1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context clearly indicates otherwise, the following expressions shall bear the meanings assigned to them:

"AFSA" means the Arbitration Foundation of Southern Africa;

"Agreement" means this Master Services Agreement together with all Schedules, Annexures, and Statements of Work incorporated herein;

"Business Day" means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa;

"Change Request" means any request to amend, vary, expand, reduce, delay, accelerate, or otherwise alter the services, deliverables, timelines, assumptions, fees, or scope of work;

"Client" means the party identified as such in this Agreement, including its successors and permitted assigns;

"Client Materials" means all information, data, documents, logos, trademarks, content, product information, photographs, videos, scripts, brand assets, credentials, access details, approvals, and other materials supplied by or on behalf of the Client;

"Confidential Information" means any information of a confidential or proprietary nature disclosed by one Party to the other, whether orally, in writing or in any other form, including but not limited to business information, trade secrets, pricing, strategies, technical data, and know-how, but excluding information that:

• is or becomes public through no fault of the receiving Party;
• was lawfully known to the receiving Party prior to disclosure;
• is independently developed without reference to such information; or
• is disclosed pursuant to a legal obligation;

"Consultant" means any individual or entity engaged by Expand, whether as an independent contractor, freelancer, subcontractor or otherwise, to perform or assist in the performance of the Services;

"CPA" means the Consumer Protection Act 68 of 2008, as amended from time to time;

"Deliverables" means the final outputs, work product, media, websites, content, reports, campaigns or other materials expressly identified in a Statement of Work and produced by Expand for the Client;

"ECT Act" means the Electronic Communications and Transactions Act 25 of 2002;

"Effective Date" means the earlier of:

• the date of signature of this Agreement; or
• the date upon which the Client accepts a Quotation or Statement of Work;

"Expand" means Expand Digital (Pty) Ltd, registration number 2017 / 458977 / 07, a private company duly incorporated in accordance with the laws of the Republic of South Africa, including its permitted successors in title and assigns, its employees, consultants, subcontractors, and authorised representatives acting in the course and scope of providing services;

"Expand Materials" means all systems, templates, frameworks, know-how, methodologies, processes, strategies, working papers, source files, design files, code libraries, advertising structures, audience logic, campaign architecture, tools, prompts, internal documents, and other materials owned, developed, or used by Expand in rendering the Services, excluding Client Materials and excluding final paid-for Deliverables to the extent expressly transferred in terms of this Agreement;

"Fees" means all amounts payable by the Client to Expand in terms of this Agreement or any Statement of Work;

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including without limitation: acts of God; earthquake; flood; fire; lightning; severe storm; drought; epidemic or pandemic declared by a recognised public health authority; war (whether declared or undeclared); acts of terrorism; civil riot or unrest; government action; regulatory intervention; national state of disaster or emergency; strikes or industrial action (other than by the affected Party's own employees); prolonged power outages or load-shedding beyond levels reasonably anticipated; and failure or outage of third-party telecommunications networks or internet infrastructure;

"Intellectual Property" or "IP" means all patents, registered and unregistered trademarks, copyright, design rights, database rights, trade secrets, know-how, inventions, algorithms, and all other intellectual property rights of whatever nature, whether registered or unregistered, and including all applications and rights to apply for registration thereof;

"Independent Contractor" means a person or entity engaged by Expand to provide services on a non-employment basis, who is not an employee, partner, or agent of either Party, and who operates independently and at its own risk;

"Party" means either Expand or the Client, as the context requires; "Parties" means both of them;

"Platform(s)" means any third-party digital advertising, content management, social media, analytics, or web development platform used by Expand in delivering the Services, including without limitation Google (Google Ads, Google Analytics 4, Google Tag Manager), Meta (Facebook Ads Manager, Instagram, Meta Business Suite), LinkedIn Campaign Manager, TikTok for Business, Pinterest Ads, WordPress, Shopify, and any hosting or cloud infrastructure provider;

"POPIA" means the Protection of Personal Information Act 4 of 2013, including all regulations promulgated thereunder;

"Proprietary Methods" means Expand's confidential and proprietary methodologies, systems, strategies, campaign architectures, audience structures, funnel frameworks, optimisation processes, working files, templates and any other know-how constituting Expand's trade secrets;

"Quotation" means any written proposal, quotation or scope of work issued by Expand to the Client setting out the services, deliverables, fees and timelines;

"Retainer" means a monthly pre-paid services arrangement as described in this Agreement;

"Services" means the digital marketing and consulting services (Part B), media and content production services (Part C), and web design and development services (Part D), as applicable to each engagement and as further particularised in the applicable Statement of Work and Schedules;

"Statement of Work" or "SOW" means an accepted Quotation or a separately executed written document that specifies the particular services to be rendered, deliverables, timelines, fees, and any special conditions applicable to a specific engagement or project;

"Third-Party Costs" means any third-party expenses, disbursements, licence fees, subscriptions, platform charges, hosting charges, media spend, talent fees, contractor costs, travel costs, permit fees, stock asset costs, or similar expenses incurred for or in connection with the Services;

"VAT" means Value Added Tax levied in accordance with the Value Added Tax Act 89 of 1991 (South Africa), or any equivalent indirect tax in any applicable foreign jurisdiction.

1.2 Interpretation

1.2.1 Words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; and references to natural persons shall include juristic persons and unincorporated associations.

1.2.2 Headings and the table of contents are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

1.2.3 Where any provision of this Agreement conflicts with any applicable mandatory legislation, that legislation shall prevail to the extent of the conflict only, and the remainder of the Agreement shall remain of full force and effect.

1.2.4 Any reference to legislation includes all amendments thereto and all subordinate legislation made thereunder.

1.2.5 In the event of any conflict, inconsistency, or ambiguity between the provisions of:

• this Agreement;
• any Schedule;
• any Annexure; and
• any Statement of Work or Quotation,

the order of precedence shall be:

• this Agreement;
• the relevant Schedule;
• the relevant Annexure; and
• the relevant Statement of Work or Quotation,

unless the relevant Statement of Work expressly states that a particular provision is intended to override this Agreement or Schedule, and Expand has expressly agreed thereto in writing.

2. Appointment & Duration

2.1 The Client hereby appoints Expand as an independent service provider to render the Services described in each applicable Statement of Work, and Expand hereby accepts such appointment, subject to the terms and conditions of this Agreement.

2.2 This Agreement comes into effect on the Effective Date and shall remain in force until terminated in accordance with Clause 7, or until all obligations under all active Statements of Work have been fully performed and discharged, whichever is the later.

2.3 Each Statement of Work constitutes an individual, standalone contract incorporating all terms of this Agreement by reference. In the event of any conflict between a Statement of Work and this Agreement, the Statement of Work shall prevail in respect of that specific engagement only, and only to the extent of the specific conflict.

2.4 The existence of this Agreement does not obligate the Client to commission any particular Services, nor does it obligate Expand to accept any particular engagement. Each engagement is formalised through the execution of a Statement of Work.

3. Quotations, Proposals and Acceptance

3.1 All Quotations issued by Expand are valid for 30 (thirty) calendar days from the date of issue. Upon expiry of the validity period, Expand reserves the right to revise the Quotation or decline to provide the relevant Services, without any liability to the Client.

3.2 A binding contract in respect of the relevant Services shall come into existence upon the earliest of:

• the Client's written or electronic acceptance of the Quotation;
• the Client's digital signature or click-to-accept confirmation via electronic means as contemplated by the ECT Act; or
• the commencement of performance of the Services by Expand at the Client's request or with the Client's knowledge, acceptance, or express or tacit approval.

3.3 Each accepted Quotation shall incorporate the provisions of this Agreement by reference in their entirety, whether or not this Agreement is expressly referenced in the body of the Quotation.

3.4 No Services shall commence and no obligation to perform shall arise until all amounts stipulated as payable prior to commencement (including any deposit) have been received by Expand in cleared, immediately available funds.

