Terms and conditions of service

In the event of inconsistency between documents, the following order of precedence applies:

1. Signed Scope of Work;
2. Signed Addendums;
3. These Terms and Conditions;
4. Proposal or quotation;
5. Any other correspondence.

A specific written amendment signed by both parties shall prevail over any conflicting provision contained herein.

Capitalised terms used in these Terms and Conditions have the meanings ascribed to them in this Agreement or, where the context requires, in the applicable Scope of Work, proposal, or addendum. References to legislation are to South African legislation unless otherwise stated.

2.1 This Agreement constitutes the full commercial and contractual framework governing the relationship between Inboxd and the Client for the duration of the engagement.

2.2 The Agreement is entered into when the Client signs a Scope of Work or proposal, provides written confirmation of intent to proceed, or permits Inboxd to commence Services, whichever occurs first.

2.3 The Effective Date is the date on which the first invoice is issued or Services commence, whichever is earlier. Agreement commencement is independent of the date of signing.

2.4 Inboxd reserves the right to update or amend these Terms and Conditions from time to time. Clients will be given 30 calendar days' written notice of material changes. Continued engagement after the notice period constitutes acceptance of the amended terms.

2.5 These Terms and Conditions supersede all prior proposals, oral representations, and communications between the parties relating to the subject matter hereof, unless expressly incorporated by reference in a signed Scope of Work.

3.1 The parties consent to contracting electronically in accordance with the Electronic Communications and Transactions Act 25 of 2002.

3.2 Electronic signatures, scanned signatures, digital signatures, email approvals, online acceptance mechanisms, and electronic confirmations shall be deemed valid and binding.

3.3 Electronic records and communications shall be admissible as evidence in any proceedings.

3.4 The Client expressly waives any objection solely because an agreement, approval, instruction, variation, or notice was communicated electronically.

4.1 Where the Consumer Protection Act 68 of 2008 applies, this Agreement shall be interpreted subject to the provisions of that Act.

4.2 Any provision limiting risk, liability, imposing indemnities, restricting remedies, or creating obligations shall be interpreted in accordance with sections 48, 49 and 51 of the CPA.

4.3 If any provision is found unenforceable under the CPA, the remaining provisions shall remain in force.

5.1 Inboxd is an independent contractor.

5.2 Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, or agency relationship.

5.3 Neither party may bind the other except where expressly authorised in writing.

6.1 Nature of Services

6.1.1 Inboxd operates as a full-service direct marketing agency providing strategic, creative, technical, and operational services across email, SMS, WhatsApp Business, CRM, lifecycle marketing, automation, campaign management, reporting, and related consulting services.

6.1.2 Inboxd shall perform the Services with reasonable skill, care, and diligence and may, where agreed in the applicable Scope of Work, manage the end-to-end planning, creation, production, and execution of campaigns on the Client's behalf.

6.1.3 The Client acknowledges that Inboxd provides professional services only and does not guarantee any specific commercial result, including revenue growth, sales, engagement, deliverability, conversion rates, or return on investment.

6.1.4 Inboxd is not a software, telecommunications, or platform provider and accepts no liability for the availability, performance, policies, limitations, or failures of any Third-Party Platform.

6.1.5 The Client remains responsible for the accuracy and legality of its products, services, promotions, instructions, Client Data, and compliance with applicable laws. Inboxd reserves the right to refuse, suspend, or delay any instruction or campaign that it reasonably believes may be unlawful, non-compliant, unethical, technically inappropriate, or likely to expose Inboxd to legal, operational, or reputational risk.

6.1.6 Where the Services require the use of a Third-Party Platform, the provisions of clause 24 shall apply.

6.2 What Allocated Hours cover

6.2.1 Allocated Hours represent the time and professional resources dedicated by Inboxd to the delivery of the Services and include, without limitation, time spent on the following activities where applicable to the agreed Scope of Work:

• campaign strategy, planning, research, and recommendations;
• copywriting, content creation, messaging development, and creative direction;
• design, asset creation, formatting, and production work;
• email, SMS, WhatsApp Business, CRM, and marketing automation campaign development, build, configuration, testing, and deployment;
• automation strategy, workflow design, implementation, optimisation, and maintenance;
• audience segmentation, data preparation, list management, and campaign configuration;
• reporting, analytics, performance reviews, and strategic recommendations;
• client communication, consultations, briefing sessions, meetings, presentations, project management, internal planning, and administrative activities reasonably required to deliver the Services;
• quality assurance, testing, troubleshooting, and issue resolution;
• technical setup, integrations, and platform configuration to the extent included in the agreed Scope of Work; and
• revisions, amendments, changes, and additional work requested by the Client in accordance with the terms of this Agreement.

6.2.2 Inboxd shall determine the reasonable time required to perform the Services, and all time spent by Inboxd in providing the Services shall be deducted from the Client's Allocated Hours in accordance with this Agreement.

6.3 Exclusions from Allocated Hours and additional costs

6.3.1 Allocated Hours do not include third-party costs, expenses, licences, subscriptions, usage fees, or disbursements incurred in connection with the Services. Unless otherwise agreed in writing, all such costs shall be for the Client's account and may be invoiced separately by Inboxd or payable directly by the Client to the relevant third-party provider.

6.3.2 Without limitation, excluded costs include:

• platform licensing, software subscriptions, account fees, and usage charges for any Third-Party Platform;
• SMS, WhatsApp, email sending, messaging, carrier, or other communication-related charges;
• paid media spend, advertising budgets, and promotional costs;
• third-party software, applications, plugins, integrations, APIs, development tools, or external service provider fees;
• domain registrations, renewals, hosting, SSL certificates, and related website infrastructure costs;
• any costs, charges, or expenses arising from the sourcing, evaluation, procurement, negotiation, implementation, or management of Third-Party Platforms or services on the Client's behalf;
• any taxes, levies, duties, exchange rate fluctuations, or additional charges imposed by third-party providers.

6.3.3 Inboxd shall have no obligation to pay, advance, or finance any third-party cost on behalf of the Client. Where Inboxd makes any third-party payment on the Client's behalf at the Client's request, the Client shall reimburse Inboxd in full upon invoice.

6.3.4 The exclusion of third-party costs from Allocated Hours does not exclude the time spent by Inboxd in managing, configuring, integrating, administering, troubleshooting, liaising with third-party providers, or otherwise dealing with such Third-Party Platforms or services, which time shall be deducted from the Client's Allocated Hours unless expressly agreed otherwise in writing.

6.4 Package tiers

6.4.1 Inboxd offers standard service packages. All fees are stated in South African Rand (ZAR), are exclusive of VAT, and are payable as monthly retainer fees in accordance with this Agreement. Inboxd reserves the right to provide customised packages, amend package structures, or issue tailored commercial proposals, subject to written agreement between the parties.

The minimum engagement is six (6) Allocated Hours per month at the prevailing standard hourly rate of R 1,650 per hour (excluding VAT), resulting in a minimum monthly retainer fee of R 9,900 (excluding VAT). Inboxd reserves the right, in its sole discretion, to decline engagements that do not meet the minimum commercial threshold.

Monthly retainer fees secure the availability of Inboxd's resources, expertise, and capacity for the Client and remain payable irrespective of whether the Client utilises all Allocated Hours during the applicable billing cycle.

6.4.2 Unused Allocated Hours. Unused Allocated Hours shall lapse at the end of the applicable billing cycle and shall not roll over, accumulate, be exchanged for a credit, refund, discount, or reduction in future fees, unless Inboxd expressly agrees otherwise in writing before the expiry of the relevant billing cycle.

6.4.3 Minimum term. Unless otherwise agreed in writing, the minimum initial engagement period shall be three (3) consecutive calendar months. The Client acknowledges that the initial engagement period generally includes onboarding, strategy development, implementation, optimisation, and performance assessment phases, and that meaningful campaign outcomes may require time to establish and refine. Inboxd reserves the right, in its sole discretion, to approve or decline any engagement proposed for a period shorter than the minimum initial term.

7.1 Allocation and consumption of hours. Allocated Hours constitute the primary commercial unit of this Agreement and represent the professional time and resources reserved by Inboxd for the Client during each billing cycle. Unless expressly stated otherwise in this Agreement, all time reasonably spent by Inboxd in providing the Services shall be deducted from the Client's Allocated Hours, including time spent on strategy, research, planning, preparation, internal discussions, project management, communications, meetings, campaign development, revisions, testing, troubleshooting, reporting, administration, and related service activities.

7.2 Time estimates and tracking. Any estimated time allocation, timeline, or indication of hours required for a Deliverable is provided in good faith for planning purposes only and does not constitute a fixed quotation or guarantee of the actual time required. Actual hours consumed shall be determined by Inboxd's reasonable time records, including any applicable Priority or Emergency Request multipliers, additional revisions, scope changes, or out-of-scope work. Inboxd's time records shall constitute prima facie evidence of the time spent in the absence of manifest error.

7.3 Monthly utilisation reporting. Inboxd will provide the Client with a monthly utilisation report reflecting the Client's Allocated Hours, hours utilised, any applicable multipliers or additional approved hours, and the remaining balance. Such report will generally be issued within two (2) Business Days after the end of the applicable billing cycle; however, any administrative delay in issuing the report shall not affect the accuracy of the recorded hours or the Client's payment obligations.

7.4 Hard Stop and additional hours. Once the Client's Allocated Hours for a billing cycle have been exhausted, a Hard Stop shall apply. Inboxd will notify the Client in writing once the allocation has been reached or is reasonably anticipated to be reached, where reasonably practicable, and may suspend all affected Services until the Client provides written approval for additional Overage hours or an alternative commercial arrangement. Inboxd shall have no obligation to continue performing Services beyond the Client's Allocated Hours and shall not be liable for any delay, missed campaign deadline, lost business opportunity, or other loss arising from the operation of the Hard Stop or the Client's failure to approve additional hours.

