IMPORTANT NOTICE (CONSUMER PROTECTION ACT – SECTION 49)

These Terms contain provisions that: (a) limit DiginamiX’s risk and liability; (b) exclude certain types of loss (including loss of income, profits, business interruption and loss of data); (c) require you to indemnify DiginamiX in certain circumstances; and (d) allocate risks to you (including risks relating to third-party hosting, plugins/themes, cyber incidents and outages).

By accepting a quotation, signing a service agreement, instructing DiginamiX to commence work (including by email, WhatsApp, or phone instruction), using the Services, and/or paying any invoice, you confirm that you have read, understood, and agree to be bound by these Terms (including the limitation of liability, risk assumption and indemnity provisions).

1. PREAMBLE

1.1 This Agreement is made and entered into by and between DIGINAMIX (Pty) Ltd (Registration number: 2018/062066/07), physical address: 3 Concorde Rd, Eastrand, Johannesburg, South Africa (hereinafter referred to as “DiginamiX” or the “Company”) and the Customer.

1.2 The Customer is any juristic or natural person who utilises or purchases the Services from the Company.

1.3 These Terms apply to all Services provided by the Company, unless a written service agreement signed by both parties states otherwise.

1.4 Acceptance / Conclusion of Agreement: The Customer is deemed to have accepted these Terms when the Customer (a) signs a Company service agreement; or (b) accepts a quotation by email, WhatsApp or other written instruction; or (c) instructs the Company to start work (including by phone call followed by commencement of work); or (d) uses the Services; or (e) pays any deposit or invoice.

1.5 Some or all of the Services may be subject to additional terms and conditions of third parties (including hosting providers, registrars, DNS providers, payment gateways such as PayFast, plugin/theme vendors, and platform providers). The Customer acknowledges and agrees that use of those third-party services is subject to their respective terms, and the Customer remains responsible to comply with them.

1.6 By utilising the Services, the Customer confirms and acknowledges that it has read and understood this Agreement and agrees to be bound by all of the terms and conditions herein contained.

1.7 If the Consumer Protection Act, 2008 (“CPA”) applies to the Customer, then these Terms must be read subject to the CPA, and any provision will apply only to the extent permitted by law.

2. SERVICES

2.1 The Company provides various website and marketing services, including but not limited to, Website Development, E-Commerce Website Development, Website Maintenance, App Development, Logo Creation, Content Writing, Social Media Management, Search Engine Optimisation (SEO), Logo Design, Branding, Paid Advertising, Content Creation and on-going Consultancy services (“Services”).

2.2 The Services may be used for personal use, commercial use or internal business use.

2.3 Services are provided on the basis of the Customer’s mandate and instructions, and the material provided by the Customer. The Customer must provide content, logins, approvals, and information timeously and in an appropriate format. Delays caused by the Customer’s failure to provide required content or approvals do not relieve the Customer of payment obligations.

2.4 The Company will provide Services using reasonable care and skill, but does not guarantee any specific commercial outcome (including sales, leads, revenue, rankings, conversion rates, traffic, or return on ad spend).

2.5 No Uptime Promise / No SLA: The Company does not provide any uptime guarantee or service level commitment unless the Company expressly agrees to a written Service Level Agreement (SLA) signed by an authorised representative of the Company.

2.6 Support Hours: Support is provided during the Company’s standard business hours, being Monday to Friday, 09:00 – 17:00 SAST, excluding South African public holidays (“Business Hours”), unless otherwise agreed in writing. Any assistance outside Business Hours (including weekends and public holidays) is entirely at the Company’s discretion, may be billable at an after-hours rate, and does not create any ongoing obligation, SLA, or expectation of 24/7 support.

2.7 E-Commerce Specifics: Where the Company builds or maintains an e-commerce website, the Customer is solely responsible for: (a) product and service compliance, pricing, refunds/returns, and compliance with the CPA in its capacity as merchant; (b) chargebacks, fraud, and payment disputes; and (c) compliance with applicable tax and consumer laws. The Company does not act as the merchant of record for the Customer’s online sales unless expressly agreed in writing.