3.5 Each Quotation shall include a detailed scope of work setting out the agreed deliverables and parameters of the engagement. By accepting a Quotation, the Client confirms that it has reviewed and verified the accuracy of the scope of work. Any additional requirements or changes arising after acceptance shall constitute out-of-scope work and shall be addressed by way of a formal variation order or supplementary quotation.

3.6 Any request by the Client to amend, vary, expand, reduce, delay, accelerate, or otherwise alter the services, deliverables, timelines, assumptions, or scope of work shall constitute a Change Request.

3.7 Upon receipt of a Change Request, Expand shall be entitled to assess the effect of the proposed change on pricing, resources, timelines, dependencies, and deliverables, and may issue a revised Quotation, revised Statement of Work, or written change order for the Client's approval.

3.8 Expand shall not be obliged to proceed with any Change Request unless and until the Client has approved the revised pricing, timelines, and scope in writing, including by email.

3.9 Where the Client instructs Expand to proceed urgently with a Change Request before formal written approval is signed, such instruction shall constitute acceptance of the revised scope and any associated Fees reasonably communicated by Expand.

3.10 Any work performed by Expand that falls outside the original agreed scope, whether arising from additional instructions, omitted information, delayed approvals, revised creative direction, or additional functionality requested by the Client, shall be separately chargeable.

4. Fees, Invoicing and Payment

4.1 All fees and charges are as specified in the applicable Statement of Work or Quotation. Unless expressly stated to the contrary, all amounts are quoted exclusive of VAT, which shall be charged at the prevailing statutory rate and shall be payable by the Client in addition to the fees.

4.2 Expand shall issue invoices in accordance with the payment milestones stipulated in the relevant Statement of Work. Where no milestones are specified, all invoices shall be due and payable within 30 (thirty) days of the date of the invoice.

4.3 All Retainer fees are payable monthly in advance on or before the 1st day of each calendar month and are strictly non-refundable, save as expressly provided in the Retainer cancellation provisions set out in Parts B and D of this Agreement.

4.4 Without prejudice to any other remedy available to Expand, late payments shall attract a penalty of 2% (two percent) per month, compounded monthly, calculated from the due date until the date of actual receipt of payment in cleared funds. Expand reserves the right to charge the prevailing prime lending rate plus a margin in respect of media production-related invoices, as may be specified in the relevant Statement of Work.

4.5 Ownership of and title to any deliverable shall not pass to the Client until all fees, charges, and expenses relating to or associated with that deliverable have been paid to Expand in full and in cleared funds. Until such time, Expand retains a security interest in all deliverables.

4.6 Where the Client fails to pay a deposit within 30 (thirty) days of acceptance of a Quotation, Expand shall be entitled to treat such Quotation as lapsed and to issue a revised Quotation on amended terms, including revised pricing.

4.7 The Client shall not be entitled to set off, withhold, or deduct any amount from fees payable to Expand, whether by reason of a disputed claim, counterclaim, or for any other reason, without Expand's prior written consent.

4.8 Expand reserves the right to suspend the provision of Services, including withdrawing access to or removing any website or digital assets, in the event that any invoice remains unpaid beyond 30 (thirty) days from its due date, without prejudice to Expand's right to claim all amounts owing.

4.9 Where an International Engagement is invoiced in a foreign currency (including USD, EUR, GBP, AUD, or such other currency as agreed in writing), the exchange rate applied shall be the prevailing interbank mid-market rate on the invoice date as published by the South African Reserve Bank. The Client bears all exchange rate risk on amounts invoiced in foreign currency.

4.10 All international payments shall be made free and clear of any withholding taxes, banking charges, SWIFT fees, or other deductions. If applicable law in the Client's jurisdiction requires a withholding deduction, the Client shall gross up the payment such that Expand receives the full invoiced amount net of such deduction. The Client shall promptly furnish Expand with the relevant withholding tax certificate(s).

4.11 Expand reserves the right, exercisable on 14 (fourteen) days' written notice, to require payment in ZAR for any engagement where exchange rate movements materially affect the commercial viability of the engagement.

4.12 In accordance with its obligations under FICA, Expand may require the Client to provide satisfactory proof of identity and, where applicable, proof of the source of funds, before commencing any engagement, including International Engagements. Expand's obligation to perform is suspended until all required FICA documentation has been received and verified to Expand's reasonable satisfaction.

4.13 Where any project is paused, delayed, or rendered inactive for a period exceeding 10 (ten) Business Days due to the Client's failure to provide materials, approvals, access, feedback, or payment, Expand shall be entitled to:

• pause the project;
• reallocate resources;
• revise the delivery timeline; and
• charge a reasonable project re-initiation fee before recommencing work.

4.14 The amount of the re-initiation fee shall depend on the nature of the delay, the extent of offboarding and re-onboarding required, and the disruption to Expand's production schedule, and shall be communicated to the Client in writing before work resumes.

5. Independent Contractor Status

5.1 Expand is engaged under this Agreement solely in the capacity of an independent contractor. Nothing in this Agreement, and nothing arising from the performance of Services hereunder, shall be construed as creating or implying any relationship of employer and employee, principal and agent, partners in a partnership, or joint venture partners, between Expand and the Client.

5.2 Expand has the sole and exclusive right to control and direct the means, manner, and method by which the Services are performed, subject always to the agreed Deliverables and outcomes stipulated in the applicable Statement of Work.

5.3 Expand may, at its sole discretion and at its own cost, appoint or engage subcontractors, freelancers, independent consultants, or other third-party service providers or sub-contractors to assist in the performance of any part of the Services. Such Sub-contractors shall not be deemed employees or agents of the Client. Expand shall remain fully and primarily responsible to the Client for the quality, timeliness, and professional standard of all work performed by any Sub-contractor.

6. Client Responsibilities

6.1 The Client shall, at its own cost and within a reasonable time, provide Expand with all information, digital assets, brand guidelines, content, approvals, materials, creative briefs, platform access credentials, and any other resources reasonably necessary to enable Expand to perform the Services efficiently and to the required standard.

6.2 The Client shall respond to all reasonable requests from Expand for information, feedback, decisions, or resources within 10 (ten) working days of such request. The Client acknowledges that failure to respond timeously may materially affect project timelines, result in additional costs, and release Expand from any obligation to meet agreed delivery dates. In such event, a project re-initiation fee may apply.

6.3 The Client represents, warrants, and undertakes that:

• all information, content, brand materials, and other inputs furnished to Expand are accurate, complete, truthful, and current;
• the Client has the full right and authority to furnish such materials to Expand for use in connection with the Services; and
• the use of such materials by Expand in the performance of the Services shall not infringe the Intellectual Property rights, personality rights, or any other rights of any third party, nor shall it contravene any applicable law or regulation.

6.4 The Client shall review all draft Deliverables, proofs, campaign assets, development versions, staging sites, edits, or final outputs submitted by Expand and shall provide approval, rejection, or consolidated feedback within the period specified in the applicable Statement of Work, or if no period is specified, within 5 (five) Business Days of submission.

6.5 If the Client fails to reject or comment on any Deliverable within the applicable review period, such Deliverable shall be deemed approved and accepted.

6.6 Any deliverable shall in any event be deemed approved and accepted if the Client:

• uses it;
• publishes it;
• launches it;
• circulates it;
• instructs Expand to proceed to the next stage of work based on it; or
• derives commercial benefit from it.

6.7 The Client shall not be entitled to reject any deliverable for reasons that amount merely to a change of preference, a new brief, or additional requirements not included in the original scope.

6.8 Once a deliverable has been approved or deemed accepted, any further work requested in relation thereto shall constitute additional work and may be separately charged.

7. Term and Termination

7.1 This Agreement and any Statement of Work may be terminated by either Party on not less than 30 (thirty) business days' written notice to the other Party, subject to the specific Retainer cancellation provisions set out in Parts B and D of this Agreement.