7.5 Client planning responsibility. The Client acknowledges that effective campaign planning, approval timelines, and the timely submission of briefs and instructions are essential to service delivery. The Client remains responsible for providing adequate lead times and obtaining internal approvals. The existence or proximity of a campaign deadline, promotional period, launch date, or other commercial event shall not oblige Inboxd to provide Services beyond the Client's Allocated Hours or outside agreed service levels.

8.1 Priority levels. Inboxd classifies work requests according to the urgency, complexity, available capacity, and impact on existing delivery commitments. Priority and Emergency multipliers are applied to the actual time spent by Inboxd in delivering the request and will be deducted from the Client's Allocated Hours or charged as Overage where applicable. The applicable multipliers are set out in the Client's Scope of Work.

8.2 Qualification for urgent requests. The classification of a request as Standard, Priority, or Emergency shall be determined by Inboxd in its reasonable discretion, taking into account the required turnaround time, operational impact, available resources, and existing client commitments.

A request may qualify as a Priority or Emergency Request where it relates to:

• a genuine commercial opportunity with a fixed external deadline;
• a time-sensitive campaign or promotional period;
• a system failure, technical issue, or operational interruption requiring urgent intervention; or
• a third-party platform dependency or external circumstance outside the Client's reasonable control.

The following circumstances shall not constitute grounds for Priority or Emergency treatment:

• late submission of a Brief or incomplete instructions by the Client;
• delays in the Client's approvals, feedback, or internal decision-making;
• inadequate campaign planning or scheduling by the Client; or
• urgency created solely due to the Client's own operational delays.

Inboxd shall not be obliged to treat a request as urgent merely because the Client designates it as such.

8.3 Capacity and acceptance of urgent work. All Priority and Emergency Requests are subject to Inboxd's available resources, operational capacity, and existing commitments. Inboxd reserves the absolute right to accept, decline, defer, or reschedule any Priority or Emergency Request. Inboxd's inability or decision not to accommodate an urgent request shall not constitute a breach of this Agreement and shall not give rise to any claim for damages, loss of revenue, loss of opportunity, or any other claim against Inboxd.

8.4 Approval and impact on existing work. Where a Priority or Emergency Request is accepted and requires the reallocation of resources, adjustment of existing schedules, or work outside normal delivery timelines, the Client must approve the applicable multiplier, additional hours, and any resulting changes to delivery schedules before work commences. Inboxd shall not be liable for any delay to other Deliverables resulting from the Client's request for expedited work.

8.5 Discretionary waiver of priority charges. Inboxd may, in its sole discretion, elect to waive a Priority multiplier for certain clients or circumstances. Any waiver, concession, discount, or goodwill adjustment is voluntary, applies only to the specific instance approved by Inboxd, and shall not create a precedent, contractual entitlement, or expectation that similar treatment will be provided in future.

8.6 Reporting. Any Priority or Emergency classification, applicable multipliers, additional hours, or related charges shall be reflected in the Client's monthly utilisation report or applicable invoice.

9.1 Standard business hours. Inboxd operates Monday to Friday, 08:30–17:00 SAST (06:30–15:00 UTC), excluding South African public holidays. All response and delivery commitments are calculated in Business Days unless otherwise specified.

9.2 Communication response SLA. Response targets are set out in the Client's Scope of Work. Response times constitute acknowledgement of receipt and initial engagement only and do not constitute a commitment to complete, resolve, or implement the requested work within such period. Service levels are reasonable targets and not guaranteed response commitments. Failure to meet a response target shall not constitute a breach of this Agreement or entitle the Client to any refund, reduction of fees, credit, damages, or any other remedy.

9.3 Delivery timelines. Estimated delivery timelines apply only once Inboxd has received a complete Brief, all required information, necessary approvals, access permissions, and any Client-supplied materials required to commence the Services. All delivery timelines are estimates provided for planning purposes and do not constitute fixed deadlines, guarantees, or service warranties. Actual delivery timelines may vary depending on the complexity of the work, scope changes, revision requirements, availability of Client feedback, third-party dependencies, system performance, and Inboxd's operational capacity.

9.4 Client delays and external dependencies. Any delay by the Client in providing instructions, feedback, approvals, data, access credentials, assets, or other information required for the Services shall automatically extend the applicable delivery timelines by at least the period of the delay and may require Inboxd to reschedule the work according to its available capacity. Inboxd shall not be responsible or liable for any delay, missed campaign deadline, lost commercial opportunity, or other loss arising from:

• delays or omissions by the Client;
• delays caused by third-party platforms, software providers, suppliers, or integration partners;
• technical failures, system outages, connectivity issues, or platform restrictions outside Inboxd's reasonable control; or
• changes to the scope of Services, additional revisions, or amended Client instructions.

9.5 After-hours services. Services outside of Inboxd's standard operating hours are not included within standard service delivery and are provided solely at Inboxd's discretion and subject to resource availability. Where Inboxd agrees in writing to perform after-hours work, such work shall be classified as a Priority or Emergency Request (where applicable), shall consume Allocated Hours using the applicable urgency multiplier, and may result in additional charges or Overage fees in accordance with this Agreement. Inboxd's decision not to provide after-hours services shall not constitute a breach of this Agreement and shall not give rise to any claim by the Client.

10.1 Client cooperation and provision of information. Inboxd provides a turnkey direct marketing service and, where included within the agreed Scope of Work, will create, develop, and produce campaign strategies, content, copy, design, and related marketing materials on the Client's behalf. The Client shall provide all information, materials, data, access permissions, approvals, and other assistance reasonably required by Inboxd to perform the Services. Any Client-supplied materials must be provided timeously, in an accurate, complete, lawful, and usable format. Any delay or failure by the Client to provide required information, materials, instructions, approvals, or access shall extend applicable delivery timelines and may require the rescheduling of Services in accordance with Inboxd's operational capacity.

10.2 Accuracy of information and Client warranties. The Client warrants that all information, data, materials, claims, pricing, offers, intellectual property, and other content supplied to Inboxd or approved by the Client are accurate, lawful, do not infringe any third-party rights, and comply with all applicable laws and industry regulations. Where Inboxd creates content based on the Client's instructions, briefing, or business information, the Client remains solely responsible for verifying the factual accuracy, commercial suitability, regulatory compliance, and legal acceptability of the final content before approval and deployment. Inboxd will exercise reasonable professional skill and care in delivering the Services but shall not be regarded as the Client's legal, compliance, financial, regulatory, or industry advisor and is under no obligation to independently investigate or verify the accuracy or legality of the Client's business information, products, services, promotions, pricing, or representations.

10.3 POPIA and lawful marketing compliance. Where Inboxd provides direct marketing management services, Inboxd may provide guidance and operational assistance regarding compliance matters, including consent management, unsubscribe processes, and data hygiene. Notwithstanding such assistance, the Client remains the Responsible Party for all personal information processed in connection with the Client's marketing activities and retains full legal responsibility for ensuring compliance with POPIA and all other applicable data protection, electronic communications, advertising, and consumer protection laws. Inboxd reserves the right to reject, suspend, delay, or refuse to perform any instruction which Inboxd reasonably believes may be unlawful, non-compliant, unethical, or likely to expose Inboxd to regulatory, financial, reputational, or operational risk. Such refusal or suspension shall not constitute a breach of this Agreement and shall not entitle the Client to any refund, credit, damages, or cancellation rights.

10.4 Authorised representatives and instructions. The Client shall appoint authorised representatives with sufficient authority to provide instructions, approve Deliverables, approve additional fees or Overage, and make operational decisions relating to the Services. Inboxd shall be entitled to rely on any instruction, approval, feedback, or communication received from any person whom Inboxd reasonably believes to be authorised by the Client. The Client shall be bound by such instructions and shall promptly notify Inboxd in writing of any changes to authorised representatives or approval processes.

10.5 Accounts contact and invoicing administration. The Client shall provide and maintain accurate accounts payable details for the purpose of receiving and processing invoices. Failure by the Client to provide, update, circulate, or internally process invoices shall not constitute a valid reason to withhold, delay, dispute, or refuse payment. Any invoice sent to the last accounts contact provided by the Client shall be deemed properly delivered.

10.6 Feedback, approvals and revision management. The Client shall provide complete and consolidated feedback on Deliverables within two (2) Business Days of receipt or such other period agreed in writing. Feedback submitted through multiple separate communications, conflicting instructions from different representatives, repeated changes in direction, or additional amendments beyond the agreed revision scope may be treated as additional Revision Rounds, scope changes, or additional work and shall consume Allocated Hours or be billed as Overage where applicable. Any delay by the Client in providing feedback or approval shall extend applicable delivery timelines, and Inboxd shall not be liable for any resulting delay, missed campaign deadline, or loss of opportunity.

10.7 Client systems, platforms and access. Where Inboxd is granted access to any Client Platform Account, software system, database, website, or third-party technology, the Client remains responsible for ensuring that the access provided is accurate, valid, appropriately authorised, and sufficient for Inboxd to perform the Services. The Client shall maintain appropriate security measures and shall notify Inboxd immediately of any unauthorised access, security incident, or compromise affecting any system connected to the Services. Inboxd shall not be responsible for delays, failures, errors, data loss, or interruptions caused by insufficient permissions, incorrect access credentials, system restrictions, or failures within the Client's systems or third-party platforms.

10.8 Professional conduct. The Client shall ensure that its employees, representatives, contractors, and agents engage with Inboxd's personnel in a professional and respectful manner. Any abusive, threatening, discriminatory, harassing, unlawful, or otherwise inappropriate conduct towards any Inboxd employee, contractor, or representative shall constitute a material breach of this Agreement and entitle Inboxd to immediately suspend Services and/or terminate the Agreement in accordance with the termination provisions.

