Terms and Conditions

1. Introduction and Acceptance

1.1 About These Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between Eques Digital Agency ("Eques Digital," "we," "us," "our"), a digital agency duly registered in the Republic of South Africa, and you, the user, visitor, or client ("you," "your," or "the Client"). These Terms govern all access to our website, use of our digital platforms, and engagement of our professional services.

1.2 Acceptance of Terms

By accessing our website, using our services, or accepting a proposal, quotation, or Scope of Work from Eques Digital, you acknowledge and agree that:

• You have read, understood, and accept these Terms in their entirety.
• You are lawfully capable of entering into a binding agreement.
• You will comply with all applicable laws and regulations.
• These Terms constitute a legally enforceable contract.

If you do not agree with any provision of these Terms, you must immediately cease using our website and not engage our services.

1.3 Business Information and Legal Status

Eques Digital Agency is a registered business entity operating in the Republic of South Africa. Our full business details, including registration numbers and physical address, are available on our website. All contracts are governed by South African law.

1.4 Amendments and Modifications

We reserve the right to amend, modify, or update these Terms at any time without prior notice. Changes take effect immediately upon publication on our website. It is your responsibility to review these Terms periodically. Continued use of our services after changes are published constitutes acceptance of the revised Terms. Material changes may be communicated via email to registered clients.

1.5 Entire Agreement

These Terms, together with any Proposals, Annexures, Schedules, and Invoices accepted by the Client, constitute the entire agreement between the parties. They supersede all prior agreements, representations, understandings, and negotiations, whether written or oral.

1.6 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be severed, and the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

1.7 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving party. A waiver of any right on one occasion shall not be construed as a waiver of that right on any future occasion.

2. Definitions and Interpretation

2.1 Core Definitions

In these Terms, unless the context requires otherwise, the following words and expressions bear the meanings assigned to them:

• "Agreement" means the entire contract between Eques Digital and the Client, comprising these Terms, any Annexures, Proposals, Invoices, and Schedules.
• "Annexures" means supplementary documents attached to these Terms containing additional enforceable provisions, including but not limited to Service Level Agreements, Data Processing Agreements, and Technical Specifications.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
• "Client" means the natural or juristic person engaging Eques Digital’s services, including their employees, agents, and representatives.
• "Client Materials" means all content, information, images, text, logos, trademarks, data, and other materials provided by the Client to Eques Digital for use in delivering the Services.
• "Confidential Information" has the meaning set out in Clause 8.1.
• "Deliverables" means all digital assets, websites, software, campaigns, content, reports, and other outputs created by Eques Digital for the Client under this Agreement.
• "Digital Assets" means websites, e-commerce platforms, social media accounts, mobile applications, digital marketing campaigns, content, and other digital properties developed or managed by Eques Digital.
• "Force Majeure Event" has the meaning set out in Clause 12.4.
• "Information Regulator" means the South African Information Regulator established under POPIA.
• "Intellectual Property Rights" means all copyrights, trademarks, patents, trade secrets, designs, database rights, and all other intellectual property rights, whether registered or unregistered.
• "Invoice" means a document issued by Eques Digital to the Client specifying fees due for Services rendered.
• "Loss" means any loss, damage, cost, expense, liability, or claim, whether direct, indirect, or consequential.
• "Materials" includes all content, text, images, videos, audio files, digital files, social media posts, URLs, marketing content, and other creative assets.
• "Personal Data" has the meaning given in the Protection of Personal Information Act 4 of 2013 (POPIA).
• "POPIA" means the Protection of Personal Information Act 4 of 2013, as amended, and all regulations promulgated thereunder.
• "Proposal" means a written offer provided by Eques Digital to the Client detailing the proposed Services, scope, timeline, and fees.
• "Services" means all digital agency services provided by Eques Digital, including but not limited to web development, digital marketing, search engine optimisation (SEO), social media management, branding, content creation, video production, consulting, and any other services specified in a Proposal.
• "Third-Party Services" means services, platforms, or products provided by external suppliers or third parties that Eques Digital uses to deliver Services to the Client.