7.2 Notwithstanding Clause 7.1, either Party shall be entitled to terminate this Agreement or any Statement of Work with immediate effect by written notice to the other Party if:

7.2.1 the other Party commits a material breach of any provision of this Agreement and fails to remedy such breach within 10 (ten) business days of receiving written notice specifying the breach in reasonable detail and requiring its remediation;

7.2.2 the other Party is placed in provisional or final liquidation, business rescue, sequestration, or administration, or makes a general arrangement or composition with its creditors;

7.2.3 the other Party ceases, or threatens to cease, to carry on all or a substantial part of its business; or

7.2.4 in the case of termination by Expand: any invoice of Expand remains unpaid for a period exceeding 30 (thirty) days beyond its due date.

7.3 Upon termination of this Agreement or any Statement of Work for any reason whatsoever:

7.3.1 the Client shall immediately pay Expand all fees accrued and owing in respect of Services performed up to and including the effective date of termination, together with all expenses incurred;

7.3.2 each Party shall promptly return or permanently destroy, at the other Party's election, all Confidential Information of the other Party in its possession or control;

7.3.3 Expand shall return to the Client all of the Client's own digital assets, login credentials, and materials held by Expand, subject to receipt of all amounts outstanding; and

7.3.4 all licences granted under this Agreement shall terminate, subject to those provisions of Clause 8 that survive termination.

7.3.5 Any migration, transition, training, onboarding of a replacement service provider, export of files, transfer of accounts, structured handover support, or other post-termination assistance requested by the Client shall be separately billable at Expand's prevailing rates, unless expressly included in the applicable Statement of Work.

7.4 The following provisions shall survive the termination or expiry of this Agreement for any reason: Clauses 8 (Intellectual Property), 9 (Confidentiality and Data Protection), 11 (Indemnification), 12 (Limitation of Liability), 16 (Dispute Resolution), and 17 (Governing Law and Jurisdiction), together with any other provisions which by their nature are intended to survive termination.

Suspension

7.5 Without prejudice to any other rights available to Expand, Expand shall be entitled to suspend any or all Services immediately upon written notice to the Client if:

• any invoice remains unpaid after its due date;
• the Client fails to provide necessary information, approvals, access, materials, or instructions required for the Services;
• the Client commits any material breach of this Agreement;
• Expand reasonably believes that continued performance of the Services may be unlawful, misleading, unsafe, technically impracticable, or likely to expose Expand to legal, regulatory, or reputational risk.

7.6 During any period of suspension:

• Expand shall have no obligation to continue performing the suspended Services;
• all project timelines and delivery dates shall be extended accordingly;
• Expand shall not be liable for any delay, loss, or consequence arising from such suspension; and
• Expand may require payment of all outstanding amounts, the provision of all outstanding materials, and where applicable, payment of a restart or re-initiation fee before resuming the Services.

7.7 Suspension shall not constitute termination of this Agreement unless expressly stated by Expand in writing.

8. Intellectual Property

8.1 Subject to Clause 8.2 and to the prior receipt of all fees and charges relating to the relevant Deliverables in full and in cleared funds, all final, approved Deliverables specifically commissioned and produced for the Client shall, upon payment in full, vest in and belong absolutely to the Client, including all copyright and related rights therein, to the fullest extent permitted by applicable law.

8.2 Notwithstanding Clause 8.1, and notwithstanding any other provision of this Agreement, all Proprietary Methods and all pre-existing Intellectual Property of Expand (including without limitation Expand's proprietary campaign frameworks, audience architectures, conversion systems, code libraries, templates, algorithms, working files, creative processes, and all other materials constituting Expand's trade secrets) shall at all times remain the exclusive property of Expand. No assignment of any rights in such Proprietary Methods or pre-existing IP is affected by this Agreement or by the payment of any fees. Such materials are made available to the Client solely by way of a limited, non-exclusive, non-transferable, revocable licence for the duration of the relevant engagement, and any such licence shall terminate automatically and immediately upon the expiry or termination of the applicable Statement of Work.

8.3 Any ad campaigns, audience structures, custom audiences, campaign architectures, and related configurations created by Expand within the Client's advertising accounts on any Platform form part of the ongoing Services and are subject to Expand's Proprietary Methods. Upon termination of the applicable Services:

• the Client's advertising accounts shall be returned to the Client in a clean or baseline state;
• all proprietary configurations, audience structures, and campaign architectures constituting Expand's Proprietary Methods shall be removed as part of the standard handover process; and
• all final, approved creative assets that have been commissioned and paid for by the Client shall be delivered to the Client.

8.4 Subject to full payment and to Clause 8.2, the Client shall own all copyright and related rights in all final, approved media deliverables produced under this Agreement. Expand retains a non-exclusive, worldwide, royalty-free, perpetual licence to use finished media deliverables for Expand's own promotional, portfolio, and marketing purposes, unless and until revoked in writing by the Client.

8.5 Upon full payment, the Client shall own the bespoke design elements, custom code, and Client-supplied content incorporated into the website built for the Client. Third-party software licences, themes, plugins, platform subscriptions, and other licensed components procured or used by Expand in the development process remain subject to their respective licence terms and do not transfer to the Client. Should the Client migrate to a different service provider, the Client shall be required to independently procure all such licences.

8.6 Each Party warrants and represents that materials provided by it shall not infringe any third party's Intellectual Property rights. Expand shall not knowingly incorporate any third party's proprietary materials into the deliverables without the Client's prior express written approval and the provision of appropriate licensing or clearance documentation.

8.7 The Client hereby grants to Expand a non-exclusive, royalty-free, revocable licence to use the Client's trademarks, service marks, logos, trade names, brand materials, and other Intellectual Property solely for the purpose of performing the Services during the term of the applicable Statement of Work.

8.8 The Client acknowledges that certain data generated through the use of Platforms (including Google Ads data, Meta Pixel data, and analytics data) is subject to each respective Platform's terms of service and data policies. The Client shall be solely responsible for ensuring compliance with such Platform terms in respect of the Client's own obligations.

9. Confidentiality and Data Protection

9.1 Each Party undertakes to hold the other Party's Confidential Information in strict confidence and shall not, without the prior written consent of the disclosing Party, disclose such Confidential Information to any third party, or use it for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement. Each Party shall apply at least the same standard of care to protecting the other Party's Confidential Information as it applies to its own Confidential Information of a similar nature, and in all events no less than a reasonable standard of professional care.

9.2 The obligations of confidentiality in Clause 9.1 shall not apply to information that:

• is or becomes part of the public domain through no act or omission of the Receiving Party;
• was lawfully in the Receiving Party's possession prior to disclosure, as demonstrated by written records;
• is independently developed by the Receiving Party without reference to or use of the Confidential Information, as demonstrated by written records; or
• is received by the Receiving Party from a third party who was entitled to disclose it free of any confidentiality obligation.

9.3 Each Party may disclose the other Party's Confidential Information to the minimum extent required by applicable law, regulation, or court order, provided that the disclosing Party gives the other Party prompt written notice (to the extent permitted by law) and cooperates with the other Party in seeking any available protective order.

9.4 To the extent that either Party processes Personal Information in connection with the performance of this Agreement, each Party shall:

• process such Personal Information lawfully and in a manner that does not infringe the privacy rights of data subjects;
• collect Personal Information for a specific, explicitly defined, and legitimate purpose and not process it in a manner incompatible with that purpose;
• implement appropriate, reasonable technical and organisational measures to safeguard the integrity and confidentiality of Personal Information in its possession or under its control;
• notify the other Party and the Information Regulator of any actual or reasonably suspected security compromise involving Personal Information without undue delay and within the timeframes prescribed by POPIA; and
• not transfer or transmit Personal Information outside the borders of the Republic of South Africa without ensuring that the recipient is subject to a law, binding corporate rules, or binding agreement that provides an adequate level of protection substantially similar to POPIA, as required by section 72 of POPIA.

