for urgent or interim relief, any dispute shall first be referred to the parties' senior representatives, who shall meet within 7 (seven) days of written notice of the dispute, and if not resolved within 14 (fourteen) days may be referred by either party to mediation by a mediator agreed between the parties or, failing agreement, appointed by the Arbitration Foundation of Southern Africa. 24.3 Subject to clause 24.2, the parties submit to the jurisdiction of the courts of the Republic of South Africa and consent, in terms of section 45 of the Magistrates' Courts Act 32 of 1944, to the jurisdiction of the Magistrate's Court having jurisdiction over Conduit's principal place of business in respect of any claim which would otherwise exceed that court's jurisdiction, without prejudice to either party's right to approach the High Court of South Africa, KwaZulu-Natal Division. The parties shall continue to perform, including payment of undisputed amounts, pending resolution of any dispute.
25. Consumer Protection Act and general. 25.1 Where and to the extent that the Consumer Protection Act 68 of 2008 applies to the Client, these Terms are subject to that Act, nothing in these Terms excludes or limits any right the Client has under that Act which cannot lawfully be excluded or limited, and the Client's attention is drawn to clauses 4, 5.3, 6, 9.3, 13, 14, 17, 18 and 20, which limit Conduit's liability, impose obligations and risk on the Client and require the Client to indemnify Conduit. 25.2 These Terms together with the accepted quotation and any written variations constitute the entire agreement for the Services and supersede all prior proposals, negotiations and representations. No amendment is binding unless in writing and confirmed by both parties. No indulgence or failure to enforce operates as a waiver. If any provision is unenforceable it is severed and the remainder continues. 25.3 The Client may not cede, assign or delegate its rights or obligations without Conduit's written consent. Conduit may cede or assign its rights and obligations to an affiliate or to a successor to its business on written notice, and may subcontract the Services. 25.4 Except for the indemnities in favour of Conduit's directors, employees, subcontractors and agents, these Terms confer no rights on third parties. 25.5 Each party bears its own costs of contracting. 25.6 Words defined in a quotation bear the same meanings in these Terms. "Business day" means any day other than a Saturday, Sunday or South African public holiday.
PART B — DATA PROCESSING TERMS (OPERATOR TERMS)
These Data Processing Terms form part of, and are incorporated by reference into, the General Terms and Conditions of Service of Conduit Group (Pty) Ltd ("Conduit"). Capitalised terms not defined here have the meanings given in Part A, and "POPIA" means the Protection of Personal Information Act 4 of 2013; "Personal Information", "Responsible Party", "Operator", "Information Officer" and "process" bear their POPIA meanings; "Client Platforms", "Third-Party Platforms" and "AI Tools" bear the meanings in Part A; and "Instruction" means a written instruction of the Client.
These Data Processing Terms apply to Personal Information which Conduit (as Operator) processes on behalf of the Client (as Responsible Party) in performing the Services, and are entered into for the purposes of section 21 of POPIA.
1. Scope of Processing
1.1 Subject matter and duration: the processing of Personal Information for the purposes of and during the engagement, and for the retention period in paragraph 8.
1.2 Nature and purpose: the collection, organisation, storage, use, analysis, publication and transmission of Personal Information as reasonably necessary to perform the Services, including community management, customer engagement, email and messaging marketing, e-commerce administration, advertising audience creation and targeting, conversion tracking and reporting.
1.3 Categories of data subjects: the Client's customers, prospective customers, followers and social media audiences, website visitors, email subscribers, competition entrants, influencers and the Client's personnel.
1.4 Categories of Personal Information: names, contact details, social media identifiers and public profile information, engagement and comment data, purchase and order history, customer service correspondence, website and advertising identifiers (cookies, pixel and device data), and such other Personal Information as the Client makes available or instructs Conduit to process. No special personal information or Personal Information of children is to be processed unless specifically agreed in writing and lawfully authorised by the Client.
2. Instructions
2.1 Conduit shall process Personal Information only with the knowledge and authorisation of the Client, in accordance with the General Terms and the Client's documented Instructions, and not for its own purposes, save as required by Law (in which case it shall, where lawful, inform the Client before processing).
2.2 Conduit shall inform the Client if, in its opinion, an Instruction infringes Applicable Data Protection Law, and may suspend the processing concerned until the Instruction is confirmed or amended.
2.3 Conduit may use Personal Information in aggregated, de-identified form which does not identify the Client or any data subject for benchmarking, analytics and service improvement.
3. Confidentiality and Personnel
3.1 Conduit shall treat all Personal Information as confidential and shall not disclose it to any third party except as permitted by the General Terms or required by Law.
3.2 Conduit shall ensure that its personnel who process Personal Information are bound by obligations of confidentiality and have received appropriate training.
