1.1 This Master Digital Services Agreement is entered into between Bluezone Media and the Client identified in the applicable Proposal, Quotation, Estimate, Invoice, Service Order or other written instruction accepted by Bluezone Media.

1.2 Bluezone Media provides digital marketing and technology-related services, including website design and development, website hosting and maintenance, digital business card and QR platform services, social media management, SEO, digital advertising, Google Business Profile management, content creation, email marketing, domain and digital asset management and related services.

1.3 This Agreement records the general legal terms applicable to the Services. The commercial terms, service package, deliverables, timelines and fees for a specific engagement shall be set out in the applicable Proposal or Service Order.

1.4 This Agreement is intended to operate as a master framework agreement and shall apply to all current and future Services supplied by Bluezone Media to the Client, unless expressly excluded or varied in writing by Bluezone Media.

2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions shall bear the meanings assigned to them and cognate expressions shall bear corresponding meanings:

2.1.1 "Agreement" means this Master Digital Services Agreement, together with any applicable Proposal, Service Order, Schedule, policy, addendum or written variation incorporated by reference.

2.1.2 "AI-Assisted Enhancement" means the use of artificial intelligence tools solely to edit, improve or enhance a photograph, image or asset that is owned by, or lawfully licensed to, the Client, without generating new protected, branded or third-party elements.

2.1.3 "AI-Generated Image" means any image, artwork, graphic, illustration, photograph-like image or visual asset generated wholly or substantially from text prompts, image prompts or generative artificial intelligence instructions using an AI platform or image generation tool.

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

2.1.5 "Background IP" means Intellectual Property Rights owned, licensed or controlled by a party before the relevant Proposal, or developed independently of the Services, including pre-existing tools, templates, code, workflows, methodologies, platforms and know-how.

2.1.6 "Change Order" means a written or electronically approved record of an agreed change to scope, deliverables, dependencies, timetable, Fees, data-processing profile, acceptance criteria, service levels or other material project terms.

2.1.7 "Client" means the person, company, organisation, trust, partnership or other legal entity purchasing, using or instructing Bluezone Media to provide Services.

2.1.8 "Client Content" means any text, image, photograph, video, graphic, logo, trade mark, product information, pricing information, advertising material, database, document, audio file, social media content, marketing material or other information supplied or approved by the Client.

2.1.9 "Confidential Information" means information disclosed by or on behalf of a party which is confidential by nature, marked as confidential, or which a reasonable person would understand to be confidential, including commercial, financial, technical, operational, customer, supplier and strategic information.

2.1.10 "Data Protection Laws" means POPIA and any other privacy or data protection law applicable to the Services, having regard to the Client, the data subjects, the processing activity and the jurisdictions involved.

2.1.11 "Digital Assets" means any website, digital business card, QR destination, landing page, online profile, web application, progressive web application, hosted asset, advertising asset, social media asset, email marketing asset, domain, digital file or digital property created, managed, hosted or maintained by Bluezone Media.

2.1.12 "Fees" means all fees, charges, expenses and other amounts payable by the Client to Bluezone Media under a Proposal, Invoice, Service Order or this Agreement.

2.1.13 "Foreground IP" means bespoke final deliverables specifically created by Bluezone Media for the Client under a Proposal, excluding Background IP, Open-Source Software, Third-Party Provider materials, licensed components and Hosted Platform infrastructure.

2.1.14 "Hosted Platform" means any hosting environment, digital business card platform, QR platform, cloud infrastructure, third-party application, software-as-a-service platform or online system used in connection with the Services.

2.1.15 "Intellectual Property Rights" means copyright, trademarks, trade names, domain names, designs, patents, know-how, trade secrets, software, source code, object code, databases, workflows, templates, methodologies, confidential information and all similar rights, whether registered or unregistered.

2.1.16 "Invoice" means any invoice or payment request issued by Bluezone Media to the Client.

2.1.17 "Open-Source Software" means software, code, libraries, frameworks, plugins or components made available under an open-source, free software or similar licence, including any licence that may impose attribution, disclosure, source-code, copyleft or redistribution obligations.

2.1.18 "Personal Information" has the meaning given to it in POPIA and includes personal information processed in connection with the Services.

2.1.19 "POPIA" means the Protection of Personal Information Act, 4 of 2013.

2.1.20 "Proposal" means any proposal, quotation, estimate, statement of work, service order, subscription agreement, renewal notice, accepted invoice or written offer issued by Bluezone Media in relation to the Services.

2.1.21 "QRCard.mobi" means the master platform domain owned or controlled by Bluezone Media and used for standard digital business card and QR platform services.

2.1.22 "Schedule" means any schedule, policy, addendum or service-specific terms incorporated into this Agreement or applicable to the Services.

2.1.23 "Service Order" means any order form, statement of work, accepted quotation, signed proposal, subscription order, renewal confirmation or other written instruction setting out the specific Services to be provided.

2.1.24 "Severity 1 Defect" means a reproducible defect within Bluezone Media's agreed scope that prevents a website, deliverable or Digital Asset from materially operating for its primary intended purpose.

2.1.25 "Severity 2 Defect" means a reproducible defect within Bluezone Media's agreed scope that materially impairs a material function of a website, deliverable or Digital Asset, but does not prevent use of the deliverable as a whole.