9.5 In the event that either Party becomes aware of any actual, suspected, or reasonably foreseeable unauthorised access to, acquisition of, loss of, or compromise of Personal Information processed in connection with this Agreement, that Party shall notify the other Party without undue delay and shall provide all reasonably necessary information and cooperation to enable compliance with POPIA and any other applicable data protection law.

10. Warranties

10.1 Expand represents and warrants to the Client that:

• it is duly incorporated, validly existing, and has full legal capacity and authority to enter into and perform this Agreement;
• this Agreement has been duly authorised by all necessary corporate action and constitutes Expand's valid and binding obligation;
• the Services shall be performed with reasonable skill, care, diligence, and expertise, consistent with generally accepted professional and industry standards applicable to the digital marketing and web development industries;
• the deliverables shall not contain any malicious code, computer virus, worm, ransomware, time bomb, or other harmful or disruptive element;
• websites delivered under this Agreement shall be compatible with modern, up-to-date web browsers as at the date of delivery; and
• Expand is not, as at the Effective Date, subject to any obligation, agreement, or restriction that would materially impair its ability to perform its obligations under this Agreement.

10.2 The Client represents and warrants to Expand that:

• it is duly constituted, validly existing, and has full legal capacity and authority to enter into and perform this Agreement;
• this Agreement has been duly authorised by all necessary action and constitutes the Client's valid and binding obligation;
• all materials, content, data, and information provided by the Client to Expand are accurate, complete, lawful, and free from third-party claims;
• the Client will use the Deliverables only in a manner consistent with all applicable laws, regulations, and Platform policies; and
• in respect of International Engagements, the Client has complied and will comply with all applicable export controls, international sanctions, anti-money laundering regulations, and foreign exchange control requirements in its jurisdiction.

10.3 Save as expressly set out in this Agreement, all implied warranties, conditions, and representations are excluded to the fullest extent permitted by applicable law.

11. Indemnification

11.1 Each Party hereby indemnifies, defends, and holds harmless the other Party and its shareholders, directors, officers, employees, agents, and successors from and against any and all third-party claims, demands, actions, proceedings, losses, damages, liabilities, costs, charges, and expenses (including reasonable attorney's fees on an attorney-and-client scale) arising from or attributable to:

• any material breach by the Indemnifying Party of any representation, warranty, obligation, or undertaking under this Agreement; or
• any act of negligence, gross negligence, fraud, or wilful misconduct on the part of the Indemnifying Party or its personnel.

11.2 The Client shall, in addition to Clause 11.1, indemnify and hold harmless Expand against Losses arising from or attributable to:

• any claim by a third party that materials or content supplied by the Client to Expand infringe that third party's Intellectual Property rights, personality rights, or any other rights;
• any sales tax, GST, VAT, digital services tax, or equivalent indirect tax payable in the Client's jurisdiction in connection with the delivery of Deliverables to the Client;
• the Client's use of the Deliverables in contravention of any applicable law, regulation, or Platform policy;
• the Client's failure to obtain any required licence, consent, clearance, or insurance; and
• in respect of International Engagements, any regulatory enforcement action, penalty, fine, or claim arising from the Client's failure to comply with its data protection, privacy, or advertising law obligations in the Client's jurisdiction.

11.3 Expand's indemnification obligations under Clause 11.1 shall not apply to Losses arising from or attributable to:

• the Client's breach of this Agreement;
• the Client's use of the Deliverables outside the scope of any licence granted; or
• modifications made to the Deliverables by the Client or any third party after delivery.

12. Limitation of Liability

12.1 Notwithstanding any other provision of this agreement, neither party shall be liable to the other party for any indirect, special, incidental, consequential, exemplary, or punitive damages of any kind, including without limitation any loss of profits, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data, loss of business opportunity, or cost of substitute services, howsoever arising (whether in contract, delict, statute, or otherwise), and whether or not such party had been advised of the possibility of such damages.

12.2 Subject to Clause 12.3, Expand's total aggregate liability to the Client arising out of or in connection with this Agreement, whether in contract, delict (including negligence), or otherwise, shall not in any event exceed the total fees actually paid by the Client to Expand during the period of 12 (twelve) calendar months immediately preceding the event or series of events giving rise to the relevant claim.

12.3 Nothing in this Clause 12 shall limit or exclude either Party's liability for:

• death or personal injury caused by that Party's negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot by law be excluded or limited.

12.4 The Client acknowledges that the fee structure of this Agreement reflects and is premised upon the limitations of liability set out in this Clause 12, and that such limitations are reasonable and constitute an essential element of the commercial basis upon which Expand is willing to provide the Services.

13. Insurance

13.1 The Client is solely responsible for obtaining, procuring, and maintaining all necessary and appropriate insurance coverage in connection with the receipt and use of the Deliverables and the conduct of its business activities, including but not limited to intellectual property insurance, products liability insurance, and such other insurance as may be required in the Client's jurisdiction.

13.2 Expand does not carry Professional Liability (Errors and Omissions) insurance. Where such insurance is required by law, by any Platform, or by the Client's own business operations, the Client shall ensure that appropriate coverage is in place before the commencement of the relevant Services and shall maintain such coverage for the duration of this Agreement.

13.3 International Clients are additionally responsible for ensuring that their insurance arrangements cover cross-border delivery and use of Deliverables and meet all applicable regulatory requirements in their home jurisdictions.

13.4 The Client shall indemnify and hold harmless Expand against any Losses arising from the absence, inadequacy, or failure of any insurance coverage that the Client was obligated to maintain under this Agreement.

14. Force Majeure

14.1 Neither Party shall be deemed to be in breach of this Agreement, nor shall either Party be liable to the other for any failure or delay in the performance of its obligations under this Agreement, to the extent that such failure or delay is directly caused by or results from a Force Majeure Event.

14.2 The Party affected by a Force Majeure Event shall:

• notify the other Party in writing as soon as reasonably practicable after the occurrence of the Force Majeure Event, specifying its nature, expected duration, and the obligations affected;
• use all reasonable endeavours to mitigate the effects of the Force Majeure Event; and
• resume performance of its affected obligations as soon as reasonably practicable after the cessation of the Force Majeure Event.
• If a Force Majeure Event continues for a period exceeding 30 (thirty) consecutive calendar days, either Party shall be entitled to terminate the affected Statement of Work upon 10 (ten) days' written notice to the other Party, without any further liability, save that the Client shall remain liable for all fees and charges accrued in respect of Services already performed up to the date of termination.

15. Dispute Resolution

15.1 The Parties shall endeavour to resolve any dispute, claim, or difference arising out of or in connection with this Agreement amicably through good-faith negotiation. Either Party may initiate the negotiation process by written notice to the other Party setting out the nature of the dispute.

15.2 If the dispute is not resolved within 10 (ten) Business Days after such notice, either Party may refer the dispute to mediation.

15.3 If the dispute is not resolved through mediation within 10 (ten) Business Days after referral, or such longer period as the Parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration in Cape Town in accordance with the rules of the Arbitration Foundation of Southern Africa by one arbitrator appointed in accordance with those rules.

15.4 Notwithstanding the aforegoing, Expand shall be entitled, without first referring the matter to mediation or arbitration, to:

• issue a letter of demand in respect of any unpaid invoice or other amount due and payable under this Agreement;
• institute action in any court of competent jurisdiction for payment of any liquidated or undisputed amount due under this Agreement;
• seek judgment for any amount reflected in Expand's invoices, statements, or accounting records as being due and payable, subject to the Client's right to defend such proceedings; and
• pursue any urgent or interim relief, including interdictory relief, preservation relief, or enforcement relief.

15.5 For purposes of clause 15.4, a "liquidated amount" means any amount that is fixed, readily ascertainable, or capable of prompt calculation from the terms of this Agreement, a Statement of Work, Quotation, invoice, rate card, or agreed pricing schedule.