2.2 Interpretation Rules

In these Terms, unless the context indicates otherwise:

• The singular includes the plural and vice versa; references to any gender include all genders.
• References to natural persons include legal persons (such as companies, close corporations, trusts, and partnerships) and vice versa.
• References to any statute, regulation, or statutory provision include any amendment, consolidation, re-enactment, or replacement thereof.
• Clause headings are for convenience only and do not affect interpretation.
• Where any phrase is followed by words such as "including," "for example," or "such as," those words are not exhaustive but are illustrative.
• All monetary amounts are in South African Rand (ZAR) unless otherwise stated.
• References to "writing" or "written" include email and other electronic communication.

3. Scope of Services

3.1 Service Description and Nature

Eques Digital provides professional digital agency services including, but not limited to:

• Website design, development, and maintenance
• E-commerce solutions and online store development
• Search engine optimisation (SEO) and search engine marketing (SEM)
• Social media management and marketing
• Content creation, copywriting, and editorial services
• Branding, graphic design, and visual identity development
• Video production, animation, and multimedia content
• Digital marketing strategy and consulting
• Email marketing and marketing automation
• Paid advertising campaign management (PPC, display, social)
• Analytics, reporting, and performance measurement

The specific Services to be provided to each Client are detailed in the Proposal, Scope of Work, or Annexures accepted by the Client.

3.2 Proposals, Quotations, and Estimates

Validity Period: Any Proposal, quotation, estimate, or Scope of Work issued by Eques Digital is valid for the period stated therein. If no period is stated, the Proposal is valid for 30 calendar days from the date of issue.

Acceptance: Upon written acceptance by the Client, the Proposal is incorporated into and forms part of this Agreement. No Services shall commence until a Proposal has been accepted and any required deposit or initial payment has been received.

Estimates: Any estimates provided by Eques Digital are good-faith approximations only and do not constitute a fixed price unless explicitly stated in writing. Final fees may vary based on actual work required.

3.3 Changes to Scope (Variations)

Change Requests: Any changes, additions, or modifications to the agreed scope of services require a written variation order agreed to by both parties.

Variation Documentation: Variation requests must be submitted in writing and include:

• A description of the requested change
• The reason for the change
• Any impact on timeline or budget

Fees for Variations: Additional fees may apply for variations. Eques Digital will provide a quote for the variation before proceeding. Work on variations commences only upon Client approval.

Exceeding Scope: If the Client requests work beyond the agreed scope, or if Eques Digital identifies that additional work is required to achieve the Client’s objectives, such work will be treated as a variation and billed accordingly.

3.4 Service Delivery

Reasonable Efforts: Eques Digital shall use reasonable skill and care in delivering Services. However, given the nature of digital services, we do not guarantee specific results (such as website traffic, conversion rates, or search engine rankings).

Timelines: Estimated timelines provided in Proposals are good-faith estimates. Actual timelines may vary based on Client responsiveness, complexity of work, and unforeseen technical challenges.

Dependencies: Service delivery may depend on third-party platforms, hosting providers, or other external factors beyond our control. Delays caused by such factors do not constitute a breach of this Agreement.

4. Payment Terms

4.1 Fees and Invoicing

Fee Basis: All fees are as stated in the Invoice, Proposal, or Scope of Work. Fees may be structured as:

• Fixed project fees
• Hourly or daily rates
• Monthly retainers
• Performance-based fees
• A combination of the above

Invoicing Schedule: Invoices are issued as specified in the Proposal. Unless otherwise agreed, the following applies:

• For project-based work: 50% deposit before commencement, 25% at project milestones, 25% on completion
• For retainer agreements: Monthly in advance
• For ad-hoc services: Upon completion or monthly, at Eques Digital’s discretion

Payment Terms: Invoices are payable within 7 calendar days of the invoice date unless otherwise specified. Payment is due upon receipt for deposit invoices.

Currency and VAT: All amounts are in South African Rand (ZAR) unless otherwise agreed. Value-Added Tax (VAT) is charged at the applicable rate in accordance with South African tax law. The Client’s VAT registration number, if applicable, must be provided for reverse-charge or zero-rated invoicing.