10.9 Capacity, scope control and Hard Stop. The Client acknowledges that Inboxd allocates finite personnel, technical, and operational resources to all clients. The Client shall not be entitled to demand work outside the agreed Scope of Work, Allocated Hours, service levels, or approved timelines. Where the Client's Allocated Hours have been exhausted, a Hard Stop shall apply, and Inboxd may suspend further work until additional hours, an upgraded package, or another commercial arrangement has been approved in writing. Inboxd shall not be liable for any delay, missed launch, missed campaign window, loss of revenue, or other loss arising from the operation of the Hard Stop, a failure by the Client to approve additional capacity, or the Client's failure to plan its requirements within the agreed commercial framework.

11.1 Submission and completion of briefs. Inboxd provides a turnkey direct marketing service and, where included within the agreed Scope of Work, will develop campaign strategy, copy, creative assets, design, messaging, and related marketing materials on the Client's behalf. A Brief shall only be regarded as complete once Inboxd has received sufficient information, strategic direction, brand guidelines, target audience information, objectives, approvals, access, and any Client-supplied materials reasonably required to commence the Services. Inboxd reserves the right to determine whether a Brief contains sufficient information to proceed. Where the Client is required to supply materials, data, assets, access, or information, Inboxd shall not be obliged to commence the relevant Services until such requirements have been satisfied. Any delay in providing required information shall automatically extend delivery timelines and may result in the work being rescheduled according to Inboxd's operational capacity.

11.2 Method of instructions and briefing. All Briefs, instructions, amendments, approvals, and material directions must be submitted in writing through the communication channels agreed between the parties. Inboxd shall be entitled to rely exclusively on written instructions and shall not be responsible for any misunderstanding, omission, or dispute arising from verbal instructions, informal discussions, or undocumented requests.

11.3 Campaign development and Client-supplied content. Where the agreed scope includes campaign development, Inboxd may create and prepare campaign elements, including subject lines, copy, design, imagery, links, segmentation, audience targeting, scheduling, and technical configuration. Where the Client elects to provide any content, assets, data, claims, offers, pricing, legal wording, or other campaign elements, the Client warrants that such information is accurate, lawful, up-to-date, and does not infringe the rights of any third party. Inboxd shall be entitled to rely on such information without independent verification. Any amendments requested by the Client after approval of a concept, deliverable, or campaign proof may constitute additional revisions or scope changes and may consume Allocated Hours or be charged as Overage in accordance with this Agreement.

11.4 Campaign approval and authority. Inboxd shall provide the Client with a final campaign proof or other applicable deliverable for review and written approval prior to deployment. No Campaign will be deployed without written approval from the Client or a person who reasonably appears to Inboxd to have authority to provide such approval on behalf of the Client. The Client shall be bound by any such approval and may not subsequently dispute the authority of the person who provided it. Upon approval of a Campaign, the Client accepts responsibility for the final content, including the accuracy of information, pricing, promotional terms, regulatory compliance, legal suitability, and alignment with the Client's commercial requirements.

11.5 Failure to provide timely approval. If the Client fails to provide written approval or written objections within five (5) Business Days after a final campaign proof has been submitted, Inboxd may place the Campaign or Deliverable on hold until the required approval is received. Inboxd shall not be obliged to prioritise, expedite, or reschedule the Campaign to accommodate a deadline missed due to the Client's delay. Any resulting delay, missed launch date, missed promotional opportunity, loss of revenue, or other commercial consequence shall be the sole responsibility of the Client. A delay caused by the Client's failure to provide approval shall not constitute a breach of this Agreement and shall not entitle the Client to a refund, credit, reduction of fees, cancellation right, or claim for damages.

11.6 Inboxd quality assurance and limitation of responsibility. Inboxd will exercise reasonable professional skill and care in conducting standard quality assurance checks before deployment, including reasonable checks of campaign functionality, links, formatting, and factual details that can reasonably be verified by Inboxd. However, Inboxd is not the Client's legal advisor, compliance officer, industry specialist, financial advisor, or product expert and has no obligation to independently investigate or verify the accuracy, legality, regulatory compliance, technical correctness, commercial viability, or suitability of the Client's products, services, claims, promotions, pricing, offers, or other business information. The Client remains solely responsible for ensuring that all campaign content, whether created by Inboxd based on the Client's Brief or supplied directly by the Client, complies with applicable laws, industry requirements, contractual obligations, and internal approval processes. The Client indemnifies and holds Inboxd harmless against any claims, losses, damages, penalties, regulatory action, or costs arising from inaccurate, misleading, unlawful, non-compliant, or unauthorised content approved by the Client or supplied by the Client, subject always to the provisions of the indemnity and limitation of liability clauses contained in this Agreement.

12.1 Agreed scope of Services. The scope of Services to be provided by Inboxd shall be strictly limited to the services, Deliverables, channels, campaigns, and activities expressly recorded in the applicable Scope of Work, proposal, or written amendment accepted by the parties. Any service, task, deliverable, revision, consultation, strategic input, technical implementation, or activity not expressly included shall be deemed outside the agreed scope and may be declined by Inboxd or performed only subject to a revised Scope of Work, additional Allocated Hours, Overage approval, or separate commercial agreement.

12.2 Scope changes and additional requirements. Without limitation, the following circumstances shall constitute a material change to the agreed scope and require Inboxd's prior written approval and agreement on the applicable commercial terms before any work may commence:

• the introduction of new campaign objectives, customer segments, markets, or target audiences after a Brief has been accepted;
• changes to approved strategy, creative direction, messaging, design concepts, content structure, or campaign objectives after development has commenced;
• the addition or amendment of segmentation logic, dynamic content, personalisation requirements, testing requirements, reporting requirements, or technical specifications after work has commenced;
• amendments to automation workflows, customer journeys, integrations, or technical architecture after development has begun;
• the addition of new products, services, brands, business units, websites, territories, or geographic markets not included in the original scope;
• the introduction of additional communication channels, platforms, technologies, or third-party integrations not contemplated in the original Scope of Work; and
• any Client instruction, delay, change of direction, or additional requirement which reasonably results in additional time, resources, complexity, or cost to Inboxd.

12.3 Revisions and feedback management. Unless otherwise agreed in writing, each Deliverable includes a maximum of two (2) Revision Rounds. A Revision Round consists of a single consolidated set of written feedback submitted by the Client through the agreed communication channel. Feedback submitted across multiple communications, contradictory instructions, repeated changes to previously approved elements, or requests that materially alter the original Brief shall constitute additional Revision Rounds and shall consume Allocated Hours or be billed as Overage at Inboxd's prevailing rates.

12.4 Hard Stop and additional hour approval. Where the Client's Allocated Hours are exhausted, or where Inboxd reasonably anticipates that the remaining work cannot be completed within the available Allocated Hours, Inboxd shall be entitled to implement a Hard Stop and suspend further work. Inboxd will notify the Client and provide an estimate of the additional hours required to complete the work. No further Services shall be performed until the Client has provided written approval for the additional hours and any applicable charges. Inboxd shall not be liable for any delay, missed campaign deadline, loss of opportunity, reduced performance, or any direct or indirect loss arising from the implementation of a Hard Stop, the Client's failure to approve additional hours, or the Client's delay in providing instructions or approvals.

12.5 Material expansion of Services. Where the Client's requirements materially expand beyond the original scope of Services, including platform migrations, substantial automation redevelopment, additional brands, increased campaign volume, new markets, or additional operational requirements, Inboxd reserves the right to require a revised Scope of Work, amended pricing, revised Hour Allocation, or a new commercial agreement before continuing with such expanded Services.

12.6 No waiver of scope control. Any instance where Inboxd elects to perform work outside the agreed scope, exceeds Allocated Hours without immediate enforcement of a Hard Stop, or accommodates additional requests without additional charges shall be regarded as a discretionary commercial concession only and shall not constitute a waiver of Inboxd's rights under this Agreement, nor create any expectation that similar concessions will be provided in future.

13.1 Currency and taxes. Fees shall be charged in the currency specified in the applicable Scope of Work, being South African Rand (ZAR) for South African clients, Pounds Sterling (GBP) for United Kingdom clients, and United States Dollars (USD) for United States clients, unless otherwise agreed in writing. All fees, rates, and charges are exclusive of Value Added Tax (VAT) or any other applicable taxes, duties, levies, or governmental charges, which shall be payable by the Client in addition to the quoted fees where applicable.

13.2 Fees and rates. The standard hourly rate of Inboxd is R 1,650.00 (One Thousand Six Hundred and Fifty Rand) per hour, excluding VAT, unless a different rate or package fee has been agreed in writing. Package fees and Hour Allocations are set out in the applicable Scope of Work and form part of this Agreement.

13.3 Retainer fees and invoicing. Monthly retainer fees and committed Hour Allocations are invoiced in advance at the commencement of each billing cycle and remain payable in full irrespective of whether the Client utilises all or any portion of the Allocated Hours. Unused Allocated Hours shall not constitute a credit, refund, or set-off against future invoices unless expressly agreed in writing by Inboxd.

13.4 New Client payment terms (Cash Before Service). Inboxd reserves the right to require new Clients to operate on Cash on Delivery (COD) or payment in advance terms for the first ninety (90) calendar days of the commercial relationship, or for such longer period as Inboxd may reasonably determine based on the Client's payment history and credit risk profile. No Services, campaign deployment, strategic work, technical implementation, account management, or any other work shall commence until cleared funds have been received in Inboxd's nominated bank account.