15.6 The institution by Expand of demand or court proceedings for recovery of any amount due shall not constitute a waiver of any other rights available to Expand under this Agreement.

15.7 Any settlement agreement, mediation outcome, or arbitral award may be made an order of court.

16. Governing Law and Jurisdiction

16.1 This Agreement and all matters arising from or in connection with it (whether in contract, delict, statute, or otherwise) shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of laws principles.

17. General Provisions

17.1 This Agreement, together with all Schedules, Annexures, and executed Statements of Work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes and cancels all prior negotiations, representations, warranties, understandings, communications, and agreements, whether oral or written, relating to such subject matter.

17.2 No amendment, variation, or modification of this Agreement or any Schedule shall be of any force or effect unless reduced to writing and signed by duly authorised representatives of both Parties.

17.3 No failure or delay by either Party to exercise, and no single or partial exercise of, any right, power, or remedy under this Agreement shall constitute a waiver of that right, power, or remedy or prevent or restrict any further exercise of that or any other right, power, or remedy.

17.4 If any provision of this Agreement is found by a competent court or arbitrator to be invalid, unlawful, or unenforceable under applicable law, such provision shall be severed from this Agreement and deemed not to form part thereof, and the remaining provisions shall continue in full force and effect as if this Agreement had been executed without the invalid or unenforceable provision. The Parties shall negotiate in good faith to replace the severed provision with a valid and enforceable provision that, as closely as possible, achieves the same commercial and legal effect as the original provision.

17.5 Neither Party may cede, assign, transfer, delegate, or otherwise dispose of any or all of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Expand may assign this Agreement or any part thereof to any entity that is a related or associated company of Expand (as defined in section 2 of the Companies Act 71 of 2008), or to a bona fide successor entity in the context of a business sale, merger, or corporate restructuring, upon giving the Client 30 (thirty) days' prior written notice.

17.6 All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly delivered:

• on the date of delivery, if delivered by hand;
• on the date of confirmed delivery, if sent by courier;
• on the next Business Day after transmission, if sent by email to the designated email address of the recipient, provided that no error or non-delivery message is received by the sender.

17.7 Notices relating to breach, suspension, termination, or legal process shall be sent by email and one additional method, being either hand delivery or courier, unless the Parties agree otherwise in writing.

17.8 Each Party nominates the address set out on the signature page of this Agreement as its domicilium citandi et executandi for all purposes arising from this Agreement.

17.9 Nothing in this Agreement shall be construed as creating, constituting, or implying any agency, partnership, joint venture, consortium, or any other form of association between the Parties for any purpose.

17.10 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. An electronic signature, whether applied by means of a dedicated electronic signature platform, a scanned wet-ink signature transmitted via email, or any other form recognised under section 13 of the ECT Act, shall be of full legal force and effect and shall constitute a valid, binding, and enforceable signature.

17.11 Each Party confirms that, prior to executing this Agreement, it has had an adequate and reasonable opportunity to seek independent legal advice in respect of the terms and conditions hereof, and that it has either obtained such advice or voluntarily elected not to do so. This Agreement shall not be construed against either Party solely by reason of that Party being responsible for drafting or preparing it.

Part B: Digital Marketing and Consulting Services

The provisions of this Part B apply specifically to Digital Marketing and Consulting Services and are to be read together with the General Terms in Part A. In the event of conflict, the General Terms prevail unless expressly stated otherwise.

18. Scope of Digital Marketing Services

18.1 Expand shall provide the digital marketing and consulting services specified in the applicable Statement of Work, read together with Schedule 1 to this Agreement. Such services may include, without limitation: paid media strategy, management and optimisation across Platforms; social media strategy and content planning; email marketing and automation; conversion rate optimisation; sales funnel architecture and implementation; brand strategy; and related digital marketing consulting.

18.2 Expand represents and warrants that it possesses the expertise, qualifications, and resources necessary to perform the Services to a professional standard. Expand shall apply its best reasonable professional efforts in performing the Services.

18.3 Expand does not, and cannot, guarantee any specific results from the performance of Digital Marketing Services, including without limitation any guaranteed return on advertising spend (ROAS), lead volumes, revenue targets, cost per acquisition, conversion rates, or Platform ranking positions. All such outcomes are subject to market conditions, consumer behaviour, Platform algorithms, competitive landscape, and numerous other factors beyond Expand's control. Nothing in this Agreement or any Statement of Work constitutes a performance guarantee.

18.4 The Client acknowledges that Platform advertising policies, features, and algorithms are subject to change without notice by the Platform operators. Expand shall not be liable for any adverse impact on performance or on the scope of agreed Services resulting from changes to Platform policies, algorithms, or available features.

19. Proprietary Methods — Expand's Unique Approach

19.1 The Client acknowledges and accepts that Expand's provision of Digital Marketing Services is predicated upon and gives effect to Expand's Proprietary Methods, which constitute Expand's core competitive advantage and trade secrets. Expand's Proprietary Methods encompass, without limitation, its systematic approach to building high-performing sales funnels, its audience architecture and segmentation frameworks, its conversion optimisation systems, its campaign structures, and its strategic methodologies, all of which have been developed through substantial investment of time, skill, and resources.

19.2 The Client expressly acknowledges and irrevocably agrees that:

• it shall have no right of access to or ownership of Expand's Proprietary Methods or working files at any time;
• the Proprietary Methods are licensed to the Client solely for the benefit of the Client during the engagement and shall not be reproduced, reverse-engineered, or disclosed to any third party; and
• the limited licence to the Proprietary Methods terminates automatically upon the expiry or termination of the relevant Statement of Work.

19.3 Upon termination of Digital Marketing Services, Expand shall implement the following standard handover protocol:

• within 5 (five) business days of the effective termination date, Expand shall remove its proprietary campaign configurations, audience structures, and architectural elements from the Client's advertising accounts;
• the Client's advertising accounts shall be restored to a clean baseline state; and
• all final, approved creative assets commissioned and paid for by the Client shall be packaged and delivered to the Client via a secure transfer method.

20. Marketing Fees, Supervision, Ad Spend and Expenses

20.1 Fees for Digital Marketing Services shall be as specified in the applicable Statement of Work and may include monthly Retainer management fees, project-based fees, or performance-linked fees, as agreed in writing by the Parties.

20.2 The Client shall designate a named Client Contact who shall serve as Expand's sole and primary point of contact for all instructions, approvals, and feedback in respect of the Digital Marketing Services. Expand shall not be required to act on instructions received from any person other than the designated Client Contact, unless the Client has notified Expand in writing of a substituted or additional authorised contact.

20.3 The Client's advertising budget across all Platforms is wholly separate from and in addition to Expand's management and service fees. The Client shall fund its advertising accounts directly by means of credit card, bank transfer, or Platform prepaid balance. Expand does not advance, float, or carry any advertising spend on the Client's behalf. Budget increases above the approved monthly amount require the Client's prior written approval in each instance.

20.4 Expand is not authorised to incur any expenses on the Client's behalf without the Client's prior written approval in each case. Pre-approved expenses shall be reimbursed by the Client against the presentation of reasonable supporting documentation within 30 (thirty) days of invoice.

Part C: Media and Content Production Services

The provisions of this Part C apply specifically to Media and Content Production Services and are to be read together with the General Terms in Part A.

21. Production Quality and Standards

It is a material and fundamental term of this Agreement that all completed media Deliverables produced by Expand shall comply with applicable professional production standards and shall be of the quality, standard, and character stipulated in the applicable Statement of Work and bid estimate. All media shall be artistically produced with appropriate direction, cinematography, photography, sound design, visual effects, animation, and synchronisation as agreed.

22. Furnishing of Materials and Releases

22.1 Unless otherwise expressly agreed in the Statement of Work, the Client shall be responsible for supplying, at its own cost: all scripts and creative briefs; storyboards and art direction references; product samples and props; production notes and brand guidelines; licensed music compositions and all associated synchronisation and master rights clearances; celebrity and talent bookings together with all talent agreements and SAG/AFTRA or relevant union clearances where applicable; and any other third-party content, elements, or permissions required for the production.