2.1.26 "Services" means all services supplied by Bluezone Media to the Client from time to time, including the services identified in clause 1.2 and any future digital services.

2.1.27 "Third-Party Provider" means any external supplier, software vendor, hosting company, registrar, platform owner, payment gateway, advertising network, social media platform, analytics provider, technology provider or service provider used in connection with the Services.

2.1.28 "Sub-Operator" means any Third-Party Provider or contractor appointed by Bluezone Media to process Personal Information on behalf of the Client where Bluezone Media acts as operator under POPIA.

2.1.29 "Technical and Organisational Measures" means reasonable technical, operational and organisational safeguards appropriate to the Services and the risks involved, including access controls, confidentiality controls, backup processes, security monitoring, patching, supplier controls and incident-response measures where applicable.

2.2 Headings are for convenience only and shall not affect interpretation.

2.3 Words importing the singular include the plural and vice versa. A reference to a person includes a natural person, company, trust, partnership, association, organisation or other legal entity.

2.4 References to legislation include amendments, replacements and re-enactments of that legislation.

2.5 The words "including", "include" and "includes" are illustrative and shall not limit the generality of the preceding words.

2.6 No rule of interpretation shall apply against a party merely because that party, or its legal representative, drafted this Agreement or any part of it.

3.1 This Agreement applies to every Service supplied by Bluezone Media to the Client, unless Bluezone Media expressly agrees otherwise in writing.

3.2 The Agreement applies whether the Services are supplied once-off, on a project basis, on a subscription basis, on a recurring basis, or as part of an ongoing support, hosting, maintenance, marketing or management relationship.

3.3 Where the Client purchases additional Services after the commencement of the relationship, those Services shall automatically be governed by this Agreement and the relevant Proposal, unless expressly excluded in writing.

3.4 If Bluezone Media updates its standard terms for future services, renewals or new proposals, the updated terms shall apply to those future services, renewals or proposals once accepted by the Client in accordance with this Agreement. Updated terms shall not retrospectively vary a fixed-scope project already accepted by the Client, unless the variation is agreed in writing, required by law, required by a Third-Party Provider, or reasonably necessary for security, operational or platform compliance.

4.1 Each Proposal shall incorporate this Agreement and the applicable Schedules by reference, whether or not the full text of this Agreement is physically attached to the Proposal, provided that the Proposal or online order process should identify the version number or date of the Agreement and applicable Schedules and either attach them or provide an electronic link from which they can be read, stored and reproduced before acceptance.

4.2 Each Proposal should identify, as applicable, the Services, scope, deliverables, exclusions, Fees, payment terms, invoice due date, timelines, dependencies, assumptions, service package, special terms, applicable Schedules, acceptance criteria and any service levels that have been expressly agreed.

4.3 If there is a conflict between documents, the following order of precedence shall apply unless expressly stated otherwise in writing:

4.3.1 the Proposal, but only in relation to the specific commercial terms, scope, Fees, assumptions, dependencies, deliverables and service-specific commitments for the relevant Services;

4.3.2 any Schedule dealing specifically with data protection, security, service levels, acceptance testing or exit assistance, but only for that specific subject matter and only to the extent applicable to the relevant Services;

4.3.3 this Agreement in relation to all remaining legal, risk allocation, liability, indemnity, intellectual property, suspension, termination and general terms; and

4.3.4 the applicable Schedules, policies and any other document incorporated by reference, to the extent not addressed above.

4.4 No Proposal shall amend or exclude this Agreement unless the Proposal expressly states that it varies a specific clause of this Agreement and the variation is accepted by Bluezone Media in writing.

4.5 If a Client issues its own purchase order, supplier terms, onboarding terms or procurement terms, those terms shall not apply unless expressly accepted in writing by Bluezone Media. Performance of Services shall not, by itself, constitute acceptance of the Client’s terms.

4.6 Bluezone Media should retain an electronic acceptance record, including accepted Proposal versions, online order records, email approvals, payment records or other evidence of acceptance, for not less than 3 (three) years after the relevant acceptance event or for any longer period required by law or reasonably required for enforcement or record-keeping purposes.

5.1 The Client accepts this Agreement when the Client:

5.1.1 signs or electronically signs a Proposal or this Agreement;

5.1.2 accepts a Quotation, Proposal, Service Order or renewal notice by email, online acceptance or other written communication;

5.1.3 pays an Invoice or deposit;

5.1.4 instructs Bluezone Media to commence work;

5.1.5 supplies access credentials or Client Content for use in the Services;

5.1.6 uses, renews or continues to use the Services after being notified of this Agreement; or

5.1.7 otherwise acts in a manner consistent with acceptance of the Services.

5.2 A person accepting this Agreement or instructing Services on behalf of a company, organisation or other entity warrants that they have authority to bind that entity.

5.3 Electronic signatures, PDF signatures, email confirmations, online approvals and electronic records may be relied upon as evidence of acceptance to the extent permitted by South African law, including the Electronic Communications and Transactions Act, 25 of 2002.

5.4 The Client shall ensure that its internal approvals, procurement requirements and authority limits are satisfied before instructing Bluezone Media to proceed.

6.1 Bluezone Media shall provide the Services with reasonable skill, care and professional judgement, having regard to the applicable Proposal, the nature of the Services and the information supplied by the Client.