13.5 Transition to credit terms. Following a satisfactory payment history, Inboxd may, in its sole discretion, grant the Client credit terms of thirty (30) calendar days from date of invoice. The granting of credit terms shall not create any ongoing right to credit, and Inboxd reserves the right to withdraw credit terms and require payment in advance at any time upon written notice where the Client fails to comply with payment obligations or where Inboxd reasonably considers the Client to present a payment risk.

13.6 Late payment, suspension, and recovery of services. All invoices must be paid on or before the due date without deduction, withholding, counterclaim, set-off, or demand. If any amount remains unpaid after the due date, Inboxd may issue a written notice of default. Should the outstanding amount not be settled within seven (7) calendar days after such notice, Inboxd shall be entitled, without prejudice to any other rights, to immediately suspend all Services, disable access to any work-in-progress where legally permissible, withhold further Deliverables, and postpone all campaign activity until all outstanding amounts, including any accrued interest and charges, have been paid in full. Inboxd shall not be liable for any delays, missed campaigns, loss of revenue, loss of opportunity, reputational harm, or any other loss arising from such suspension.

13.7 Continuing payment obligations during suspension. The suspension of Services shall not constitute a termination of this Agreement and shall not relieve the Client from its obligation to pay the monthly retainer, any outstanding invoices, Overage charges, or any other amounts that become due during the period of suspension.

13.8 Interest on overdue amounts. Without prejudice to any other rights available to Inboxd, any amount remaining unpaid after the due date shall attract interest at the prevailing South African prime lending rate plus two percent (2%) per annum, calculated daily and compounded monthly from the due date until the date of full and final payment.

13.9 Collection costs and legal expenses. The Client shall be liable for all reasonable costs incurred by Inboxd in enforcing payment of any overdue amounts, including tracing fees, debt collection charges, and legal costs on the scale as between attorney and own client.

13.10 Proof of indebtedness. A certificate signed by any director, financial manager, or authorised representative of Inboxd, whose appointment or authority need not be proven, reflecting the amount owing by the Client shall constitute prima facie proof of the Client's indebtedness for the purposes of obtaining provisional sentence, summary judgment, or any other legal proceedings.

13.11 Annual fee adjustments. Inboxd reserves the right to review and amend its rates, package pricing, and fees annually, or upon material increases in operational costs, technology costs, regulatory costs, or external supplier costs. Inboxd shall provide the Client with not less than thirty (30) calendar days' written notice of any fee adjustment. Where the Client is subject to a fixed-term agreement, the agreed pricing shall remain applicable for the remainder of that fixed term unless otherwise expressly agreed.

13.12 Third-party costs and expenses. All Third-Party Platform fees, licensing costs, subscription charges, messaging fees (including SMS and WhatsApp costs), paid media expenditure, integration costs, domain fees, hosting fees, and any other third-party expenses required for the delivery of the Services are excluded from Inboxd's fees and shall remain for the Client's sole account. Inboxd may, at its election, invoice such costs to the Client or require the Client to contract and pay the relevant third-party provider directly.

13.13 No dispute as a basis to withhold payment. Any dispute relating to the quality, scope, or performance of Services shall be raised by the Client in writing within seven (7) calendar days after becoming aware of the issue. The existence of a dispute shall not entitle the Client to withhold payment of any undisputed or properly invoiced amounts, and the Client shall continue to comply with all payment obligations pending resolution of the dispute.

14.1 Hard Stop on exhaustion of Allocated Hours. Once the Client's Allocated Hours for the applicable billing cycle have been exhausted, Inboxd shall be entitled to implement a Hard Stop and immediately suspend all further Services, Deliverables, campaign activity, technical work, account management, and related activities until additional capacity has been approved in writing in accordance with this Agreement.

14.2 Approval and billing of Overage hours. The Client may request additional Overage hours to continue Services within the relevant billing cycle. Overage hours shall be charged at Inboxd's prevailing hourly rate, being R 1,650.00 (excluding VAT) at the Effective Date of this Agreement or such revised rate as may be notified by Inboxd in accordance with this Agreement. No Overage work shall commence unless the Client has provided written approval for the additional hours, the applicable charges, and where required by Inboxd, advance payment of the estimated Overage costs.

14.3 Right to require prepayment. Inboxd reserves the right, in its sole discretion, to require Overage hours to be prepaid before any additional Services are rendered, including where the Client is subject to COD terms, has a history of late payment, has exceeded agreed credit limits, or where Inboxd reasonably considers there to be a payment risk.

14.4 Package upgrades and additional capacity. Where the Client's ongoing requirements consistently exceed the Allocated Hours, Inboxd may recommend or require an upgrade to a higher service package, a revised Hour Allocation, amended commercial terms, or a revised Scope of Work to ensure sustainable service delivery. Any package upgrade or amendment shall only become effective once confirmed in writing by Inboxd and the Client and shall apply from the agreed effective date.

14.5 No obligation to continue Services without approval. Inboxd shall have no obligation to continue providing Services, deliver Campaigns, meet deadlines, or allocate resources where the Client has exhausted its Allocated Hours and has not approved additional Overage hours or complied with any prepayment requirements. Inboxd shall not be liable for any delay, missed campaign launch, missed promotional opportunity, loss of revenue, loss of business opportunity, or any direct or indirect damages arising from the operation of a Hard Stop or the Client's failure to approve or pay for additional capacity.

14.6 Invoicing of Overage hours. Unless prepaid or otherwise agreed in writing, approved Overage hours shall be invoiced separately at the end of the relevant billing cycle and shall be payable in accordance with the payment terms contained in this Agreement.

14.7 No waiver of rights. Any occasion on which Inboxd elects to continue providing Services after Allocated Hours have been exhausted, or performs additional work without immediately implementing a Hard Stop, shall be regarded as a discretionary commercial concession and shall not constitute a waiver of Inboxd's right to enforce the Hard Stop, charge Overage fees, require prepayment, or enforce any other rights under this Agreement.

15.1 Cancellation on notice. Subject to any fixed-term commitment or minimum contractual period recorded in the applicable Scope of Work, either party may terminate this Agreement by providing the other party with not less than thirty (30) calendar days' prior written notice.

15.2 Commencement of notice period. Unless otherwise agreed in writing, a notice of cancellation received during any calendar month shall take effect from the first day of the following calendar month, and the thirty (30) calendar day notice period shall commence from that date.

15.3 Fees and payment obligations during notice period. The Client shall remain liable for all monthly retainer fees, approved Overage charges, Third-Party costs, and any other amounts due under this Agreement during the notice period, irrespective of whether the Client elects to utilise the Services or the full Allocated Hours during such period. The submission of a cancellation notice shall not entitle the Client to any refund, reduction, credit, set-off, or suspension of payment obligations.

15.4 Service delivery during notice period. Inboxd shall continue to provide Services during the notice period in accordance with this Agreement, provided that the Client remains compliant with all obligations, including the timely payment of invoices, the provision of necessary approvals, information, access, and reasonable cooperation. Inboxd shall not be responsible for any delay, reduced output, missed campaign deadlines, or inability to complete Deliverables caused by the Client's failure to comply with its obligations during the notice period.

15.5 Handover and transition assistance. Upon expiry of the notice period and subject to all amounts due to Inboxd having been paid in full, Inboxd shall provide reasonable cooperation to facilitate an orderly transition of the Services. Any transition assistance, knowledge transfer, migration support, additional meetings, documentation preparation, or work falling outside the ordinary scope of Services shall be charged at Inboxd's prevailing hourly rates or deducted from any remaining Allocated Hours during the notice period. Inboxd shall be entitled to withhold any handover assistance, Deliverables, or transfer of work product to the extent permitted by law until all outstanding amounts owing by the Client have been settled in full.

15.6 Client data retrieval and deletion. Following the final date of service delivery, Inboxd shall make the Client Data in its possession available for retrieval by the Client for a period of fourteen (14) Business Days, provided that all outstanding amounts owing to Inboxd have been paid. After expiry of the retrieval period, Inboxd may permanently delete the Client Data and shall have no further obligation to retain, maintain, store, or recover such data, except where retention is required by applicable law.

15.7 Acceleration of outstanding amounts. Upon termination of this Agreement for any reason, all outstanding invoices, approved charges, accrued fees, and any amounts due to Inboxd shall become immediately due and payable without further notice or demand.

15.8 Survival of rights. Termination or cancellation of this Agreement shall not affect any rights, remedies, obligations, or liabilities accrued by either party prior to the effective date of termination, including Inboxd's rights to recover outstanding fees, interest, legal costs, and any other amounts owing in terms of this Agreement.

16.1 Compliance and legal breaches. Inboxd adopts a practical and commercially reasonable approach to compliance breaches. Where a breach is capable of remedy and is reasonably considered to be unintentional or administrative in nature, Inboxd may, at its sole discretion, issue a written notice requiring the Client to remedy the breach within 14 calendar days. If the Client fails to remedy the breach within the specified period, or if the same or a substantially similar breach occurs again, Inboxd may suspend Services or terminate this Agreement immediately upon written notice. Inboxd may terminate this Agreement immediately and without any obligation to provide a prior warning where the Client engages in any serious or deliberate compliance breach, including:

• instructing Inboxd to send communications to purchased, scraped, unlawfully obtained, or otherwise non-compliant databases after Inboxd has advised the Client in writing that such activity may be unlawful or non-compliant;
• deliberately disabling, interfering with, or circumventing unsubscribe, opt-out, consent management, or other legally required compliance mechanisms;
• providing instructions or data that result, or are reasonably likely to result, in platform suspension, blacklisting, regulatory investigation, administrative penalties, legal proceedings, or reputational harm to Inboxd;
• requiring Inboxd to perform any activity that Inboxd reasonably believes would breach applicable law, industry standards, platform rules, or regulatory requirements; or
• repeated compliance failures following a previous written warning.