22.2 All talent contracting forms and the filing thereof with applicable regulatory, union, or guild bodies shall be the direct and sole responsibility of the Client, and Expand shall have no liability in respect thereof.

22.3 Expand shall:

• deliver the completed media Deliverables in the agreed formats and specifications;
• obtain and deliver consents, waivers, and releases from all talent and persons engaged by Expand in connection with the production, to the extent permissible under applicable union or guild agreements; and
• supply all equipment, crew, and materials required for the production unless exceptions are expressly recorded in the Statement of Work.

23. Changes in Production Specifications

23.1 If at any time during production the Client wishes to make any change or variation from approved scripts, storyboards, or work in progress, and such change would result in additional costs to Expand, Expand shall, before incurring such additional costs, provide the Client with a written estimate of the additional costs. Expand shall proceed with such changes only after receiving the Client's prior written approval. Any such approved additional costs shall be incorporated into and payable with the final invoice, on the same terms as the original fees.

24. Contingency and Weather Days

24.1 A contingency day is any day on which a scheduled production shoot is wholly or substantially prevented from proceeding due to circumstances beyond Expand's reasonable control, including:

• adverse weather conditions that are inconsistent with the prescribed shooting conditions or that present a safety risk;
• injury, illness, or absence of Client-supplied talent, products, or key elements;
• any Force Majeure Event; or
• any additional day arising from a Client-insured reshoot.

24.2 Expand shall quote a contingency day rate (as a 'not to exceed' figure per day) in the applicable SOW or bid estimate for the Client's prior written approval. This figure shall not include additional premium costs for crew or suppliers triggered by the contingency day falling on a weekend, public holiday, or on a premium rate day arising from consecutive employment.

24.3 Expand acknowledges its professional obligation to minimise contingency day liabilities and shall apply all reasonable and accepted industry practices in this regard.

25. Cancellation and Postponement of Productions

A cancellation or postponement shall mean any rescheduling of a production to a later date, or any total cancellation of a project, in either case at the direction of or caused by the Client.

Film and Digital Video Production

25.1 Where notice of cancellation or postponement is given to Expand 1 (one) to 10 (ten) working days before the scheduled commencement of the shoot: the Client shall be liable to Expand for all out-of-pocket costs incurred; the full director's fee as bid; and the full production fee as bid.

25.2 Where notice is given 11 (eleven) to 15 (fifteen) working days before commencement: the Client shall be liable for all out-of-pocket costs incurred; not less than 50% (fifty percent) of the director's fee as bid; and not less than 50% of the production fee as bid.

25.3 Where notice is given more than 15 (fifteen) working days before commencement: the Client shall be liable for all out-of-pocket costs incurred; not less than 25% (twenty-five percent) of the director's fee as bid; and not less than 25% of the production fee as bid.

CGI and Animation Production

25.4 Where notice of cancellation or postponement is given after the midpoint of the production schedule (that is, after the midpoint between the start date and the agreed final delivery date): the Client shall be liable for the full cost of the project as bid.

25.5 Where notice is given during the second quarter of the production schedule: the Client shall be liable for all out-of-pocket costs (including all staff and freelance labour costs, with such labour costs to include remuneration through the original completion date if not rebooked); the full creative fees as bid; and the full production fee as bid.

25.6 Where notice is given during the first quarter of the production schedule: the Client shall be liable for all out-of-pocket costs including staff and freelance labour (calculated as in 26.5); not less than 50% of the creative fees as bid; and not less than 50% of the production fee as bid.

26. Use of Completed Media for Publicity

Unless and until the Client notifies Expand in writing to the contrary, Expand shall have a revocable, non-exclusive licence to use, display, and reproduce finished media Deliverables produced under this Agreement for Expand's own promotional, portfolio, case study, and marketing purposes, including on Expand's website and social media channels.

Part D: Web Design and Development Services

The provisions of this Part D apply specifically to Web Design and Development Services and are to be read together with the General Terms in Part A.

27. Scope of Web Services

27.1 Expand shall provide web design, web development, website management, and related technical services as described in the applicable Statement of Work, read together with Schedule 2 to this Agreement.

28. Payment Structure — Web Projects

28.1 Project Deposit: All web design and development projects require a non-refundable deposit of 50% (fifty percent) of the total project fee, which shall be paid to Expand in cleared funds before any work commences. The remaining 50% shall be due and payable upon practical completion of the project. The deposit shall be non-refundable in all circumstances.

28.2 If the Client requires an alternative payment plan, such arrangement must be expressly agreed and recorded in writing in the Quotation or Statement of Work prior to the Client's signature of acceptance. In the absence of such written agreement, the standard 50/50 structure in Clause 28.1 shall apply.

28.3 Any web development or maintenance work requested after project launch by a Client not on an active Retainer shall be charged at Expand's then-current ad hoc rate of R1,020 (one thousand and twenty Rand) exclusive of VAT per hour, up to a ceiling of R4,080 (four thousand and eighty Rand) exclusive of VAT per request. Work that is reasonably expected to exceed R4,080 shall be quoted for and approved as a separate project prior to commencement.

28.4 All project Quotations include hosting of the development and staging environment for a period of up to 6 (six) calendar months from the date of Quotation acceptance. After the expiry of this period, additional hosting fees shall apply at Expand's prevailing rates.

29. Retainer Services — Web

29.1 All web management Retainer fees shall be paid monthly in advance on or before the 1st day of each calendar month. Retainer fees are non-refundable in all circumstances.

29.2 The minimum Retainer engagement is 5 (five) hours per month, equating to R5,100 (five thousand one hundred Rand) exclusive of VAT at Expand's current rates, as may be updated from time to time on 30 days' written notice.

29.3 Any billable hours accrued in a calendar month in excess of the Client's contracted Retainer maximum shall be billed separately at the current ad hoc hourly rate. Expand shall notify the Client in writing as soon as the Client's monthly allocation is being approached. The Client may elect to pause further Retainer work until the following month's allocation refreshes, in order to avoid overage charges.

29.4 Retainer hours are valid exclusively for the calendar month in which they are allocated and are not transferable. Unused hours shall lapse at the end of the relevant calendar month and shall not carry over, accumulate, or attract any credit or refund.

29.5 The Client shall submit a written cancellation request by email to accounts@expand.agency no later than the final business day of the month immediately preceding the month in which cancellation is to take effect. Expand shall continue to provide the Services through the final day of the last paid calendar month and shall cease further charges with effect from the first day of the following month. No pro-rated refund shall be made in respect of any calendar month already paid. By way of illustration: a cancellation notice submitted on 15 January shall take effect on 1 February; the January payment shall not be refunded; and Expand shall continue to provide Services through 31 January.

30. Client Responsibilities — Web

30.1 The Client shall provide consolidated feedback on each version of the development or staging site within 5 (five) working days of receiving notification that such version is ready for review. Failure to provide feedback within this period may result in timeline extensions and, where applicable, additional charges.

30.2 Where the applicable Statement of Work includes a site mapping phase, the duration of such phase shall be: 1 (one) calendar month for projects comprising between 1 and 8 pages; and 2 (two) calendar months for projects exceeding 8 pages. The Client shall review and sign off the sitemap timeously within the applicable phase.

30.3 The Client acknowledges and accepts that it shall bear the cost of all third-party software licences, code licences, plugins, premium themes, and other proprietary assets required to complete the project, subject always to the Client's prior written approval before any such cost is incurred.

30.4 Prior to launch, the Client shall conduct thorough quality assurance testing on the staging site, including testing of all contact forms, payment gateways, e-commerce functionality, links, redirects, and any other functionality relevant to the project scope. Expand shall use reasonable endeavours to test the site internally, but shall not be held liable for defects or errors not identified during Expand's internal testing that were reasonably discoverable by the Client during its own testing.