2.8 The Customer must access and use the Services only for purposes as intended by the normal functionality of the said Services and in compliance with all applicable national and international laws and regulations. The Customer must not, nor allow or facilitate a third party to, violate or infringe any rights of others (including copyright, rights of publicity or privacy, and trademarks), the Company’s policies, or this Agreement.

3. CONTENT; CUSTOMER RESPONSIBILITIES; BACKUPS

3.1 Customer Content: The Customer remains responsible for all content supplied or uploaded by the Customer or any third party on the Customer’s behalf, including the legality, accuracy, ownership, licensing, and compliance of such content. Content belonging to the Customer includes, but is not limited to, information, data, text, software, music, sound, photographs, graphics, video, messages, logos, goods, products, and services.

3.2 Intellectual Property: Subject to payment in full, the Customer will own the specific deliverables created for the Customer under a quotation or scope of work. The Company retains ownership of its pre-existing materials, know-how, templates, processes, code libraries, and tools, and grants the Customer a non-exclusive licence to use them only as incorporated in the agreed deliverables. It is understood that from time to time material owned by the Company may be incorporated into the Services; ownership of any such materials will be made clear to the Customer in writing.

3.3 The Customer is responsible for maintaining secure access credentials, managing authorised users, and ensuring that only trusted persons have admin-level access to any website, platform, or tool. The Company is not liable for issues arising from the Customer’s sharing of access credentials, weak passwords, compromised devices, or third-party access granted by the Customer.

3.4 Backups (Best Efforts): Unless expressly agreed in writing as part of a maintenance plan, any backups (whether via plugin, hosting provider, or otherwise) are provided on a best-efforts basis only. The Company does not warrant that backups will run without interruption or that a restore will always be successful. The Customer remains solely responsible for maintaining independent, off-site copies of all critical website content and business data. The Company strongly recommends that the Customer confirm and verify backup arrangements independently.

3.5 The Customer grants to the Company a royalty-free, non-exclusive licence to reproduce, modify, adapt and publish the Customer’s content solely for the purpose of performing the Services. This licence exists only for as long as this Agreement is in effect and shall terminate upon termination of this Agreement.

3.6 The Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights relating to any Customer-supplied content or third-party content. In providing the Services, the Company may obtain and rely on information from third parties and third-party software. The Company cannot guarantee the accuracy or completeness of such data.

3.7 The Customer will not use the Services to promote, conduct, or contribute to any fraudulent, obscene, pornographic, discriminatory, or illegal activities, including without limitation deceptive impersonation, pyramid schemes, surveys, chain letters, junk email, spamming, or any activity that promotes hatred or racism towards any group of people.

4. REMUNERATION; BILLING; PAYMENT

4.1 In exchange for the Services, the Customer agrees to pay to the Company all associated costs, expenses and fees as quoted and/or invoiced.

4.2 The Company may change pricing for recurring services on reasonable written notice. If the Customer does not accept the revised price, the Customer may cancel the relevant recurring service by written notice (subject to clause 7.3).

4.3 Upon acceptance of a quotation, the Company may require a deposit prior to commencing work. Work will not begin until the deposit has been received.

4.4 The Company shall invoice the Customer from time to time for work completed, milestones achieved, and/or recurring services rendered.

4.5 All payments are due within ten (10) days after receipt of a duly completed invoice, unless otherwise stated in the quotation or service agreement.

4.6 Suspension for Non-Payment: The Company may suspend any or all Services (including hosting and maintenance) for overdue accounts, without liability, until all overdue amounts plus any applicable interest are paid in full.

4.7 The Customer is responsible for timeous payment of all invoices and any applicable taxes that may arise as a result of the Services.

4.8 Payment Processors (e.g., PayFast): Where the Customer pays online via a third-party payment processor, the Customer acknowledges that: (a) payment processing is performed by the third-party processor under its own terms and privacy policy; (b) the Company does not store card details, as these are processed and stored by the payment processor; (c) the Company is not responsible for payment processing downtime, failed transactions, bank declines, chargebacks, fraud screening decisions, or the payment processor’s security controls; and (d) the Customer must address payment processing disputes directly with the payment processor and/or its bank. The Customer remains liable to the Company for all amounts properly due regardless of any payment processor dispute.