4. Security Measures
4.1 Conduit shall secure the integrity and confidentiality of the Personal Information in its possession or under its control by taking appropriate, reasonable technical and organisational measures to prevent loss of, damage to or unauthorised destruction of Personal Information, and unlawful access to or processing of Personal Information, as required by section 19 of POPIA, having regard to generally accepted information security practices and procedures which may apply to it generally or be required in terms of specific industry or professional rules.
4.2 Such measures include: unique user accounts and multi-factor authentication on Conduit's systems and, where available, on Client Platforms; role-based access limited to personnel who need access; secure password management; encryption of data in transit; device security and patching; secure disposal; and the use of reputable cloud service providers with appropriate security certifications.
4.3 The Client acknowledges that Personal Information on the Client Platforms is secured by the operators of those Third-Party Platforms and by the Client's own account settings, for which Conduit is not responsible.
5. Sub-Operators
5.1 The Client generally authorises Conduit to engage sub-operators to process Personal Information, including: Third-Party Platforms on which the Client Platforms are hosted; cloud productivity, storage and email providers; scheduling, design, analytics and reporting tools; AI Tools used in accordance with clause 8 of the General Terms; and Conduit's subcontractors and freelancers. Conduit shall, on request, provide the Client with a current list of the categories of sub-operators it uses.
5.2 Conduit shall impose on its subcontractors and freelancers data protection obligations no less protective than those in these Data Processing Terms and shall remain responsible for their processing. Third-Party Platforms and AI Tools are engaged on their own standard terms, which the Client accepts.
6. Cross-Border Transfers
The Client authorises Conduit to transfer Personal Information outside the Republic of South Africa to the sub-operators contemplated in paragraph 5 where such sub-operators are subject to a law, binding corporate rules or binding agreements providing an adequate level of protection as contemplated in section 72(1)(a) of POPIA, or where the transfer is otherwise permitted under section 72 of POPIA. The Client, as Responsible Party, is responsible for ensuring that its own privacy notices and consents disclose such transfers to data subjects.
7. Security Compromises and Assistance
7.1 Where there are reasonable grounds to believe that Personal Information of the Client's data subjects in Conduit's possession or under its control has been accessed or acquired by an unauthorised person, Conduit shall notify the Client without undue delay, and in any event within 48 (forty-eight) hours after becoming aware of it, and shall provide such information as it reasonably can to enable the Client to comply with section 22 of POPIA. Notification to the Information Regulator and data subjects is the responsibility of the Client as Responsible Party, unless the Parties agree otherwise in writing.
7.2 Conduit shall, taking into account the nature of the processing and the information available to it, provide reasonable assistance to the Client in responding to data subject requests (including access, correction, deletion and objection requests) received in relation to the Services, and in conducting any impact assessment or regulatory enquiry. Such assistance beyond a de minimis level shall be charged at Conduit's then-current hourly rates.
7.3 Conduit shall promptly forward to the Client any data subject request, complaint or regulatory enquiry it receives which relates to the Client's processing, and shall not respond to it except on the Client's Instruction or as required by Law.
8. Return and Deletion
8.1 On the end of the engagement, or on the Client's earlier written request, Conduit shall, at the Client's election, return to the Client or delete the Personal Information in its possession or under its control (other than Personal Information on the Client Platforms, which remains under the Client's control), within 30 (thirty) days, save for Personal Information which Conduit is required by Law to retain, which is contained in routine backups not readily accessible, or which Conduit requires for the establishment, exercise or defence of legal claims, in each case subject to the continuing application of these Data Processing Terms.
9. Records and Audit
9.1 Conduit shall maintain reasonable records of its processing activities on behalf of the Client and shall, not more than once in any 12 (twelve) month period and on not less than 30 (thirty) Business Days' written notice, make available to the Client such information as the Client reasonably requires to demonstrate Conduit's compliance with these Data Processing Terms, by way of written responses to a reasonable questionnaire. Any on-site audit shall be at the Client's cost, during Business Days, subject to reasonable confidentiality and security requirements, and limited to matters relevant to the Client's Personal Information.
10. Client Obligations
10.1 The Client warrants that it has complied, and will comply, with Applicable Data Protection Law as Responsible Party, including in relation to the lawful collection of Personal Information, notification of data subjects (section 18 of POPIA), consent for direct marketing (section 69 of POPIA), and the appointment and registration of an Information Officer, and that its Instructions are lawful.
10.2 The Client shall not make available to Conduit any Personal Information which is not reasonably necessary for the Services.
11. Liability
11.1 Conduit's liability under or in connection with these Data Processing Terms is subject to the exclusions and limitations in clause 17 of the General Terms. The Client's indemnity in clauses 9.3 and 18 of the General Terms applies to any breach of the Client's obligations under these Data Processing Terms.
General Terms and Conditions of Service | Version 1.0 | Conduit Group (Pty) Ltd | Republic of South Africa | Full version: [www.conduitsa.com/terms]