30.5 Following launch, the Client shall report any bugs, defects, or non-conformances (meaning functionality that fails to operate as specified in the agreed and signed-off scope) within 5 (five) business days of the site going live. Expand shall remedy confirmed defects within 5 (five) business days of receiving a detailed written report. Any issues reported after the 5-business-day post-launch reporting window, or any issues arising from Client-side changes made after launch, shall be treated as new work and charged at the applicable ad hoc rate.

30.6 If a project cannot be completed within 12 (twelve) calendar months of its Commencement Date due to delays, failures to provide feedback, or failures to supply required resources attributable to the Client, Expand shall be entitled to add to the outstanding balance a delay surcharge of 10% (ten percent) of the original project value for each additional 6 (six) month period during which the project remains incomplete.

31. Expand's Responsibilities — Web

31.1 In the performance of Web Design and Development Services, Expand undertakes to:

31.1.1 prepare and issue Quotations that include full, accurate, and transparent details of the proposed scope, deliverables, timelines, and pricing;

31.1.2 communicate any proposed amendments to scope or pricing in writing before the Client is required to approve such amendments;

31.1.3 notify the Client promptly and in writing if any Client request constitutes work outside the agreed scope, and provide a supplementary quotation before commencing such out-of-scope work;

31.1.4 request required resources, content, and feedback from the Client with reasonable advance notice and communicate clear and reasonable timelines for such requests;

31.1.5 notify the Client in writing before applying any additional site mapping fees;

31.1.6 notify the Client in writing before procuring any apps, plugins, premium themes, or other assets that will attract additional charges;

31.1.7 ensure that all technical elements of the website are functioning correctly and that all deliverables within the agreed scope are implemented to the best of Expand's professional ability;

31.1.8 use reasonable efforts to resolve any bugs or defects reported by the Client within 5 (five) business days of site launch, and to communicate proactively if additional time is required;

31.1.9 communicate project closure milestones, handover procedures, and billing timelines clearly and in advance;

31.1.10 invoice the Client promptly and accurately; and

31.1.11 make appropriate and timely recommendations regarding the suitability of a web management Retainer for ongoing maintenance needs.

32. Hosting and Third-Party Servers

32.1 Expand's preferred hosting provider is Yousemble. Expand cannot guarantee full or equivalent functionality for websites deployed on third-party hosting providers other than Yousemble.

32.2 Where the Client elects to use a third-party hosting provider, it shall be the joint and several responsibility of the Client and the third-party host to ensure that the hosting environment is compatible with and optimised for the website. Expand shall use reasonable endeavours to assist with the upload and configuration of website files on the third-party server, which may be subject to additional charges to be agreed in advance.

32.3 Where the website is to be deployed on a third-party server, the Client shall ensure that Expand is granted sufficient temporary access to the server, the relevant domain registrar, the DNS management panel, and any other systems or resources necessary for the deployment and configuration of the website. Such access shall be revoked by the Client promptly upon completion of the deployment.

33. Ownership of Web Assets

33.1 Upon receipt by Expand of all fees, charges, and expenses due in respect of the web project in full and in cleared funds, all custom design elements, bespoke code, and Client-supplied content incorporated into the website shall vest in and belong absolutely to the Client.

33.2 The following categories of assets shall not form part of the Client's ownership and shall not transfer to the Client upon completion of the project or termination of this Agreement: third-party software licences (including WordPress themes and plugins); Shopify theme licences; Platform subscriptions; hosting account licences; code libraries subject to third-party licences; and any other proprietary assets procured from third parties by Expand for use in the project. Should the Client migrate to a different service provider, the Client shall be required to independently procure all such assets and licences at its own cost.

34. Intellectual Property Infringement — Web

34.1 Expand represents, but expressly does not warrant, that to the best of its knowledge and belief, the website delivered to the Client under this Agreement shall not infringe any valid and subsisting Intellectual Property right of any third party. The Client acknowledges that Expand's representation in this regard is made to the best of Expand's knowledge only and does not constitute a warranty of non-infringement.

34.2 The Client shall indemnify and hold harmless Expand against any and all claims, costs, expenses, damages, and attorney's fees (on an attorney-and-client scale) arising from or relating to any allegation that materials incorporated into the website at the Client's request, or the Client's use of the website, infringe any third party's Intellectual Property rights.

Schedule A: Digital Marketing Service Schedule

This Schedule A forms part of the Master Services Agreement between Expand Digital and the Client and sets out the specific deliverables and platform-specific terms applicable to Digital Marketing Services. This Schedule is activated by an executed Statement of Work (SOW) referencing Schedule A.

A1. Core Digital Marketing Deliverables

The following deliverables may be included in an engagement, as specified in the applicable SOW:

Paid Media Management (Meta — Facebook & Instagram Ads)

• Campaign strategy and account structure setup (campaign, ad set, and ad level architecture);
• Audience research, creation, and management (core audiences, custom audiences, lookalike audiences);
• Ad creative briefing, copywriting recommendations, and creative direction;
• A/B testing and creative performance analysis;
• Pixel implementation oversight and conversion event configuration;
• Budget management and bid strategy optimisation;
• Monthly/bi-weekly performance reports (including reach, impressions, CTR, CPC, ROAS, and conversion data);
• Ongoing campaign monitoring and optimisation.

Paid Media Management (Google Ads)

• Search, Display, YouTube, Performance Max, and/or Shopping campaign setup and management;
• Keyword research, match type strategy, and negative keyword management;
• Ad copy creation and extension setup;
• Google Tag Manager and conversion tracking setup (in coordination with the Client's development team);
• Quality Score optimisation and landing page recommendations;
• Budget allocation and bidding strategy management;
• Monthly/bi-weekly performance reports (including impressions, clicks, CTR, CPC, conversion rate, and CPA).

Social Media Strategy and Management

• Social media audit and platform strategy;
• Content calendar development and scheduling;
• Organic post creation (copy and creative direction);
• Community management (response to comments and messages as agreed in SOW);
• Monthly analytics and engagement reports.

Conversion Rate Optimisation (CRO) and Funnel Strategy

• Sales funnel mapping and gap analysis;
• Landing page strategy and copywriting recommendations;
• Lead magnet and email sequence strategy;
• Heatmap and user behaviour analysis (where tools are available);
• CRO recommendations and testing plans.

A2. Platform-Specific Terms — Meta (Facebook & Instagram)

A2.1 Ad Account Ownership and Access: The Client's Meta Business Manager and ad accounts remain the property of the Client at all times. Expand shall be granted Partner Access or appropriate ad account access for the purposes of managing campaigns. The Client shall not revoke Expand's access during the term of an active engagement without providing 30 days' notice, except in the event of Expand's material breach.

A2.2 Meta Pixel and Data: The Client is responsible for installing and maintaining the Meta Pixel on its website. Expand shall provide implementation guidance. The Client warrants that it has appropriate consent mechanisms (cookie banners, privacy policies) in place for the collection of pixel data from website visitors, in compliance with POPIA and, where applicable, the GDPR/UK GDPR. The Client shall ensure that its use of custom audiences complies with Meta's Terms of Service and applicable data protection laws.

A2.3 Ad Creative and Content Approvals: All ad creative must be approved by the Client before publication. Expand shall submit creative for approval with a minimum of 3 (three) business days' lead time. The Client's approval (written or by email) constitutes instruction to proceed.

A2.4 Ad Spend: The Client's advertising budget is managed separately from Expand's management fees. Ad spend is billed directly to the Client's payment method on the Meta platform. Expand is not responsible for any ad spend charges incurred through the Client's own account.

A2.5 Meta Platform Changes: Meta's advertising platform, policies, and algorithm are subject to frequent and material change without notice. Expand shall use its best efforts to adapt campaigns to such changes, but shall not be liable for any decline in performance or revenue resulting from Meta platform changes, policy updates, or account restrictions imposed by Meta.