6.2 Bluezone Media does not provide legal, tax, accounting, regulatory, medical, financial or other professional advice unless expressly agreed in writing. The Client remains responsible for obtaining specialist advice where required for its business, industry or marketing claims.

6.3 Any project timeline, launch date, completion estimate, marketing forecast, traffic forecast or performance projection is an estimate only and shall not constitute a guarantee unless expressly stated in writing.

6.4 Bluezone Media may use employees, contractors, consultants, third-party tools and Third-Party Providers to perform the Services, provided Bluezone Media remains responsible for its own obligations under this Agreement.

6.5 Bluezone Media may improve, modify, replace or discontinue elements of the Services where reasonably necessary due to operational, technological, legal, security, supplier or platform requirements, provided that Bluezone Media will act reasonably in managing material changes affecting active Services.

7.1 The Client shall provide all information, content, approvals, decisions, access credentials, branding assets, product information, compliance information and cooperation reasonably required for Bluezone Media to perform the Services.

7.2 The Client shall ensure that all information and Client Content supplied to Bluezone Media is accurate, current, complete, lawful, not misleading and suitable for publication.

7.3 The Client remains responsible for its business, products, services, prices, promotions, disclosures, industry-specific compliance obligations and all claims made in relation to its business.

7.4 Bluezone Media shall not be liable for delay, additional cost, missed deadlines or service disruption caused by late content, delayed approvals, incomplete instructions, unavailable access credentials, changed instructions, internal Client approval delays or any other Client dependency.

7.5 Where the Client fails to respond within a reasonable period, Bluezone Media may reschedule resources, revise timelines, suspend work, issue a revised Proposal or treat the project as abandoned in accordance with the applicable Schedule or Proposal.

7.6 The Client shall appoint one authorised representative responsible for providing instructions, approvals, feedback and confirmations. Bluezone Media may rely on instructions received from that representative unless the Client notifies Bluezone Media otherwise in writing.

7.7 Instructions, approvals, amendments, requests and project changes should be confirmed in writing by email or another agreed written communication channel, including WhatsApp where expressly accepted for the relevant project. Bluezone Media shall not be responsible for acting on verbal instructions unless they are subsequently confirmed in writing or reasonably understood by Bluezone Media as urgent instructions requiring immediate action.

7.8 Unless a Proposal states otherwise, the Client shall respond to requests for information, approvals or feedback within 3 (three) Business Days. Bluezone Media shall not be responsible for missed deadlines, postponed campaigns, reduced posting frequency, rescheduling or additional costs caused by delayed Client responses.

7.9 The Client shall provide Client Content and source materials in a professional and usable format, including vector logos where available, high-resolution photographs, raw or high-quality video footage, current brand guidelines, accurate product and service information, correct pricing, valid dates, terms and conditions, contact details and other material reasonably required for the Services.

7.10 Where Client Content or source material is incomplete, inaccurate, late, outdated, compressed, low-resolution or otherwise unsuitable, Bluezone Media may proceed using reasonable efforts, request replacement material, revise timelines, or quote separately for recreating, sourcing, enhancing, correcting or preparing the material to meet production requirements.

8.1 The Client shall pay all Fees specified in the applicable Proposal, Invoice or Service Order.

8.2 Unless a Proposal or Invoice states a different due date, all Invoices are payable within 7 (seven) days after issue of a valid tax invoice or payment request. Where VAT applies, Bluezone Media shall issue tax invoices in accordance with applicable VAT requirements.

8.3 Unless expressly stated otherwise, all Fees are exclusive of VAT, disbursements, third-party charges, advertising spend, licence fees, domain fees, hosting fees, transaction charges, bank charges and other external costs.

8.4 Bluezone Media may require a deposit, upfront payment, milestone payment or recurring payment before commencing or continuing Services.

8.5 Deposits and upfront payments are non-refundable once work has commenced, except to the extent expressly agreed in writing or required by applicable law.

8.6 Hosting, maintenance, subscriptions, retainers and recurring Services are payable in advance unless otherwise agreed in writing.

8.7 Any invoice dispute must be raised in writing within 7 (seven) days after issue of the relevant Invoice, together with reasonable details of the disputed amount and the reasons for dispute. Undisputed amounts remain payable when due, and the Client may not withhold payment of undisputed amounts because another portion of an Invoice is disputed.

8.8 Failure to pay Fees when due constitutes a material breach of this Agreement. Bluezone Media may suspend or terminate Services, withhold deliverables, charge interest at the prime lending rate charged by Bluezone Media's bankers plus 2% (two percent) per annum, or the maximum rate permitted by applicable law if lower, calculated from the due date to the date of payment, and recover collection costs as provided in this Agreement and applicable law.

8.9 The Client shall be liable for reasonable costs incurred by Bluezone Media in recovering overdue amounts, including collection costs, tracing fees, legal costs and attorney-and-client costs to the extent recoverable by agreement, court order or applicable law.

8.10 Unless expressly agreed otherwise in the Proposal, monthly retainers, hosting fees, maintenance fees, management fees and recurring Fees are payable monthly in advance. Bluezone Media may require a deposit or advance payment to secure allocated production time and resources before work commences.

8.11 Bluezone Media may review and adjust recurring Fees annually by giving at least 30 (thirty) days written notice, unless a different review mechanism is set out in the Proposal.

