This Agreement is made between
Yo! Media (“the Agency”) and
(“the Client”)
Effective Date: for the period of one year from the date of signature.
1. Definitions
In this Agreement, unless the context indicates otherwise, the following terms shall have the meanings assigned to them below:
1.1 “Agreement” means this Digital Marketing Consulting Agreement, including all schedules, annexures, and written amendments agreed by the Parties.
1.2 “Agency” means Yo! Media, the service provider appointed under this Agreement.
1.3 “Client” means the company or entity identified in this Agreement receiving the Services.
1.4 “Parties” means the Agency and the Client collectively, and “Partyˮ means either one of them.
1.5 “Services” means the digital marketing consulting, content creation, paid media management, and related services provided by the Agency under this Agreement.
1.6 “Scope of Services” means the specific services, deliverables, package details, creative outputs, platforms managed, and additional services agreed between the Parties as set out in this Agreement or any written amendment.
1.7 “Contract Cycle” means the fixed three (3) month service period commencing on the Effective Date and terminating automatically at the end of such period, unless otherwise agreed in writing.
1.8 “Effective Date” means the start date specified in this Agreement.
1.9 “Fees” means the amounts payable by the Client for the Services as specified in this Agreement, including monthly fees, setup fees, and any additional approved charges.
1.10 “Advertising Budget” or “Media Spend” means funds allocated toward paid advertising on third-party platforms, whether included in the Fees or paid separately.
1.11 “Third-Party Platforms” means external platforms, tools, or services not controlled by the Agency, including but not limited to Meta, Google, LinkedIn, Mailchimp, and Canva.
1.12 “Business Day” means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.
1.13 “Content” means all marketing materials, creative assets, copy, designs, and media produced by the Agency under this Agreement.
1.14 “Final Approved Content” means Content that has been approved by the Client or deemed approved in accordance with this Agreement.
1.15 “Material Breach” means a substantial failure by a Party to perform its obligations under this Agreement which significantly defeats the purpose of the Agreement and is not remedied within the prescribed notice period.
1.16 “Material Failure” means a sustained and substantial failure by the Agency to deliver the agreed Scope of Services and excludes individual missed posts, minor delays, performance fluctuations, optimisation decisions made in good faith, or matters beyond the Agency’s reasonable control.
1.17 “Onboarding” means the process whereby the Client provides required access, permissions, and information necessary for the Agency to commence Services.
1.18 “Intellectual Property” means all methodologies, strategies, systems, processes, know-how, working files, and proprietary materials developed or used by the Agency.
2. Nature of Agreement
2.1 The Agency provides the Services.
2.2 Any proposal, presentation, or quotation provided prior to this Agreement is for informational purposes only and is not legally binding.
2.3 This Agreement constitutes the entire and final agreement between the Parties in respect of the Services for the applicable Contract Cycle.
3. Term & Contract Cycle
3.1 This Agreement applies to a fixed three (3) month Contract Cycle.
3.2 At the commencement of each Contract Cycle, the Agency and the Client shall hold a strategy alignment meeting to confirm objectives, priorities, and the overall marketing approach for the forthcoming Contract Cycle.
3.3 The Contract Cycle commences on the Effective Date and terminates automatically at the end of the three (3) month period.
3.4 There are no month-to-month services under this Agreement.
3.5 Any continuation beyond a Contract Cycle requires a new written agreement.
4. Scope of Services
4.1 The Agency shall provide the Scope of Services consisting of:
(a) Package:
(b) Creative Output per Month:
(c) Platforms Managed:
(d) Additional Services:
(e) Monthly Fee:
4.2 Once-off and setup fees are generally invoiced together with the starting invoice.
4.3 Any services requested outside the agreed scope shall be quoted separately and, once approved in writing, added to the relevant invoice.
4.4 The scope and creative mix listed above shall remain fixed for the duration of the Contract Cycle unless amended by mutual written agreement.
4.5 The Agency retains discretion over strategy, optimisation, scheduling, and content direction, acting reasonably as marketing consultants.
4.6 The Agency shall perform the agreed Scope of Services with reasonable care, skill, and diligence in accordance with generally accepted digital marketing industry standards.
4.7 The Agency undertakes to deliver the agreed Scope of Services substantially in accordance with the scope defined in this Agreement, subject to:
(a) timely Client feedback and approvals;
(b) availability of required access and information; and
(c) availability and performance of Third-Party Platforms.
5. Onboarding
5.1 Successful onboarding requires the Client to provide all required access and permissions to relevant platforms and tools.
5.2 Services cannot commence until onboarding has been successfully completed.
5.3 Where onboarding is not successfully completed before the Contract Cycle commencement date, the Agency reserves the right to defer the commencement of the Contract Cycle to the following month, without liability.
6. Content Calendars & Reporting
6.1 The Agency shall provide a monthly content planner, generally issued on the 15th of each month, or the preceding business day. The content planner outlines the planned content themes and creative outputs allocated per week of the month.
6.2 The Agency retains discretion to determine the specific posting dates and times within each week, based on performance data, platform best practices, and optimisation considerations.