A2.6 Account Restrictions and Bans: Expand shall not be liable for any Meta account restriction, suspension, or ban arising from: (a) the Client's industry or advertised product category (including but not limited to regulated industries); (b) content provided by the Client; or (c) the Client's prior account history. Expand will use reasonable efforts to assist with appeals, but cannot guarantee reinstatement.

A3. Platform-Specific Terms — Google Ads

A3.1 Account Ownership and Access: The Client's Google Ads account shall remain the property of the Client. Expand shall be granted Manager Account (MCC) access for campaign management purposes.

A3.2 Conversion Tracking: Expand shall implement conversion tracking via Google Tag Manager and/or Google Ads Conversion Tags. The Client is responsible for providing website access and cooperating with the technical implementation. Expand shall not be liable for conversion data inaccuracies arising from third-party platform conflicts, ad blockers, or browser privacy restrictions.

A3.3 Google Ad Spend: The Client's Google Ads budget is managed separately from Expand's management fees and is billed directly to the Client's linked payment method by Google. Expand is not responsible for ad spend charges incurred through the Client's account.

A3.4 Google Platform Changes: Google's advertising policies, Quality Score algorithms, and auction mechanisms are subject to change. Expand shall use best efforts to adapt but shall not be liable for performance impacts caused by Google platform changes, including the introduction of automated Smart Campaigns, Performance Max changes, or auction dynamics.

A3.5 Policy Compliance: The Client warrants that its products, services, website, and landing pages comply with Google Ads policies. Expand shall not be liable for account suspensions or campaign disapprovals arising from the Client's non-compliance with Google's policies.

A3.6 Google Analytics: Where Google Analytics 4 (GA4) integration is in scope, Expand shall configure tracking as agreed. The Client is responsible for ensuring its website privacy policy and cookie consent mechanisms comply with Google's usage policies and applicable data protection laws.

A4. Reporting and Communication

A4.1 Expand shall provide performance reports at the frequency agreed in the applicable SOW (typically monthly or bi-weekly). Reports shall include agreed key performance indicators (KPIs) as specified in the SOW.

A4.2 Reports are provided for informational purposes. Past performance is not indicative of future results.

A4.3 Expand shall make reasonable efforts to schedule a monthly or bi-monthly review call with the Client Contact to discuss performance, strategy, and upcoming initiatives.

A5. Third-Party Tools and Software

A5.1 Expand may use third-party tools, software, and platforms in delivering the Services (including but not limited to scheduling tools, analytics platforms, design software, and reporting dashboards). Where such tools require access to the Client's accounts, Expand shall obtain the Client's approval before granting access.

A5.2 The Client shall bear the cost of any third-party tool licences specifically procured for the Client's engagement, as agreed in the SOW.

A5.3 Expand shall use third-party tools in accordance with their terms of service and applicable data protection laws.

Schedule B: Web Design and Development Services Schedule

This Schedule B forms part of the Master Services Agreement between Expand and the Client and sets out the specific deliverables and platform-specific terms applicable to Web Design and Development Services. This Schedule is activated by an executed Statement of Work (SOW) referencing Schedule B.

B1. Core Web Design and Development Deliverables

The following deliverables may be included in an engagement, as specified in the applicable SOW:

Discovery and Planning

• Discovery session and requirements gathering;
• Site architecture and information architecture (IA) development;
• Sitemap creation and sign-off;
• Technical specification documentation.

UX/UI Design

• Wireframes and/or low-fidelity mockups for agreed pages;
• High-fidelity visual design (desktop and mobile) for agreed pages;
• Brand application and style guide implementation;
• Client design review and revision rounds (as specified in the SOW).

Development

• Front-end development (HTML, CSS, JavaScript) based on approved designs;
• Content Management System (CMS) integration and configuration;
• Responsive/mobile-first development;
• Contact form and basic enquiry form integration;
• SEO foundation: metadata, page titles, alt text, XML sitemap, and robots.txt;
• Basic performance optimisation (image compression, caching);
• Staging/development environment setup and client review.

Launch and Handover

• Migration from staging to live environment;
• DNS and hosting configuration;
• Post-launch quality assurance (QA) testing;
• Training session for Client CMS use (as agreed in the SOW);
• Handover of agreed credentials and access.

B2. Platform-Specific Terms — WordPress

B2.1 Where the website is built on WordPress:

• Expand shall use licensed WordPress themes and plugins. Licences for premium themes and plugins are for the benefit of the specific website and shall be disclosed to the Client in the Quotation;
• The Client shall be responsible for ongoing WordPress core, theme, and plugin update management after the project handover, unless the Client is on a Web Maintenance Retainer;
• Expand does not guarantee compatibility of future WordPress updates with the delivered website after the handover period. Ongoing maintenance is available under a Retainer;
• The Client shall not install additional plugins or make core code modifications without Expand's written approval during the project period; and
• WordPress licences and the WordPress platform itself are open-source and do not require a paid licence. However, premium theme and plugin licences do not transfer in perpetuity and may require annual renewal.

B3. Platform-Specific Terms — Shopify

B3.1 Where the website is built on the Shopify platform:

• The Client is required to maintain an active Shopify subscription. Shopify subscription fees are payable directly to Shopify by the Client and are not included in Expand's fees;
• Expand shall configure the Shopify store, theme, and apps as agreed in the SOW. Shopify theme licences are subject to Shopify's standard licensing terms;
• Shopify app subscriptions required for the build (e.g., review apps, subscription apps, loyalty apps) shall be disclosed in the Quotation and are payable by the Client;
• Shopify's platform, checkout process, and payment gateway integrations are governed by Shopify's own terms of service. Expand does not control and shall not be liable for Shopify platform outages, policy changes, or payment processing failures;
• The Client shall maintain a valid Shopify account and shall be responsible for compliance with Shopify's Acceptable Use Policy.

B4. Platform-Specific Terms — Other CMS Platforms

B4.1 Where the website is built on any other platform (including Webflow, Squarespace, Wix, Craft CMS, or a custom-built solution), the applicable platform's terms of service and licence requirements shall be disclosed in the Quotation and agreed in the SOW. The same principles as set out in B2 and B3 shall apply mutatis mutandis.

B5. Third-Party Integrations

B5.1 Expand shall implement third-party integrations specified in the SOW (e.g., Google Analytics 4, Meta Pixel, CRM systems, email marketing platforms, booking systems, payment gateways). The following provisions apply:

• The Client shall provide valid account credentials and access for all required third-party platforms;
• Expand shall not be liable for the performance, security, or terms of service of any third-party platform;
• The Client is responsible for ensuring that the use of third-party integrations (particularly tracking and analytics tools) complies with applicable data protection laws, including POPIA, GDPR, and CCPA, and for maintaining appropriate privacy policies and consent mechanisms;
• Where a third-party integration requires paid API access or a developer account, this shall be agreed in the SOW and is for the Client's account.

B6. Website Maintenance Retainer — Scope

B6.1 A Web Maintenance Retainer may cover the following, as agreed in the SOW:

• WordPress core, theme, and plugin updates;
• Security monitoring and malware scanning;
• Performance monitoring and optimisation;
• Minor content updates (text, images, documents);
• Technical support and troubleshooting;
• Monthly or quarterly site health reports.

B6.2 A Maintenance Retainer does not include new feature development, design changes, or additional page builds, which shall be quoted separately.

B7. Accessibility and Compliance

B7.1 Expand shall use reasonable efforts to build websites in accordance with WCAG 2.1 AA accessibility standards where this is specified in the SOW. Web accessibility compliance is not included as a default deliverable unless expressly agreed.

B7.2 The Client is responsible for ensuring the website's content, policies, and functionality comply with all applicable laws in the Client's jurisdiction, including the Americans with Disabilities Act (ADA) (for US Clients), the European Accessibility Act (for EU Clients), and any applicable South African accessibility requirements.