9.1 The Services shall be limited to the scope set out in the applicable Proposal. Any work not expressly included in the Proposal is excluded unless agreed in writing.

9.2 Bluezone Media may treat any request for additional pages, redesigns, redevelopment, new functionality, additional integrations, further revisions, urgent work, new campaigns, additional platforms or work outside the agreed scope as additional work.

9.3 No material change to scope, deliverables, dependencies, timetable, Fees, data-processing profile, acceptance criteria or service levels shall be binding unless recorded in a written Change Order signed or electronically approved by both parties, except for emergency work expressly requested by the Client or work reasonably required to address an urgent security, legal, platform or operational risk.

9.4 Where the Client does not provide required information, approvals, content or instructions for a continuous period of 60 (sixty) days, Bluezone Media may treat the project as abandoned, suspend work and charge recommencement fees or revised pricing to restart the project.

9.5 Bluezone Media shall not be liable for any cost, delay, lost opportunity or operational impact arising from Client-caused delays, changes in scope or abandoned projects.

9.6 Any request requiring a turnaround time of 48 (forty-eight) hours or less, work outside ordinary business hours, weekend work, public holiday work, urgent posting, urgent design work, additional campaigns, extra meetings, additional graphics, additional videos, additional website changes, additional WhatsApp support or other work outside the agreed scope may be treated as rush work or additional work and may be subject to a rush fee, express service fee, revised quotation or revised timeline.

9.7 Bluezone Media may decline rush work or additional work where its production schedule does not allow the work to be completed to Bluezone Media’s required standard or where insufficient notice has been provided.

10.1 The Client acknowledges that many digital services depend on Third-Party Providers, including hosting providers, domain registrars, analytics providers, social media platforms, advertising networks, payment gateways, CRM systems, email marketing platforms, software vendors and technology providers.

10.2 Bluezone Media does not control Third-Party Providers and shall not be liable for service interruptions, outages, pricing changes, policy changes, account suspensions, verification delays, feature removals, algorithm changes, API changes, licence changes, security incidents or other actions or omissions of Third-Party Providers, except to the extent caused by Bluezone Media’s own proven breach of this Agreement.

10.3 Bluezone Media will use reasonable efforts to implement and maintain integrations within the agreed scope, but cannot guarantee continued compatibility where third-party systems, policies, APIs, software versions or technical requirements change.

10.4 The Client shall be responsible for all third-party subscription fees, licence fees, advertising spend, usage charges and renewal fees unless expressly stated otherwise in the Proposal.

10.5 Where a Third-Party Provider requires the Client to accept separate terms, policies or data processing provisions, the Client shall comply with those terms to the extent applicable to the Client’s use of the relevant service.

11.1 Domain names registered by Bluezone Media specifically for a Client shall, unless otherwise agreed in writing, be held for the benefit of the Client, subject to full payment of all amounts owing, registrar rules and applicable registry requirements.

11.2 The Client shall ensure that all domain registration information supplied to Bluezone Media is accurate, current and lawful.

11.3 Bluezone Media shall not be liable for losses arising from domain expiry, registry suspension, registrar disputes, transfer failures, inaccurate registration information, non-payment of renewal fees or events outside Bluezone Media’s reasonable control.

11.4 The Client is responsible for maintaining the confidentiality and security of all usernames, passwords, authentication methods and access credentials supplied to or used by the Client.

11.5 Bluezone Media shall not be liable for losses arising from weak passwords, password sharing, credential theft, phishing, social engineering, unauthorised access or the Client’s failure to implement recommended security measures.

11.6 Specific ownership and access rules for digital business cards and QR platform services, including QRCard.mobi, shall be set out in the Digital Business Card / QR Platform Schedule. For the avoidance of doubt, unless expressly agreed otherwise in a custom Proposal, the Client does not acquire ownership of QRCard.mobi, any subdomain, URL path or hosted destination under QRCard.mobi.

12.1 The Client retains ownership of its pre-existing business names, logos, trademarks, marketing materials, Client Content and proprietary business information supplied to Bluezone Media, subject to the licences granted in this Agreement.

12.2 The Client grants Bluezone Media a non-exclusive licence to use, reproduce, edit, adapt, host, cache, publish and display Client Content solely to the extent reasonably necessary to provide the Services and exercise Bluezone Media’s rights under this Agreement.

12.3 Each party retains ownership of its Background IP. Bluezone Media retains ownership of its Background IP, including methodologies, workflows, templates, systems, internal tools, know-how, reusable software components, proprietary code libraries, platform configurations and general design or development techniques.

12.4 Subject to full payment of all amounts owing and any third-party licensing restrictions, the Client shall own the Foreground IP in final bespoke deliverables expressly created for the Client under the applicable Proposal, excluding Bluezone Media's Background IP, Open-Source Software, Third-Party Provider materials, licensed components and Hosted Platform infrastructure.

12.5 Bluezone Media shall procure, where reasonably required for the intended use of the Foreground IP, author consents or permissions from its employees, contractors or contributors to allow the Client to use, adapt, modify, reproduce and exploit the Foreground IP as contemplated by this Agreement and the applicable Proposal.

12.6 To the extent any Foreground IP does not automatically vest in the Client upon creation, Bluezone Media assigns such Foreground IP to the Client upon full payment of all amounts owing and shall take reasonable further steps required to give effect to that transfer, subject to this Agreement, the Proposal and third-party licensing restrictions.