16.2 Non-payment and financial default. If the Client fails to make payment when due, Inboxd may exercise its rights under clause 13 relating to suspension of Services and overdue accounts. Without limiting any other rights available to Inboxd, Inboxd may immediately terminate this Agreement by written notice where:

• any invoice remains unpaid for more than 30 calendar days after the due date;
• the Client repeatedly fails to comply with agreed payment terms;
• the Client raises unreasonable, repetitive, or bad-faith disputes regarding valid invoices as a means of delaying or avoiding payment;
• the Client commits any act of insolvency, enters business rescue, liquidation, administration, sequestration, or any similar process, or ceases or threatens to cease carrying on business; or
• Inboxd reasonably believes, based on objective facts available to it, that the Client's financial position has materially deteriorated and creates a substantial risk of non-payment.

Termination or suspension for non-payment does not release the Client from any obligation to pay all outstanding amounts, including fees accrued during any notice period, suspension period, or Services performed before termination.

16.3 Misconduct, relationship breakdown and protection of personnel. Inboxd may immediately suspend Services or terminate this Agreement without prior notice where the Client, its employees, contractors, agents, or representatives engage in:

• abusive, threatening, intimidating, aggressive, harassing, discriminatory, or inappropriate conduct directed at any Inboxd employee, contractor, or representative;
• conduct that creates an unsafe, hostile, or unreasonable working environment;
• intentional misrepresentation, concealment, or provision of false or misleading information relevant to the Services;
• conduct that damages or is reasonably likely to damage Inboxd's reputation, business relationships, platform standing, or professional integrity; or
• any unlawful, fraudulent, unethical, or dishonest conduct.

16.4 Material breach. Inboxd may terminate this Agreement immediately upon written notice where the Client commits a material breach of any provision of this Agreement that is incapable of remedy, or where capable of remedy, is not remedied within 14 calendar days after written notice requiring such remedy.

16.5 Consequences of suspension or termination. Termination or suspension of Services by Inboxd under this clause shall be without prejudice to any rights or remedies available to Inboxd at law or under this Agreement. Upon termination:

• all outstanding invoices and amounts owing to Inboxd shall become immediately due and payable;
• Inboxd shall have no obligation to continue performing Services, maintain access to any campaign, account, platform, or work-in-progress, except where required by applicable law or expressly agreed in writing;
• the Client remains liable for all work performed, committed costs incurred, third-party charges, and amounts accrued up to the effective date of termination;
• Inboxd reserves the right to recover all damages, legal costs, collection charges, and other expenses incurred as a result of the Client's breach, to the extent permitted by law; and
• termination shall not affect any provision of this Agreement which by its nature is intended to survive termination, including confidentiality, intellectual property, payment obligations, limitation of liability, and dispute resolution provisions.

Where a Client's conduct creates operational difficulties but does not constitute a material breach permitting immediate termination of this Agreement upon written notice, Inboxd may, at its discretion, follow the structured warning process set out below.

17.1 Chronic scope creep / mismanagement. Where the Client repeatedly:

• requests work beyond the agreed Scope of Work or Allocated Hours without approving additional Overage hours;
• refuses to accept applicable Priority or Emergency multipliers after requesting accelerated delivery;
• submits repeated out-of-scope requests;
• repeatedly exhausts Allocated Hours due to poor planning and then demands continued work without written approval for additional hours; or
• otherwise engages in conduct that materially disrupts the agreed service model,

Inboxd may issue a written operational warning identifying the conduct and the corrective steps required. If the conduct continues within 30 calendar days after the written warning, Inboxd may, at its sole discretion, suspend affected Services, require a revised Scope of Work or commercial arrangement, or terminate this Agreement by written notice in accordance with these terms.

17.2 Operational disruption and Client cooperation failures. The Client acknowledges that effective service delivery depends on timely cooperation, feedback, approvals, and access to necessary information. Where the Client repeatedly:

• fails to provide instructions, approvals, data, assets, or feedback within agreed timelines;
• repeatedly changes priorities or campaign direction after work has commenced;
• causes excessive meetings, repeated re-briefing, fragmented communication, or other administrative burden beyond what is reasonably contemplated by the agreed scope;
• fails to maintain appropriate internal decision-making authority or points of contact; or
• otherwise materially disrupts Inboxd's scheduling, resource allocation, or ability to deliver Services to its other clients,

Inboxd may issue a written operational warning setting out the conduct requiring correction. If the conduct continues within 30 calendar days of such warning, Inboxd may, at its sole discretion, suspend affected Services until the operational issues are resolved, require revised commercial terms, additional Allocated Hours, or a revised Scope of Work, or terminate this Agreement upon written notice.

17.3 Preservation of rights. Nothing in this clause shall be construed as restricting, limiting, delaying, or waiving any right of Inboxd to suspend Services, terminate this Agreement, recover damages, enforce payment obligations, or exercise any other remedy available under this Agreement or applicable law where the Client's conduct constitutes a material breach, compliance breach, payment default, unlawful conduct, or any other ground justifying such action. The structured warning process in this clause is intended to address operational inefficiencies and does not create any obligation on Inboxd to continue providing Services where continued performance would be commercially unreasonable or materially prejudicial to Inboxd.

18.1 Outstanding amounts. Upon termination of this Agreement for any reason, all amounts owing to Inboxd, whether invoiced or not yet invoiced but accrued, become immediately due and payable. The Client shall not be entitled to withhold payment, apply any set-off, counterclaim, deduction, or reduction against any amount due to Inboxd unless required by law or agreed by Inboxd in writing. Termination shall not affect Inboxd's right to recover any outstanding fees, damages, interest, legal costs on attorney and own client scale, collection charges, or other amounts arising before or after termination.

18.2 Cessation of Services. Inboxd shall cease all Services, campaign execution, support, account management, consulting, and related activities from the effective date of termination, unless otherwise agreed in writing. Inboxd shall have no obligation to complete any work in progress, campaign, project, deliverable, migration, handover, or transition activity until all outstanding amounts have been paid in full.

18.3 Access revocation and platform responsibility. Within 2 Business Days of termination, the Client shall revoke Inboxd's access to all Client Platform Accounts, systems, databases, communication channels, and related infrastructure. The Client remains solely responsible for the security, administration, maintenance, and operation of all Client Platform Accounts following termination. Inboxd shall not be liable for any loss, interruption, unauthorised access, campaign failure, data loss, or operational issue arising after termination.

18.4 Client data retrieval and deletion. Subject to all outstanding amounts having been paid in full, Inboxd will make Client Data available for retrieval for a period of 14 Business Days following the effective date of termination. If the Client fails to retrieve such data within the retrieval period, Inboxd may permanently delete the data without further notice and shall have no liability for any resulting loss. Nothing in this Agreement requires Inboxd to retain Client Data beyond the retrieval period. Inboxd may retain copies of information, records, correspondence, billing records, approvals, audit logs, campaign records, and other documentation where required by law, regulatory obligations, insurance requirements, legitimate business purposes, dispute resolution, debt recovery, or the protection of Inboxd's legal rights. Inboxd may further retain anonymised, aggregated, statistical, benchmarking, operational, and performance-related information that does not identify the Client or any data subject.

18.5 Intellectual property and retention rights. Ownership of Deliverables shall transfer to the Client only upon full payment of all amounts owing to Inboxd. Until all outstanding amounts have been paid in full, all Deliverables, work product, campaign assets, source files, creative materials, automation workflows, reports, documentation, and other outputs remain the exclusive property of Inboxd; Inboxd may withhold delivery, transfer, migration, release, export, publication, or handover of any Deliverable; and the Client shall have no right to use, reproduce, publish, exploit, modify, distribute, or commercialise any unpaid Deliverable. Payment of a disputed portion of an invoice shall not entitle the Client to ownership of Deliverables where any undisputed amount remains outstanding.

18.6 Transition assistance. Any transition, migration, export, handover, onboarding assistance to a replacement service provider, knowledge transfer, platform reconfiguration, documentation preparation, or related support requested by the Client following termination shall constitute additional Services and shall be charged at Inboxd's prevailing hourly rates. Inboxd shall have no obligation to provide transition assistance until all outstanding amounts have been settled in full.

18.7 Survival. Termination of this Agreement shall not affect any rights, obligations, liabilities, remedies, indemnities, warranties, payment obligations, confidentiality obligations, intellectual property rights, limitations of liability, dispute resolution provisions, or any other provisions which by their nature are intended to survive termination. Without limitation, the following clauses shall survive termination: Effect of Termination; Intellectual Property; Confidentiality; Data Protection and POPIA; Spam and Anti-Abuse Policy; Fees, Payment and Collection Rights; Limitation of Liability; Indemnities; and Dispute Resolution and Governing Law, as well as any other provision necessary to give effect to the parties' rights and obligations following termination.

18.8 Accrued rights. Termination of this Agreement shall not constitute a waiver of any breach occurring before termination and shall be without prejudice to any rights or remedies accrued by either party prior to the effective date of termination.

19.1 Inboxd retains all right, title, and interest in and to its pre-existing and independently developed intellectual property, including its methodologies, processes, frameworks, systems, templates, workflows, automation architecture, campaign structures, strategic models, prompts, know-how, trade secrets, tools, software configurations, documentation, and all improvements thereto (Inboxd IP). Nothing in this Agreement shall transfer ownership of any Inboxd IP to the Client, whether by implication, estoppel, operation of law, or otherwise. The Client acquires no ownership rights in Inboxd IP through its use of the Services or payment of any fees under this Agreement.