6.3 The Client shall provide feedback within five (5) business days of receipt.
6.4 Failure to respond within this period constitutes approval, and such Content shall be deemed Final Approved Content for purposes of this Agreement.
6.5 Monthly performance reports are generally issued on the first business day of the following month, reflecting calendar-month data.
6.6 A summary performance report shall be provided at the conclusion of each Contract Cycle.
7. Service Performance & Remedies
7.1 If the Client believes the Agency has committed a Material Failure in delivering the agreed Scope of Services, the Client shall notify the Agency in writing, specifying the nature of the concern and the affected Services.
7.2 Upon receipt of such notice, the Agency shall have ten (10) business days, or another reasonable period agreed between the Parties, to remedy the issue or provide a reasonable plan to address the concern.
7.3 If the Agency fails to remedy a Material Failure within a reasonable period, the Parties shall negotiate in good faith an appropriate resolution, which may include:
(a) re-performance of affected Services;
(b) a reasonable service credit; or
(c) early termination of the Contract Cycle by mutual written agreement.
7.4 Minor delays, isolated errors, optimisation decisions made in good faith, or matters outside the Agency’s reasonable control shall not constitute a breach of this Agreement.
7.5 The remedies set out in this clause constitute the Client’s sole and exclusive remedies for any dissatisfaction relating to service delivery, subject to Clause 14 (Limitation of Liability).
8. Fees & Payment
8.1 All invoices are issued in advance for the following month of service.
8.2 Invoices are generally issued on the 25th of each month, or the preceding business day.
8.3 The Client may elect to pay the full Contract Cycle upfront and receive a 10% discount on Agency service fees (excluding advertising spend)
9. Late Payment, Suspension & Recovery
9.1 A one (1) month grace period applies from the invoice due date.
9.2 The Agency may suspend Services if payment remains outstanding beyond the grace period.
9.3 Suspension of Services does not suspend or reduce the Client’s payment obligations.
9.4 Any unpaid amounts at the end of the Contract Cycle constitute a Material Breach of this Agreement.
9.5 The Agency reserves the right to recover outstanding amounts via a registered debt collection agency, and the Client shall be liable for all reasonable recovery and legal costs.
10. Advertising & Media Spend
10.1 Unless otherwise agreed, the monthly fee includes an allocated advertising budget.
10.2 The Agency does not guarantee leads, sales, revenue, or conversions.
10.3 Where no advertising budget is utilised, the Agency cannot guarantee reach or engagement and will provide services focused on consistency and credibility only.
11. Third-Party Platforms & Tools
11.1 The Agency shall not be liable for delays, outages, bugs, policy changes, or performance issues arising from third-party platforms or tools, including but not limited to Meta, Google, LinkedIn, Mailchimp, and Canva.
12. Confidentiality
12.1 Each Party shall keep confidential all non-public information obtained from the other Party in connection with this Agreement.
12.2 Confidential information shall not be disclosed to any third party except as required by law or with prior written consent.
12.3 This clause survives termination of this Agreement.
13. Intellectual Property
13.1 All methodologies, strategies, systems, and working files remain the property of the Agency.
13.2 Upon full payment, the Client is granted a non-exclusive licence to use Final Approved Content for its own marketing purposes.
13.3 No usage rights exist while any invoices remain unpaid.
14. Limitation of Liability
14.1 The Agency’s total liability, including for any service delivery concerns, is limited to the fees paid by the Client during the applicable Contract Cycle.
14.2 The Agency shall not be liable for any indirect, consequential, or economic loss.
15. Early Release & Termination
15.1 Either Party may terminate this Agreement before the end of the Contract Cycle if the other Party commits a Material Breach and fails to remedy such breach within ten (10) Business Days after receiving written notice.
15.2 The Agency may, at its sole discretion, release the Client from a Contract Cycle in exceptional circumstances, including but not limited to business closure, death, or other significant unforeseen events.
15.3 Upon termination:
(a) all outstanding fees become immediately payable;
(b) Services cease; and
(c) no refund shall be due for work already performed.
16. General Provisions
16.1 This Agreement is governed by the laws of the Republic of South Africa.
16.2 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, labour disputes, power outages, government action, or failure, interruption, or unavailability of Third-Party Platforms.
16.3 The Agency acts as an independent contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the Parties.
16.4 No amendment, variation, or modification of this Agreement shall be valid unless reduced to writing and signed by both Parties.
16.5 Any notice required or permitted under this Agreement shall be in writing and delivered by hand, email, or registered post to the address specified by the relevant Party. Notice shall be deemed received on delivery if delivered by hand, on transmission if sent by email, or three (3) Business Days after posting if sent by registered post.
16.6 Each Party shall comply with all applicable data protection and privacy laws of the Republic of South Africa, including the Protection of Personal Information Act (POPIA), where applicable.
16.7 If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.
16.8 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, negotiations, or understandings relating to its subject matter.
Signature
This Agreement is entered into by the Parties on the date of the last signature below (the “Signature Date”). By signing this Agreement, the Parties confirm that they have read, understood, and agree to be legally bound by its terms and conditions.