12.7 Until all outstanding amounts have been paid in full, ownership of deliverables and the right to use deliverables may be withheld or retained by Bluezone Media to the fullest extent permitted by law.

12.8 The Client may not copy, reverse engineer, decompile, resell, sublicense or attempt to extract any proprietary system, platform, code, workflow, template, tool or reusable component belonging to Bluezone Media or a Third-Party Provider.

12.9 Bluezone Media may use Open-Source Software and third-party components where appropriate for the Services. Bluezone Media shall not knowingly include Open-Source Software in a manner that imposes source-code disclosure, copyleft or similar obligations on the Client's proprietary materials without the Client's prior written consent or without disclosing the applicable licence terms where reasonably practical.

12.10 Unless otherwise agreed in writing, Bluezone Media may display completed work, screenshots, links, project descriptions, branding examples, campaign examples and design work in its portfolio, website, social media, proposals, presentations and marketing materials, provided that Bluezone Media will respect written confidentiality restrictions agreed with the Client.

13.1 The Client warrants that it owns or has obtained all rights, licences, permissions, consents and authority required to use, publish and authorise Bluezone Media to use all Client Content.

13.2 The Client warrants that Client Content does not infringe any third-party rights, including copyright, trade mark rights, design rights, privacy rights, personality rights, publicity rights, database rights or contractual restrictions.

13.3 Bluezone Media may refuse, suspend, remove or decline to publish content that Bluezone Media reasonably considers unlawful, defamatory, misleading, infringing, harmful, contrary to platform rules, contrary to this Agreement, or likely to create legal, regulatory, operational or reputational risk.

13.4 Where Bluezone Media provides drafts, mock-ups, previews, staging links, proofs, review versions or scheduled posts for approval, the Client shall carefully review them before approval.

13.5 Approval by the Client constitutes confirmation that the approved content, details, prices, claims, disclosures, contact information, product information and visual assets are accurate, lawful and approved for publication.

13.6 Where the Client requests urgent publication without review, or approves publication without proper review, publication occurs at the Client’s risk.

13.7 Changes requested after approval, launch or publication may be treated as additional work and charged separately.

14.1 Bluezone Media has adopted a protective policy regarding AI-Generated Images due to legal uncertainty and possible intellectual property, regulatory, platform and reputational risk associated with prompt-generated artwork.

14.2 Unless expressly agreed otherwise in writing, Bluezone Media will not accept, publish, upload, distribute, promote, advertise, or host AI-Generated Images created wholly or substantially from text prompts, image prompts or similar generative AI instructions using tools such as ChatGPT or similar AI image generation platforms.

14.3 The restriction in clause 14.2 applies to websites, hosted digital assets, digital business cards, QR landing pages, social media platforms, Google Business Profiles, WhatsApp, email marketing campaigns, digital advertising platforms and any other client-owned or client-related digital assets created, hosted, managed, published or controlled by Bluezone Media.

14.4 Bluezone Media may permit AI-Assisted Enhancement where the underlying photograph, image or asset is owned by or lawfully licensed to the Client and AI is used only as an editing or enhancement tool. Examples include sharpening, lighting correction, colour adjustment, minor retouching, blemish removal, cropping, improving resolution and generating a simple non-infringing background.

14.5 AI-Assisted Enhancement shall not be permitted where AI is used to generate new protected or potentially infringing elements, including logos, branded material, recognisable characters, copyrighted artwork, celebrity or personality likenesses, trademarks, protected designs or other third-party material.

14.6 The Client shall disclose whether AI has been used in any image or content supplied to Bluezone Media and shall explain how the AI tool was used where reasonably requested.

14.7 Bluezone Media may refuse, remove, suspend or discontinue use of any image, artwork or content if Bluezone Media reasonably considers that it may create legal, intellectual property, regulatory, platform, commercial or reputational risk.

14.8 The Client remains free to use AI-generated images independently through its own channels, but does so entirely at its own risk. Bluezone Media accepts no responsibility for legal, regulatory, copyright, trade mark, reputational or commercial consequences arising from the Client’s independent use of AI-generated imagery.

14.9 The Client indemnifies Bluezone Media against all claims, losses, liabilities, damages, penalties, costs and expenses arising from Client-supplied AI-generated, AI-assisted or AI-related content, except to the extent caused by Bluezone Media’s own unlawful conduct or wilful misconduct.

15.1 Each party shall comply with Data Protection Laws applicable to it in relation to the Services.

15.2 Depending on the Services, Bluezone Media may act as a responsible party, operator or independent service provider in relation to Personal Information. The applicable role allocation may be set out in the POPIA / Data Processing Schedule or Proposal.

15.3 The Client warrants that all Personal Information supplied or made available to Bluezone Media has been collected, processed and disclosed lawfully and that the Client has obtained all consents, notices, authorisations or lawful bases required for Bluezone Media to process such Personal Information in connection with the Services.

15.4 Bluezone Media may process Personal Information for purposes including service delivery, hosting, support, administration, billing, communication, security monitoring, reporting, compliance, troubleshooting, backups, migration and any other purpose reasonably connected with the Services.