19.2 Subject to full payment of all amounts owing by the Client to Inboxd under this Agreement, ownership of the final Deliverables specifically created for the Client shall vest in the Client upon receipt of such payment. Until all outstanding amounts have been paid in full, all Deliverables remain the exclusive property of Inboxd; Inboxd may withhold delivery, release, migration, publication, source files, editable files, exports, or handover of Deliverables; and the Client shall have no right to use, reproduce, distribute, modify, commercialise, or exploit any Deliverable beyond the limited purpose for which access was temporarily granted. For avoidance of doubt, ownership of Deliverables does not include ownership of any Inboxd IP incorporated into, used to create, or associated with such Deliverables.

19.3 The Client retains ownership of all Client Data, subscriber databases, trademarks, logos, branding, content, proprietary information, business records, and other intellectual property owned or controlled by the Client prior to, or independently of, this Agreement (Client IP). Except as expressly provided in this Agreement, Inboxd acquires no ownership rights in Client IP.

19.4 The Client grants Inboxd a non-exclusive, royalty-free licence to use, reproduce, modify, process, store, and otherwise utilise Client IP and Client Data solely to the extent reasonably necessary to perform the Services. The Client warrants that it has all necessary rights, licences, permissions, and lawful authority to provide such materials to Inboxd and to authorise their use for the purposes contemplated in this Agreement. The licence granted under this clause automatically terminates upon termination of this Agreement, subject to any lawful retention rights contained elsewhere in this Agreement.

19.5 Unless expressly prohibited in writing by the Client before commencement of the Services, Inboxd may identify the Client as a client of Inboxd; use the Client's name, logo, and general description of the Services provided in proposals, capability statements, presentations, marketing materials, awards submissions, websites, social media content, and similar promotional materials; and prepare and publish case studies describing the nature of the engagement.

19.6 Nothing in this Agreement restricts Inboxd from using, developing, improving, or applying any general skills, knowledge, experience, methodologies, concepts, ideas, techniques, processes, know-how, or expertise acquired during the performance of the Services, provided that Inboxd does not disclose the Client's Confidential Information. The Client acknowledges that Inboxd may provide similar services to other clients, including competitors of the Client, provided that Inboxd complies with its confidentiality obligations.

19.7 Inboxd may compile, analyse, and utilise anonymised, aggregated, statistical, benchmarking, operational, and performance-related information derived from the Services for internal business purposes, service improvement, product development, research, training, and marketing purposes, provided that such information does not identify the Client or any data subject.

19.8 Except as expressly stated in this Agreement, no licence, assignment, transfer, waiver, or grant of intellectual property rights shall be implied. All rights not expressly granted are reserved by the applicable owner.

20.1 Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including commercial terms, pricing, business strategies, client lists, campaign performance data, platform credentials, trade secrets, methodologies, and proprietary business processes and technical information.

20.2 Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, that was already known to the receiving party prior to disclosure, or that is required to be disclosed by law, regulation, or court order, provided that the disclosing party is notified as promptly as practicable before such disclosure.

20.3 Where Inboxd holds access credentials for any Client Platform Account, both parties acknowledge the sensitive nature of those credentials. Inboxd will not share, disclose, or use those credentials for any purpose other than delivery of the agreed Services.

20.4 The Client acknowledges that the security of credentials provided to Inboxd depends on the Client ensuring that only appropriate personnel within the Client's organisation initiate access requests.

20.5 Confidentiality obligations survive termination of this Agreement for a period of 3 years from the effective date of termination.

21.1 Responsible Party and Operator

21.1.1 The Client is the Responsible Party (as defined in POPIA) in respect of all Personal Information processed under this Agreement.

21.1.2 Inboxd acts solely as an Operator and processes Personal Information on the Client's behalf and in accordance with the Client's lawful instructions, except where Inboxd reasonably believes such instruction may contravene applicable law.

21.2 Data protection compliance

21.2.1 Where applicable, any Data Processing Addendum (DPA), including provisions relating to POPIA, UK GDPR, EU GDPR, or CCPA/CPRA, forms part of this Agreement and shall prevail in respect of data protection matters.

21.2.2 Inboxd shall implement reasonable technical, organisational, and administrative safeguards to protect Personal Information against unauthorised access, disclosure, loss, destruction, or unlawful processing.

21.3 Service providers, technology tools and AI

21.3.1 Inboxd may utilise employees, contractors, service providers, hosting providers, cloud infrastructure providers, artificial intelligence tools, automation platforms, and Third-Party Platforms as reasonably necessary to provide the Services.

21.3.2 The Client authorises such processing provided that Inboxd maintains reasonable safeguards required by applicable law.

21.3.3 The Client acknowledges that certain technology providers may process information through infrastructure located outside the Republic of South Africa and expressly authorises such processing subject to clause 21.7.

21.3.4 Inboxd shall not be liable for any act, omission, decision, output, interruption, limitation, or security incident attributable to a Third-Party Platform or technology provider, except to the extent caused by Inboxd's fraud, wilful misconduct, or breach of applicable law.

21.4 Client responsibilities

21.4.1 The Client warrants that all Personal Information, databases, subscriber records, contact information, marketing lists, content, and other data supplied to Inboxd:

• have been lawfully collected and may lawfully be processed for the intended purpose;
• are supported by all required notices, consents, permissions, approvals, or other lawful grounds for processing;
• may lawfully be transferred to Inboxd and its authorised service providers;
• do not infringe the rights of any third party; and
• comply with POPIA and all other applicable privacy, electronic communications, consumer protection, and marketing laws.

21.4.2 The Client shall not instruct Inboxd to process Personal Information in a manner that is unlawful or non-compliant.

21.4.3 Inboxd may refuse, suspend, or terminate any activity that it reasonably believes may expose Inboxd to legal, regulatory, reputational, operational, or platform-related risk.

21.5 Security and breach notification

21.5.1 While Inboxd shall implement reasonable safeguards, the Client acknowledges that no electronic transmission, communication network, cloud environment, database, software platform, or information system can be guaranteed to be completely secure.

21.5.2 Inboxd does not warrant that any system, platform, storage environment, or Third-Party Platform will be immune from cyber incidents, unauthorised access, malware, data interception, service interruptions, or security breaches beyond Inboxd's reasonable control.

21.5.3 Inboxd shall notify the Client as soon as reasonably possible after becoming aware of any Personal Information security compromise affecting Personal Information processed by Inboxd, to the extent required by applicable law. Inboxd will provide the Client with details of the Personal Information affected by the compromise, including the identity of Data Subjects, the nature and extent of the compromise, and, where possible, details of the identity of the unauthorised persons who are known to or may reasonably be suspected of having accessed or acquired the Personal Information.

21.6 Compliance guidance

21.6.1 Inboxd may process Personal Information solely for purposes reasonably necessary to provide the Services, including campaign execution, customer communications, marketing automation, analytics, reporting, platform administration, service improvement, compliance obligations and related operational functions.

21.6.2 Any compliance guidance, recommendations, best-practice advice, or operational assistance provided by Inboxd is supplied for informational purposes only and does not constitute legal advice.

21.6.3 The Client remains solely responsible for obtaining independent legal advice regarding its compliance obligations.

21.7 Cross-border processing

21.7.1 Where cross-border processing or transfer of Personal Information is required for the provision of the Services, the Client authorises such transfer, storage, access, or processing, provided that Inboxd implements reasonable safeguards required by applicable law.

21.7.2 The Client acknowledges that the Services may involve the use of service providers located in multiple jurisdictions and that Personal Information may be transferred internationally in accordance with applicable legal requirements.

21.8 Indemnity

21.8.1 To the maximum extent permitted by law, the Client indemnifies and holds Inboxd harmless against any claim, complaint, investigation, administrative penalty, fine, loss, damage, liability, cost, or expense arising from:

• the Client's collection, use, storage, disclosure, transfer, or processing of Personal Information;
• the Client's failure to obtain valid consent, provide required notices, or establish a lawful basis for processing;
• inaccurate, incomplete, outdated, misleading, unauthorised, or unlawfully obtained data supplied by the Client;
• any instruction issued by the Client that contravenes applicable law;
• any complaint, investigation, enforcement action, penalty, or regulatory proceeding arising from the Client's marketing activities, communications, databases, subscriber lists, consent practices, or privacy compliance obligations; or
• Inboxd's processing of Personal Information in accordance with the Client's instructions.

21.9 Retention and deletion

21.9.1 Notwithstanding any deletion or anonymisation obligations, Inboxd may retain correspondence, instructions, approvals, audit logs, billing records, support records, campaign records, compliance records, consent evidence, and other operational documentation required for legal compliance, dispute resolution, debt recovery, insurance, audit, regulatory, or evidentiary purposes.

21.9.2 Following termination of this Agreement and expiry of any applicable data retrieval period, Inboxd may securely delete or anonymise Personal Information in its possession, subject to any legal or regulatory retention obligations.

21.10 Credit reference enquiries

21.10.1 The Client acknowledges and agrees that Inboxd may conduct reasonable credit, identity, fraud prevention, risk assessment, or business verification enquiries relating to the Client where reasonably required for account opening, ongoing service provision, credit assessment, debt recovery, or risk management purposes.

22.1 Inboxd will not knowingly facilitate any communication activity that contravenes applicable direct marketing, anti-spam, electronic communications, data protection, platform, or consumer protection laws. Inboxd reserves the right to refuse, suspend, delay, or terminate any Campaign or instruction that may expose Inboxd to legal, regulatory, reputational, operational, or platform-related risk.

22.2 The Client warrants that all contact data, subscriber information, and recipient lists supplied to or used by Inboxd have been lawfully obtained and may lawfully be used for the intended communication activity. The Client shall maintain sufficient records to demonstrate the lawful basis for processing and communication upon request.