5. PRIVACY; POPIA

5.1 During the period of this Agreement, the Company may collect and receive certain information about the Customer, including information provided to the Company directly or when the Customer uses the Company’s platforms or Services, by using cookies and/or other technology. The Customer’s use of the Services is also subject to the Company’s Privacy Policy, which is incorporated into this Agreement by reference.

5.2 Where the Company processes personal information for the Customer as part of delivering Services (including website administration, analytics, marketing tools, lead generation tools, hosting support, and integrations), the Customer acknowledges that third-party tools and platforms may be involved and may process data subject to their own terms.

5.3 The Customer remains responsible for ensuring that its website(s) and business operations comply with the Protection of Personal Information Act, 2013 (“POPIA”), the CPA (where applicable), and any other applicable legislation or industry requirements. This includes but is not limited to maintaining an appropriate privacy policy on the Customer’s website and obtaining required consents from data subjects.

5.4 The Customer’s personal information will not be sold to any third parties for marketing purposes. From time to time, the Customer may provide confidential business and technical information to the Company. Such information shall be treated as confidential and the Company shall use its best efforts to prevent any unauthorised use or disclosure thereof, except as necessary to perform the Services.

6. BREACH

6.1 The following constitutes breach under this Agreement:

6.1.1 Non-adherence to any of the provisions of this Agreement.

6.1.2 The Customer fails to make payment to the Company in terms of this Agreement.

6.1.3 The Customer takes steps to enter into a compromise with any of its creditors, or takes steps or has steps taken against it for liquidation, winding up, deregistration or judicial management; or prior to or during the currency of this Agreement, commits or has committed an act of insolvency.

6.2 The Company may require the Customer to remedy a breach within 7 (seven) days of written notice.

7. TERMINATION; CANCELLATION OF RECURRING SERVICES

7.1 Should the Customer commit a breach of any of the provisions of this Agreement, the Customer will be granted 7 (seven) days to remedy such breach, unless the breach is incapable of being remedied.

7.2 In the event of failure to remedy the breach as aforesaid, the Company shall be entitled, without prejudice and in addition to any rights which it may have in terms of this Agreement or in law, to cancel the Services and this Agreement by written notice, or alternatively to uphold this Agreement and claim specific performance. In either event, the Company shall be entitled to claim such damages as it may have suffered. On termination, all outstanding fees become immediately due and payable.

7.3 The Customer must provide a minimum of 30 (thirty) days’ written notice prior to terminating any recurring service, including paid advertising, social media management, website hosting, website maintenance, and/or any other ongoing service. Unless required by applicable law, the Company does not provide refunds for partial months already billed or paid.

8. COPYRIGHT, INFRINGEMENT & RIGHT TO TAKEDOWN

8.1 The Customer shall not use the Services to transmit, route, provide connections to, or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party.

8.2 The Company has the right to terminate this Agreement if the Customer has infringed, or is believed to be infringing, the intellectual property rights of any third party. The Customer indemnifies the Company against any claims, costs, or losses arising from such infringement.

8.3 If at any time the Company becomes aware that certain content may be subject to proprietary rights of third parties, the Company has the right, at its sole discretion, to remove such content from the Services and/or disable access to such content.

8.4 Notwithstanding anything to the contrary in this Agreement, the Company may, in its sole discretion, disable, suspend, delete or remove any Service or content and refuse current and/or future access thereto for any reason, including but not limited to breach of this Agreement, theft, bad faith, or unauthorised use, without any liability whatsoever.

9. AVAILABILITY; DOWNTIME; CYBER EVENTS; DISCLAIMER; LIMITATION OF LIABILITY; SOLE REMEDY

9.1 Disclaimer of Warranties: To the maximum extent permitted by law, the Company disclaims all warranties, whether express or implied, and does not warrant that any website, hosting environment, plugin, theme, integration, or online service will be uninterrupted, error-free, secure, or available at all times.