15.5 The Client acknowledges that the Services may involve Third-Party Providers and cross-border processing, storage or access, including processing in South Africa, the United States, Europe, the United Kingdom or other jurisdictions depending on the service provider and service package. The Client further acknowledges that cross-border processing may require appropriate contractual, consent-based or other safeguards under applicable Data Protection Laws, including POPIA section 72 where applicable.

15.6 Bluezone Media shall implement reasonable technical and organisational measures appropriate to the Services to protect Personal Information under its control against unauthorised access, loss, damage, destruction or misuse.

15.7 Where Bluezone Media becomes aware of a material security compromise affecting Personal Information under its control, Bluezone Media shall take reasonable steps required by applicable law, including notification to the Client where appropriate and cooperation with lawful notification obligations.

15.8 Detailed data processing, cross-border transfer, breach notification, retention, deletion and data subject request provisions shall be set out in the POPIA / Data Processing Schedule.

15.9 Where Bluezone Media assists with email marketing, lead generation, analytics, tracking, remarketing or direct marketing, the Client remains responsible for ensuring that contact lists, consent records, opt-out mechanisms, suppression lists and sender-identification requirements comply with POPIA, ECTA and any other applicable direct-marketing laws, unless expressly agreed otherwise in writing.

16.1 The Client acknowledges that no website, hosted platform, application, email account, social media account, advertising account or online service can be guaranteed completely secure or continuously available.

16.2 Bluezone Media does not warrant that the Services will be uninterrupted, error-free, defect-free, free from delays, free from cyber threats, free from unauthorised access or compatible with all browsers, devices, systems or future technologies.

16.3 Service availability may be affected by hosting infrastructure, internet connectivity, user devices, browser technology, third-party services, external scripts, platform updates, maintenance, cyber-attacks, force majeure events and Third-Party Provider issues.

16.4 Where backups form part of a service package, Bluezone Media will use reasonable efforts to maintain backup processes, but does not guarantee successful backup, restoration or recovery of lost, corrupted or deleted data unless expressly agreed in writing.

16.5 The Client remains responsible for maintaining independent copies of critical business information, access credentials, original content, photographs, data and other materials supplied to Bluezone Media.

16.6 Bluezone Media may take reasonable emergency measures to protect Digital Assets, Hosted Platforms, infrastructure, Client systems or other users from active threats, unlawful activity, excessive resource use or security incidents.

17.1 Bluezone Media may suspend all or any part of the Services where:

17.1.1 Fees remain unpaid;

17.1.2 the Client breaches this Agreement or a Proposal;

17.1.3 the Client fails to provide required information, approvals, content or access;

17.1.4 unlawful, harmful, infringing, defamatory, misleading or prohibited content is identified;

17.1.5 security concerns, excessive resource usage or platform risk arises;

17.1.6 a Third-Party Provider suspends or restricts access;

1.1.7 suspension is required to comply with law, court order, platform policy, registrar rule or lawful authority; or

17.1.8 continued provision of Services creates legal, operational, reputational or commercial risk for Bluezone Media.

17.2 Where suspension arises from non-payment, Bluezone Media may suspend hosting, maintenance, access, updates, publishing, support and related Digital Assets after at least 5 (five) Business Days' written notice, unless immediate suspension is justified by risk, law, platform rules or security concerns.

17.3 Bluezone Media shall not be liable for losses arising from a lawful suspension under this Agreement.

17.4 Reinstatement may be subject to payment of all outstanding amounts, reactivation fees, revised pricing, technical feasibility and Third-Party Provider availability.

18.1 Either party may terminate a specific recurring Service by giving not less than 30 (thirty) days written notice, unless a minimum term, renewal period or different cancellation process applies under the Proposal or Schedule.

18.2 Hosting, maintenance, digital business card, support, subscription and recurring Services may be subject to an initial minimum term or renewal period as set out in the Proposal.

18.3 The Client remains liable for all Fees, third-party charges, advertising spend, licence fees, domain fees, work performed and accrued obligations up to the effective date of termination. Prepaid recurring Fees are non-refundable once the relevant billing period has commenced, except where Bluezone Media terminates for convenience, expressly agrees otherwise in writing, or applicable law requires otherwise.

18.4 Bluezone Media may terminate all or any part of the Services immediately or on written notice where the Client fails to pay, materially breaches this Agreement, uses the Services unlawfully, creates legal or operational risk, repeatedly delays the project, or where a Third-Party Provider or platform prevents continued provision of the Services.

18.5 Termination shall not affect accrued rights, outstanding Fees, payment obligations, confidentiality, indemnities, intellectual property rights, limitation of liability, data retention and handover provisions or any term intended to survive termination.

19.1 Upon termination, cancellation or expiry of Services, Bluezone Media may retain Client data, backups and hosted content for 30 (thirty) days, or such other period as may be set out in the relevant Schedule or Proposal, after which Bluezone Media may delete such data to the fullest extent permitted by law and applicable platform processes.

19.2 Migration, export, handover, technical transfer, redirection, archiving or data retrieval services may attract additional charges and shall be subject to technical feasibility, full payment of outstanding amounts and Third-Party Provider limitations.

19.3 Upon full payment of all outstanding amounts, Bluezone Media will use reasonable efforts to provide the Client with exportable Client-owned content and deliverables where technically possible and within the scope of the relevant Services.

19.4 Handover obligations shall not include Bluezone Media’s proprietary systems, methodologies, workflows, templates, tools, platform configurations, reusable components, internal development assets, licensed third-party software, licensed third-party assets or Hosted Platform infrastructure.