22.3 The Client shall not provide, and Inboxd shall not be required to use, any database, contact list, or recipient information that is:

• purchased, rented, licensed, borrowed, exchanged, or acquired from a third party without a lawful basis;
• scraped, harvested, or collected from public sources without lawful authority;
• obtained in contravention of applicable law or platform rules; or
• unsupported by adequate records demonstrating the lawful basis for use.

22.4 The Client remains solely responsible for ensuring compliance with all consent, notification, unsubscribe, opt-out, suppression list, and direct marketing requirements applicable to its business, industry, jurisdiction, and communication activities.

22.5 Inboxd may require the Client to provide evidence of consent, lawful basis, source records, subscriber history, or compliance documentation before executing any Campaign. Failure to provide such information may result in suspension or refusal of the Campaign without liability to Inboxd.

22.6 Where Inboxd reasonably believes that a Campaign, database, communication practice, or Client instruction may result in excessive complaints, platform sanctions, regulatory scrutiny, reputational harm, blacklisting, account suspension, or legal exposure, Inboxd may immediately suspend the relevant Services pending investigation and remediation.

22.7 The Client indemnifies and holds harmless Inboxd against any claim, complaint, investigation, penalty, fine, loss, liability, damage, cost, or expense arising from the Client's database collection practices; absence of valid consent or lawful basis; unlawful or non-compliant communications; recipient complaints; or any breach by the Client of this clause or applicable law.

22.8 Any suspension, refusal, delay, or termination of Services under this clause shall not constitute a breach by Inboxd and shall not entitle the Client to any refund, credit, damages, or other claim against Inboxd.

23.1 Inboxd will implement reasonable industry-standard compliance measures when delivering email, SMS, WhatsApp, automation, and other direct marketing communications. The Client remains solely responsible for ensuring that all communications, databases, content, offers, and marketing activities comply with applicable laws, regulations, platform requirements, and industry codes.

23.2 Email communications. The Client shall cooperate with Inboxd in implementing and maintaining any technical requirements necessary for email delivery, including domain authentication, DNS configuration, sender verification, and related security protocols. Inboxd shall not be liable for delivery issues, reputation damage, blacklisting, filtering, or reduced deliverability arising from the Client's domain configuration, database quality, historical sending practices, or factors outside Inboxd's reasonable control.

23.3 WhatsApp communications. WhatsApp communications are subject to the policies, approval processes, technical requirements, and commercial rules imposed by Meta and the relevant WhatsApp Business Solution Provider. Inboxd has no control over template approvals, account restrictions, message categorisation, delivery outcomes, pricing changes, or platform decisions and accepts no liability arising therefrom.

23.4 SMS communications. SMS communications are subject to the requirements of mobile network operators, aggregators, regulators, and service providers. Inboxd shall not be liable for message delays, filtering, blocking, delivery failures, Sender ID restrictions, network outages, carrier policies, or third-party service interruptions.

23.5 Third-Party Platforms. The Client acknowledges that campaign delivery relies on Third-Party Platforms and infrastructure providers over which Inboxd has no control. Inboxd does not warrant uninterrupted availability, platform approval, deliverability, inbox placement, account continuity, audience reach, or campaign performance on any Third-Party Platform.

23.6 Inboxd may refuse, suspend, modify, or delay any communication activity that it reasonably believes may breach applicable law, platform policies, industry standards, or expose Inboxd to legal, regulatory, operational, reputational, or commercial risk.

23.7 The Client indemnifies and holds Inboxd harmless against any claim, complaint, investigation, penalty, fine, loss, damage, liability, cost, or expense arising from the Client's communications, databases, content, consent practices, platform violations, or non-compliance with applicable laws or regulations.

23.8 The Client remains the Responsible Party for all Personal Information processed through any communication channel and retains ultimate responsibility for compliance with POPIA and all applicable direct marketing, electronic communications, consumer protection, and data protection laws.

24.1 Third-Party Platforms. The Client acknowledges that the Services may require the use of Third-Party Platforms, software, infrastructure, integrations, communication networks, hosting providers, artificial intelligence tools, cloud services, analytics tools, payment providers, messaging providers, and other third-party systems not owned or controlled by Inboxd. Inboxd acts solely as a service provider and implementation partner. Unless expressly agreed otherwise in writing, Inboxd does not resell, license, own, operate, warrant, or provide any Third-Party Platform. The Client remains solely responsible for selecting, evaluating, approving, procuring, licensing, subscribing to, and maintaining any Third-Party Platform required for the Services. Inboxd does not warrant or guarantee the performance, availability, suitability, security, pricing, functionality, deliverability, compliance, support levels, uptime, integration capability, future development, or continued availability of any Third-Party Platform. Any recommendation, referral, introduction, implementation assistance, strategic advice, or procurement support provided by Inboxd regarding a Third-Party Platform is provided on a good-faith, commercially reasonable basis and does not constitute a representation, warranty, guarantee, certification, endorsement, or assumption of liability by Inboxd.

24.2 Procurement facilitation. Where requested by the Client, Inboxd may facilitate the identification, evaluation, procurement, onboarding, or implementation of a Third-Party Platform. Procurement Facilitation may include introductions to platform providers, assistance with commercial discussions, participation in demonstrations, technical assessments, implementation planning, or support during vendor selection. Any agreement relating to a Third-Party Platform shall be concluded directly between the Client and the relevant provider. Inboxd shall not be a party to such agreement and shall have no liability arising from or relating to it. The Client is solely responsible for reviewing and accepting all commercial terms, privacy terms, licensing terms, data processing terms, service levels, and legal obligations applicable to any Third-Party Platform. Time spent by Inboxd on Procurement Facilitation, vendor engagement, technical assessments, implementation planning, procurement support, platform onboarding, or related activities shall consume Allocated Hours or be billed separately at Inboxd's prevailing rates unless otherwise agreed in writing.

24.3 Integrations and platform dependencies. Where the Services require integration with any Third-Party Platform, Inboxd shall use reasonable skill and care in implementing such integration but does not warrant uninterrupted functionality or compatibility. Inboxd shall not be liable for any delay, interruption, defect, error, data loss, integration failure, API limitation, system incompatibility, functionality restriction, platform policy change, account suspension, pricing change, or service disruption arising from any Third-Party Platform. Inboxd shall not be responsible for maintaining integrations where a Third-Party Platform changes its API, technical specifications, security requirements, pricing model, functionality, or terms of service. Any remedial work required as a result of Third-Party Platform changes, failures, restrictions, upgrades, migrations, deprecations, policy amendments, or integration issues shall constitute additional work and consume Allocated Hours or be separately chargeable.

24.4 Access and account administration. Where Inboxd requires access to a Client-owned platform, system, or account, the Client shall provide the necessary permissions, credentials, approvals, and administrative access required for service delivery. The Client warrants that it has lawful authority to grant such access and authorises Inboxd to access and use such systems solely for purposes connected with the Services. Inboxd shall implement reasonable measures to safeguard credentials and account access information under its control but shall not be liable for security breaches, unauthorised access, account compromise, or data loss arising from vulnerabilities, failures, actions, or omissions attributable to the Client, the platform provider, or any third party. Inboxd may suspend work where access rights, permissions, credentials, technical requirements, or platform functionality prevent Inboxd from performing the Services.

24.5 Limitation of responsibility for Third-Party Platforms. To the maximum extent permitted by law, Inboxd shall have no liability whatsoever for any loss, damage, cost, claim, penalty, interruption, data loss, reputational harm, loss of revenue, loss of opportunity, or business disruption arising directly or indirectly from the use of any Third-Party Platform; platform outages or downtime; platform account suspensions, restrictions, bans, or terminations; platform policy changes; platform pricing changes; deliverability issues; integration failures; security incidents affecting Third-Party Platforms; or any act or omission of a Third-Party Platform provider. The Client acknowledges that Third-Party Platforms are independent providers over which Inboxd exercises no control and assumes all risks associated with the Client's use of such platforms. Any service levels, warranties, support obligations, uptime commitments, security obligations, or performance undertakings relating to a Third-Party Platform shall be enforceable only against the applicable provider and not against Inboxd.

25.1 To the fullest extent permitted by law, Inboxd's total aggregate liability to the Client arising out of or in connection with this Agreement, whether arising in contract, delict (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, shall not exceed the total fees actually paid by the Client to Inboxd during the 3 (three) calendar months immediately preceding the event giving rise to the claim.

25.2 The limitation in clause 25.1 applies to all claims collectively and in aggregate and not to each individual claim.

25.3 To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, consequential, incidental, punitive, exemplary, special, or economic loss or damage of any nature whatsoever, including loss of revenue, loss of profit, loss of anticipated savings, loss of opportunity, loss of business, loss of goodwill, reputational harm, loss of contracts, loss of customers, loss of data, or business interruption, whether foreseeable or not.

25.4 Inboxd does not warrant or guarantee any specific marketing, commercial, technical, deliverability, engagement, lead generation, sales, conversion, revenue, or campaign performance outcome. Inboxd shall not be liable for any failure to achieve anticipated results, targets, projections, or return on investment.

25.5 Inboxd shall have no liability arising from:

• any Client instructions, approvals, decisions, delays, omissions, or failure to provide information;
• any content, campaign, communication, offer, promotion, claim, representation, pricing, legal disclosure, or material approved by the Client;
• any inaccuracy, infringement, regulatory non-compliance, or unlawful content supplied by or approved by the Client;
• any database, subscriber list, consent record, contact information, or Personal Information supplied by the Client;
• any suspension, rejection, restriction, blocking, filtering, blacklisting, policy enforcement action, or account limitation imposed by any Third-Party Platform.