9.2 Third-Party Hosting / Upstream Dependencies: Where the Customer’s website is hosted by a third-party hosting provider (including where the Company assists with setup or liaises with the host on the Customer’s behalf), the Customer acknowledges that hosting availability, server performance, networks, DNS, email delivery, and upstream security controls are outside the Company’s control. The Company will not be liable for downtime, data loss, or losses of any kind arising from any third-party failure, including hosting providers, registrars, DNS providers, payment gateways, plugin/theme vendors, content delivery networks (CDNs), and external APIs.

9.3 Cyber Reality: The Customer acknowledges that no website can be guaranteed to be fully secure or immune from vulnerabilities, malware, hacking, DDoS attacks, or zero-day exploits. The Company is not liable for unavailability, compromise, loss, corruption, or unauthorised access arising from cyber events, except to the extent caused solely by the Company’s wilful misconduct (and always subject to clauses 9.6 and 9.7 below).

9.4 Customer / Third-Party Actions: The Company is not liable for downtime, defects, or losses caused by: (a) Customer changes, updates, or instructions; (b) third-party developers or contractors engaged by the Customer; (c) plugin or theme conflicts arising from Customer-initiated updates or installations; (d) expired licences; (e) hosting account limitations; (f) content delivery or network issues; or (g) the Customer’s failure to follow reasonable security recommendations made by the Company.

9.5 Excluded Loss: To the maximum extent permitted by law, the Company is not liable for any indirect, special or consequential loss, including loss of income, revenue, profits, goodwill, business interruption, anticipated savings, business opportunity, loss of data, or claims by the Customer’s customers, whether arising in contract, delict (including negligence), or otherwise.

9.6 Liability Cap (Aggregate): To the maximum extent permitted by law, the Company’s total aggregate liability arising from or relating to any claim or event is limited to: (a) for recurring services billed monthly (including maintenance and/or hosting): the fees actually paid by the Customer to the Company for the affected recurring service in the 1 (one) month immediately preceding the event giving rise to the claim; and (b) for once-off projects (e.g., website development): the total fees actually paid by the Customer to the Company under the relevant quotation or scope of work for that specific project.

9.7 Sole Remedy – Service Credits (Limited; Discretionary): Where the Customer pays the Company a recurring monthly fee for hosting and/or maintenance, the Customer’s sole and exclusive remedy for downtime attributable solely to the Company’s systems (if any) is, at the Company’s discretion, a service credit, subject to all of the following conditions: (a) credits apply only to downtime that is (i) confirmed by the Company, (ii) attributable solely to the Company’s own platform or configuration (not upstream hosts or third parties), and (iii) exceeds 24 consecutive hours or 24 cumulative hours in a calendar month; (b) the Customer must log a support request with the Company within 7 (seven) days of the downtime and provide reasonable technical information; (c) the Customer must be fully up to date with all payments; and (d) any credit is capped at 100% of the monthly fee for the affected service for the month in which the downtime occurred, is not convertible to cash, and constitutes full and final settlement of any claim relating to that downtime.

9.8 Non-Excludable Liability: Nothing in these Terms limits or excludes liability that cannot legally be limited or excluded, including liability arising from the Company’s wilful misconduct, and, where the CPA applies to the Customer, to the extent the CPA prohibits such limitation or exclusion.

10. INDEMNIFICATION

10.1 The Customer hereby agrees to indemnify, defend and hold harmless the Company, its directors, employees, agents and affiliates from all claims, liabilities, losses, damages, penalties, costs and expenses (including legal costs on an attorney-and-client scale) arising from: (a) the Customer’s content, products/services, and business operations; (b) the Customer’s breach of these Terms or any applicable law (including CPA and POPIA compliance obligations applicable to the Customer’s business); (c) any third-party claim relating to the Customer’s website, e-commerce transactions, advertising content, or data collection practices; and/or (d) the Customer’s use of third-party services (including hosting providers, registrars, payment gateways, plugins/themes, and APIs).

10.2 The Customer will co-operate and assist fully in the defence of any claim brought against the Company as a result thereof.

11. COMPANY’S RIGHT TO SUB-CONTRACT

11.1 The Customer accepts that the Company may utilise third parties (including hosting infrastructure providers, independent contractors, and specialist service providers) to provide certain Services to the Customer.