19.5 The Client is responsible for verifying the completeness and usability of any migrated or exported data after handover.

19.6 Specific migration and handover rules for websites, hosting, digital business cards and other Digital Assets shall be set out in the applicable Schedules.

20.1 The Client warrants that it has full authority to enter into this Agreement, purchase the Services and supply the Client Content and Personal Information made available to Bluezone Media.

20.2 The Client warrants that its business activities, products, services, advertising claims, promotions, regulated activities and industry-specific obligations comply with applicable laws, regulations, industry codes and licensing requirements.

20.3 Bluezone Media provides the Services on a reasonable skill and care basis and does not guarantee commercial outcomes, revenue growth, profitability, lead generation, sales, website traffic, rankings, conversion rates, advertising performance, engagement, followers, market share or return on investment.

20.4 Bluezone Media shall not knowingly introduce malware, malicious code or unauthorised access mechanisms into deliverables created by Bluezone Media, but does not warrant that any website, platform, integration or Third-Party Provider environment will be free from security vulnerabilities or future cyber threats.

20.5 Bluezone Media warrants that, to the best of its knowledge and subject to Client Content, Client instructions, Third-Party Provider materials, Open-Source Software and licensed components, final bespoke deliverables created by Bluezone Media will not knowingly infringe South African Intellectual Property Rights of a third party.

20.6 To the fullest extent permitted by law, all implied warranties, representations and conditions not expressly stated in this Agreement are excluded.

20.7 Nothing in this Agreement excludes liability that may not lawfully be limited or excluded under the Consumer Protection Act, 2008, POPIA, the Electronic Communications and Transactions Act, 2002, or any other applicable law.

21.1 To the fullest extent permitted by law, Bluezone Media shall not be liable for indirect, consequential, incidental, special, punitive or exemplary damages, whether arising in contract, delict, statute or otherwise.

21.2 Without limiting clause 21.1, Bluezone Media shall not be liable for loss of profits, revenue, business opportunities, goodwill, customers, anticipated savings, data, rankings, traffic, followers, engagement, reputation or commercial outcomes.

21.3 Bluezone Media shall not be liable for losses arising from Third-Party Provider failures, hosting provider failures, registrar failures, social media platform actions, search engine changes, advertising network restrictions, software vendor changes, cyber-attacks, unlawful third-party access, Client Content, Client instructions or Client delays, except to the extent caused by Bluezone Media’s own proven breach of this Agreement.

21.4 Where liability cannot be excluded, Bluezone Media’s total aggregate liability arising from or in connection with a specific Service shall be limited to the Fees paid by the Client for that specific Service during the 12 (twelve) months preceding the event giving rise to the claim, or such other amount as may be required by applicable law.

21.5 No claim may be brought against Bluezone Media more than 12 (twelve) months after the Client became aware, or ought reasonably to have become aware, of the event giving rise to the claim, unless a longer period is required by applicable law.

21.6 The limitation of liability in this clause shall not apply to liability arising from fraud, wilful misconduct or any liability that may not lawfully be limited or excluded. Any enhanced or separate liability cap for privacy, cyber security, confidentiality or intellectual property claims must be expressly agreed in the applicable Proposal.

22.1 The Client indemnifies Bluezone Media, its directors, employees, contractors, consultants, agents and suppliers against all claims, losses, liabilities, damages, penalties, costs and expenses arising from or relating to:

22.1.1 Client Content;

22.1.2 Client instructions, approvals or omissions;

22.1.3 the Client’s business, products, services, claims, promotions, prices or disclosures;

22.1.4 the Client’s breach of this Agreement;

22.1.5 intellectual property infringement arising from Client-supplied materials;

22.1.6 AI-generated, AI-assisted or AI-related content supplied, approved or independently used by the Client;

22.1.7 unlawful, defamatory, misleading, harmful or prohibited content;

22.1.8 privacy or data protection breaches caused by the Client’s failure to obtain lawful authority or consent; and

22.1.9 the Client’s use of third-party platforms, advertising accounts, social media accounts, domains, credentials or Digital Assets.

22.2 The indemnity includes reasonable legal costs, attorney fees, expert costs, settlement costs and enforcement costs to the extent recoverable by agreement, court order or applicable law.

22.3 The indemnities in this Agreement survive termination.

22.4 If an infringement claim is made or reasonably anticipated, Bluezone Media may, at its option and expense, procure the right for the Client to continue using the affected deliverable, replace or modify it to avoid infringement, or terminate the affected element and refund any Fees paid specifically for that infringing element, which shall be the Client's sole remedy for that claim to the fullest extent permitted by law.

22.5 Bluezone Media shall indemnify the Client against third-party claims alleging that final bespoke deliverables created by Bluezone Media under a Proposal infringe South African Intellectual Property Rights, provided that this indemnity does not apply to Client Content, Client instructions, Client-approved materials, Third-Party Provider materials, Open-Source Software, licensed components, Hosted Platform infrastructure, modifications not made by Bluezone Media, or use outside the agreed scope.

23.1 Each party shall protect the other party’s Confidential Information using reasonable care and shall not disclose it except as permitted under this Agreement.

23.2 A party may use Confidential Information only for purposes connected with the Services, performance of this Agreement, enforcement of rights, legal compliance or internal business administration.