25.6 Inboxd shall not be liable for any act, omission, outage, delay, interruption, failure, pricing change, policy change, technical limitation, integration failure, deliverability issue, security incident, or service disruption attributable to any Third-Party Platform, internet service provider, telecommunications provider, hosting provider, software provider, cloud service provider, payment processor, messaging provider, regulator, or other third party.

25.7 Inboxd shall not be liable for any delay or failure in performance caused directly or indirectly by circumstances beyond its reasonable control, including force majeure events, power failures, internet outages, cyber incidents, labour disputes, governmental actions, regulatory changes, platform outages, acts of God, civil unrest, or supplier failures.

25.8 The Client acknowledges that the fees payable under this Agreement have been determined on the basis of the risk allocation set out in this clause and that the limitations and exclusions of liability contained herein are fair, reasonable, and commercially necessary.

25.9 Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability which cannot lawfully be excluded or limited under applicable South African law.

26.1 The Client indemnifies, defends, and holds harmless Inboxd, its directors, employees, contractors, and agents against any claim, demand, action, loss, damage, liability, penalty, fine, cost, or expense (including legal costs on an attorney and own client scale) arising from or relating to:

• the Client's breach of this Agreement;
• any instructions, approvals, content, materials, offers, promotions, pricing, representations, or communications provided, approved, or authorised by the Client;
• the Client's use of unlawful, inaccurate, misleading, infringing, defamatory, or non-compliant content or data;
• any breach of POPIA, data protection legislation, direct marketing laws, consumer protection laws, telecommunications regulations, or platform requirements by the Client;
• any database, subscriber list, consent record, Personal Information, or contact data supplied by or on behalf of the Client;
• any agreement, account, subscription, licence, or relationship between the Client and a Third-Party Platform provider; and
• any regulatory investigation, complaint, enforcement action, fine, penalty, or third-party claim arising from the Client's business activities, marketing practices, products, services, or communications.

26.2 The indemnity applies irrespective of whether Inboxd acted on the Client's instructions, approvals, information, or authorisations, provided Inboxd did not engage in fraud or wilful misconduct.

26.3 The Client's obligations under this clause survive termination of this Agreement.

27.1 Inboxd warrants that the Services will be performed with reasonable skill, care, and diligence consistent with generally accepted industry standards.

27.2 Except as expressly stated in this Agreement, all warranties, representations, conditions, and undertakings, whether express, implied, statutory, or otherwise, are excluded to the maximum extent permitted by law.

27.3 Inboxd does not warrant or guarantee any specific marketing outcome, campaign performance, deliverability rate, engagement rate, lead volume, conversion rate, revenue result, return on investment, or business outcome. Any projections, forecasts, estimates, benchmarks, or recommendations are provided for planning purposes only.

27.4 Inboxd does not warrant the availability, performance, suitability, security, reliability, functionality, compliance, or continued operation of any Third-Party Platform, integration, service provider, software application, communication channel, or external system.

27.5 The Client warrants that:

• it has full authority to enter into and perform this Agreement;
• it owns or lawfully controls all content, materials, databases, trademarks, intellectual property, and information supplied to Inboxd;
• all data supplied to Inboxd has been lawfully obtained and may lawfully be processed for the intended purpose;
• its communications, products, services, offers, and marketing activities comply with applicable law; and
• the person signing or accepting this Agreement on behalf of the Client is duly authorised to bind the Client.

28.1 Neither party shall be liable for any delay, interruption, or failure to perform its obligations to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, civil unrest, labour disputes, governmental action, power failures, cyber-attacks, internet failures, telecommunications outages, platform outages, supplier failures, or other force majeure events.

28.2 The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effects of the force majeure event.

28.3 During the force majeure period, Inboxd may suspend affected Services without liability and any delivery timelines shall automatically be extended for the duration of the disruption.

28.4 If the force majeure event continues for more than 30 consecutive calendar days, Inboxd may terminate this Agreement immediately on written notice, or either party may terminate on 14 calendar days' written notice. All fees, charges, and amounts accrued up to the termination date shall remain immediately due and payable.

29.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. Where applicable, the UK and US commercial addendum forms part of this Agreement.

29.2 Any dispute arising out of or in connection with this Agreement shall first be referred to the parties' authorised representatives, who shall use reasonable efforts to resolve the dispute in good faith within 14 (fourteen) calendar days after written notice of the dispute.

29.3 If the dispute is not resolved within the period contemplated in clause 29.2, either party may refer the matter to its legal representatives for a further 14 (fourteen) calendar day resolution period.

29.4 If the dispute remains unresolved, either party may institute proceedings in any court of competent jurisdiction situated in Johannesburg, Gauteng.

29.5 The Client consents, in terms of section 45 of the Magistrates' Courts Act, to the jurisdiction of the Magistrates' Court having jurisdiction over Inboxd's registered office, notwithstanding that the amount claimed may exceed the ordinary jurisdiction of such court. Inboxd shall nevertheless be entitled, at its sole election, to institute proceedings in the High Court of South Africa or any other court of competent jurisdiction.

29.6 Nothing in this clause shall prevent Inboxd from seeking urgent, interim, interlocutory, injunctive, protective, debt recovery, or other relief from any court of competent jurisdiction at any time.

29.7 The Client shall be liable for all legal costs, tracing fees, collection commission, disbursements, and other recovery costs incurred by Inboxd in enforcing any of its rights under this Agreement, on the scale as between attorney and own client.

29.8 The Client chooses as its domicilium citandi et executandi for all purposes under this Agreement its physical address recorded in the applicable proposal, Scope of Work, onboarding documentation, or latest written notice provided to Inboxd.

29.9 Inboxd chooses as its domicilium citandi et executandi:

or such other address as Inboxd may notify in writing from time to time.

29.10 Any notice delivered by hand, courier, prepaid registered post, or email to a party's domicilium shall be deemed validly received in accordance with South African law, unless the contrary is proved.

29.11 Nothing in this clause shall delay, suspend, restrict, or prejudice Inboxd's right to recover undisputed amounts owing under this Agreement, and Inboxd may institute debt recovery proceedings immediately upon any amount becoming due and payable.

30.1 Entire agreement. This Agreement, together with any accepted proposal, Scope of Work, Addendum, quotation, written approval, and signed amendment, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, representations, understandings, and agreements relating to its subject matter. The Client acknowledges that it has not relied on any representation, statement, warranty, or undertaking not expressly recorded in this Agreement.

30.2 Amendments and variations. No amendment, variation, consensual cancellation, or waiver of any provision of this Agreement shall be of any force or effect unless reduced to writing and signed by duly authorised representatives of both parties. Email approvals relating to campaign execution, scope changes, overages, quotations, proposals, or operational instructions shall constitute valid written approval for purposes of service delivery and billing but shall not amend this Agreement unless expressly stated.

30.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall, to the extent necessary, be severed from this Agreement and the remaining provisions shall remain in full force and effect.

30.4 Assignment and subcontracting. The Client may not assign, cede, delegate, transfer, or otherwise dispose of any of its rights or obligations under this Agreement without Inboxd's prior written consent. Inboxd may assign or transfer this Agreement to any affiliated company, successor entity, purchaser of its business, or group company; and subcontract any portion of the Services to suitably qualified third-party contractors, consultants, or service providers, provided that Inboxd remains responsible for the overall delivery of the Services.

30.5 No waiver. No relaxation, extension of time, indulgence, latitude, or concession granted by Inboxd shall constitute a waiver of any rights and shall not prevent Inboxd from exercising any rights arising from the same or any subsequent breach.

30.6 Authority and capacity. The person signing this Agreement on behalf of the Client warrants that they are duly authorised to bind the Client. The Client shall not be entitled to rely on any alleged lack of authority as a defence to enforcement of this Agreement.

30.7 Independent contractor relationship. Inboxd acts at all times as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment relationship, or fiduciary relationship between the parties.

30.8 Electronic signatures and communications. The parties agree that electronic signatures, electronic acceptance, email approvals, and electronically transmitted documents shall be valid and enforceable to the fullest extent permitted by applicable law. Copies transmitted electronically shall be deemed originals for evidentiary purposes.

30.9 Record keeping and evidentiary status. The Client agrees that Inboxd's time records, project management records, support records, email correspondence, approval records, platform logs, utilisation reports, and accounting records shall constitute prima facie proof of Services rendered, hours consumed, approvals granted, and amounts due, unless proven otherwise by the Client.

30.10 Survival. Any provision which by its nature is intended to survive termination or expiry of this Agreement, including payment obligations, intellectual property rights, confidentiality obligations, data protection obligations, indemnities, limitation of liability provisions, dispute resolution provisions, and record-keeping rights, shall survive termination or expiry and remain enforceable.

30.11 Counterparts. 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 agreement.

30.12 Non-solicitation of staff. During the term of this Agreement and for 12 months thereafter, the Client shall not directly or indirectly solicit for employment, engage, contract with, or induce any employee, contractor, consultant, or service provider of Inboxd who was materially involved in the Services, without Inboxd's prior written consent. In the event of breach, the Client shall pay liquidated damages equal to 50% of the annualised remuneration or contract value of the affected individual.

30.13 CPA exclusion. The parties acknowledge that where the Client is a juristic person whose asset value or annual turnover exceeds the threshold prescribed under the Consumer Protection Act, 2008, the CPA shall not apply to this Agreement to the extent permitted by law.

• UK and US commercial addendum — governing law, currency, tax and business hours for UK and US clients.
• Data Processing Addendum (DPA) — POPIA, UK GDPR, EU GDPR and CCPA/CPRA processor obligations.

Inboxd may update these Terms and Conditions from time to time. The current version, identified by the effective date above, is always available at inboxd.agency/terms. Clients will be given 30 calendar days' written notice of material changes. Continued engagement after the notice period constitutes acceptance of the amended terms.