11.2 The Customer agrees to be bound by and comply with any terms and conditions that such third party may impose upon the Company for the purposes of providing the relevant Service, where applicable.

12. THIRD-PARTY RECOMMENDATIONS AND LIABILITY EXCLUSION

12.1 Recommendations of Third Parties: DiginamiX may, from time to time, recommend or suggest third-party companies or individuals for certain services or products. It is expressly understood and agreed that these recommendations are made in good faith and for informational purposes only. DiginamiX does not endorse, guarantee, or assume responsibility for the quality, accuracy, reliability, or any other aspect of the products or services offered by these third parties.

12.2 No Liability for Third-Party Services: Any engagement, communication, transaction, or interaction between the Customer and any recommended third party is solely between the Customer and that third party. DiginamiX is not a party to, and shall not be involved in, any such dealings. DiginamiX shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, reliance on, or interactions with any such third-party products or services.

12.3 Independent Transactions: The Customer acknowledges and agrees that any transactions with third parties are independent of the Services provided by DiginamiX. DiginamiX shall have no involvement in, and shall bear no responsibility for, any communications, agreements, or transactions between the Customer and such third parties.

13. GENERAL

13.1 Whole Agreement

These Terms (together with any quotation, scope of work, or service agreement expressly referencing them) constitute the whole of the agreement between the Parties relating to the matters dealt with herein. No undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated herein shall be binding on any of the Parties. This Agreement supersedes and replaces any and all prior agreements and undertakings between the Parties in relation to the subject matter hereof.

13.2 No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement.

13.3 No Waiver or Suspension of Rights

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

13.4 Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of this Agreement shall remain of full force and effect.

13.5 Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination. This includes, without limitation, clauses relating to limitation of liability, indemnities, intellectual property, payment obligations, and confidentiality.

13.6 No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by the Customer without the prior written consent of the Company. The Company shall be entitled to assign all of its rights and benefits under this Agreement to any person or entity and the Customer agrees to acknowledge and accept any such assignment.

13.7 Governing Law

This Agreement will be governed by the laws of the Republic of South Africa and the applicable legislation as constituted in the Republic of South Africa from time to time.

13.8 Dispute Resolution

The parties will first attempt to resolve any dispute arising from or in connection with this Agreement by good-faith negotiation for a period of 10 (ten) business days following written notice of the dispute, before instituting any formal legal proceedings. This clause does not limit either party’s right to approach a court for urgent or interim relief.

SCHEDULE A – ECTA SECTION 43 INFORMATION

Supplier full name & legal status: DIGINAMIX (Pty) Ltd (private company)

Registration number: 2018/062066/07

VAT registration number: 4320294491

Physical address: 3 Concorde Rd, Eastrand, Johannesburg, South Africa

Telephone number: 072 183 7848

Website address: https://www.diginamix.marketing

Email address: roberto@diginamix.marketing

Address for service of legal documents: 3 Concorde Rd, Eastrand, Johannesburg, South Africa

Directors / office bearers: Roberto Pita

Main characteristics of goods/services offered: Website development, website maintenance, website hosting (where offered), SEO, paid advertising, social media management, content creation, branding, and related marketing services.

Pricing: As per quotation, invoice, or selected package (VAT inclusive or exclusive as stated therein).

Payment methods: EFT and/or third-party payment processors (e.g., PayFast) as made available.

Time for service rendering: As per quotation or scope of work; for recurring services: ongoing monthly until cancelled per clause 7.3.

Refund policy: Please refer to our Refund Policy at https://www.diginamix.marketing/refunds, which forms part of this Agreement by reference.

Security procedures & privacy policy: See https://www.diginamix.marketing/privacy and the security controls of the selected payment processor.

Minimum contract duration (where applicable): Month-to-month for recurring services unless otherwise stated in a signed service agreement.

Cooling-off / Immediate Commencement Consent: Where applicable, consumers may have statutory cooling-off rights for certain electronic transactions. Where the Customer requests immediate commencement of services, the Customer expressly consents to services starting immediately and acknowledges that the right to cooling-off may accordingly not apply.

Version: 2026-01-02