23.3 Confidential Information may be disclosed to employees, contractors, consultants, advisers, insurers, auditors, Third-Party Providers and professional representatives who reasonably need to know it for purposes connected with the Services, provided appropriate confidentiality obligations apply.

23.4 Confidentiality obligations do not apply to information that is publicly available, already lawfully known, independently developed without breach, lawfully obtained from a third party, authorised for disclosure in writing, or required to be disclosed by law, court order or regulatory authority.

23.5 Where a party is required by law, court order or regulatory authority to disclose Confidential Information, that party shall, where legally permissible, give the other party reasonable prior notice and cooperate reasonably to limit the scope of disclosure.

23.6 Confidentiality obligations survive termination of this Agreement for 5 (five) years, and in respect of trade secrets and information that remains confidential by nature, for so long as that information remains confidential.

24.1 This Agreement is governed by the laws of the Republic of South Africa.

24.2 The parties consent to the jurisdiction of the courts of the Republic of South Africa having jurisdiction in relation to any dispute arising from or in connection with this Agreement. Bluezone Media may, at its election, institute proceedings in any Magistrates’ Court having jurisdiction, notwithstanding that the claim may otherwise exceed that court’s ordinary monetary jurisdiction, to the extent permitted by law.

24.3 The parties shall first attempt to resolve any dispute through good-faith engagement between their authorised representatives. If the dispute is not resolved within 10 (ten) Business Days after written notice of the dispute, either party may refer the dispute to mediation or commence legal proceedings. Nothing prevents either party from seeking urgent relief, debt recovery, protection of intellectual property, preservation of data, enforcement of confidentiality or security rights, or any other relief where delay may cause prejudice.

24.4 Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, utility failures, internet outages, telecommunications failures, labour disputes, government action, civil unrest, cyber-attacks, pandemics, platform outages, supplier failures and other force majeure events.

24.5 Notices may be delivered by hand, courier, registered post or email to the addresses specified in the Proposal or otherwise notified in writing. A notice shall be deemed received on delivery if delivered by hand, on the date reflected in the courier delivery record if sent by courier, 7 (seven) Business Days after posting if sent by registered post, and on the date of email transmission if no delivery failure notice is received, provided that any email sent after 17h00 or on a non-Business Day shall be deemed received on the next Business Day. Legal process must be served in a manner permitted by applicable law and court rules.

24.6 The Client may not assign, transfer or delegate its rights or obligations under this Agreement without Bluezone Media’s prior written consent. Bluezone Media may assign or transfer this Agreement as part of a business sale, restructuring or transfer of its operations, provided the Client’s material rights are not unfairly prejudiced.

24.7 If any provision of this Agreement is invalid, unlawful or unenforceable, that provision shall be severed to the minimum extent necessary and the remaining provisions shall remain in force.

24.8 No failure or delay by a party in exercising any right shall constitute a waiver of that right. A waiver must be in writing and shall apply only to the specific instance for which it is given.

24.9 This Agreement, together with the applicable Proposal and Schedules, constitutes the entire agreement between the parties in relation to the relevant Services and supersedes prior discussions, representations and understandings, except to the extent expressly preserved in writing.

24.10 During the term of the relationship and for 12 (twelve) months thereafter, the Client shall not knowingly solicit for employment any employee, contractor or consultant of Bluezone Media who was materially involved in providing the Services during the preceding 12 (twelve) months, except where the person responds to a general public employment advertisement not targeted at Bluezone Media personnel.

24.11 Bluezone Media’s ordinary business hours are Monday to Friday, 08h00 to 17h00, excluding South African public holidays and any notified annual closure period. Messages, requests or approvals received outside ordinary business hours will be attended to on the next Business Day unless otherwise agreed in writing.

24.12 Work requested outside ordinary business hours, including weekends, public holidays and annual closure periods, is subject to availability and may attract additional charges. Monthly retainer Fees remain payable during public holidays and annual closure periods where time, resources or service capacity continue to be allocated to the Client’s account.

24.13 Nothing in this Agreement prevents Bluezone Media from providing services to other businesses, including businesses operating in the same or similar industries as the Client, unless exclusivity is expressly agreed in a Proposal.

These Schedules are intended to be read with and incorporated into the Bluezone Media Master Digital Services Agreement. A Schedule applies only to the extent relevant to the Services purchased by the Client or incorporated in the applicable Proposal or Service Order.The following schedules and policy documents are intended to be prepared separately and incorporated into this Agreement where applicable:

Capitalised terms used but not defined in these Schedules have the meanings given to them in the Master Digital Services Agreement.

If a Schedule applies to a Service, it supplements the Master Digital Services Agreement and does not replace it. Where a Schedule deals specifically with data protection, security, service levels, acceptance testing or exit assistance, it prevails for that specific subject matter to the extent contemplated in the order-of-precedence clause of the Master Digital Services Agreement, unless expressly varied in writing.

A Schedule applies only to the extent relevant to the Services purchased by the Client or expressly incorporated in the applicable Proposal.

The absence of a Schedule shall not affect the validity of this Agreement. Where no specific Schedule applies, the main terms of this Agreement shall apply to the Services to the fullest extent appropriate.

Each Schedule must be read commercially and contextually by reference to the specific Services purchased by the Client.