4.2 Payment Methods

We accept the following payment methods:

• Electronic Funds Transfer (EFT)
• Credit/debit card (via secure payment gateway)
• Other methods as may be specified on our website or Invoice

4.3 Non-Payment and Consequences

If payment is not received within the specified payment period:

• Suspension: Eques Digital may immediately suspend all Services, including website hosting, marketing campaigns, development work, and support services.
• Interest: Interest will accrue on overdue amounts at the maximum rate permitted by the South African National Credit Act or other applicable law, currently 2% per month or the prescribed legal rate, whichever is higher.
• Reactivation Fee: Reactivation of suspended Services is subject to a reactivation fee of R1,000.00 (or such other amount as specified) plus any outstanding amounts.
• Collection Costs: The Client shall be liable for all reasonable costs incurred by Eques Digital in recovering overdue amounts, including legal fees, collection agency fees, and disbursements on an attorney-and-own-client scale.
• Termination for Non-Payment: Eques Digital may terminate this Agreement immediately if payment is not made within 30 days of the due date, without prejudice to any other rights or remedies.
• Right to Withhold Deliverables: Eques Digital may withhold delivery of any Deliverables, source code, access credentials, or other project outputs until all outstanding fees are paid in full.

4.4 Retainer Agreements

Monthly Retainers: Where monthly retainer fees apply, they are payable in advance on the first Business Day of each month.

Non-Refundable: Retainer fees are non-refundable. If the retainer is terminated mid-month, no refund is provided for the remainder of the month, as the retainer represents a commitment of resources for that period.

Hourly Usage: If the retainer includes a specified number of hours, unused hours do not roll over to subsequent months unless expressly agreed in writing.

Excess Work: Work exceeding the retainer hours is billed at the agreed hourly rate and invoiced separately.

4.5 Deposits and Advance Payments

All deposits and advance payments are non-refundable as they represent compensation for resource allocation, planning, and commitment of capacity upon engagement.

5. No Refund Policy

5.1 Nature of Services

Eques Digital provides professional services that involve the allocation of time, personnel, expertise, technology, tools, and resources upon commencement of any engagement. Given the intangible and custom nature of digital services, all payments are non-refundable.

5.2 Non-Refundable Costs

Payments are compensation for services rendered and resources allocated, which are consumed upon delivery and cannot be recovered. These include:

• Personnel time, expertise, and labour
• Technology, software, and tool subscriptions
• Third-party platform fees and subscriptions
• Advertising spend and media placement costs
• Domain registration and hosting fees
• Non-recoverable expenses incurred on behalf of the Client
• Creative, strategic, and intellectual effort

5.3 No Refund on Termination

No refunds are provided upon termination, whether initiated by the Client or Eques Digital. Work completed up to the termination date remains billable in full. The Client remains liable for all fees incurred prior to termination.

5.4 Application of Retainer Fees

Monthly retainer fees are earned upon allocation of resources and capacity. Once a month has commenced, the full retainer is earned and non-refundable, regardless of actual usage.

5.5 Exceptions

Refunds may be provided in the sole discretion of Eques Digital in exceptional circumstances, such as documented overbilling. Any refund request must be made in writing within 30 days of the Invoice date.

6. Client Obligations

6.1 Provision of Materials and Information

The Client must provide all necessary Materials, information, access, approvals, and decisions required for service delivery within the agreed timelines. This includes:

• Content: Text, images, videos, logos, brand assets, and any other content required for the project.
• Account Access: Login credentials and access to third-party platforms (e.g., social media accounts, Google Analytics, hosting, CMS, advertising platforms).
• Decisions: Timely feedback, approvals, and decisions on project deliverables.
• Technical Information: Access to servers, databases, source code, and other technical assets as required.

6.2 Timely Responses and Approvals

Response Timeframes: The Client undertakes to respond to Eques Digital’s communications and requests within 24 to 48 hours, or as specified in the Project Plan.

Review and Approval: The Client must review Deliverables and provide feedback or approval within the timeframes specified in the Proposal (typically 5 Business Days). Failure to respond within these timeframes may result in:

• The deliverable being deemed approved.
• Project delays.
• Additional fees if the project extends beyond the estimated timeline.

Project Delays: The Client acknowledges that delays caused by late responses, failure to provide Materials, or approval delays may result in:

• Extended project timelines
• Increased costs (if project extends beyond the original budget)
• Suspension of Services pending Client cooperation

6.3 Accuracy and Lawfulness of Information

Client Responsibility: The Client is solely responsible for the accuracy, completeness, currency, and lawfulness of all information and Materials provided to Eques Digital.

No Liability: Eques Digital is not liable for any Loss arising from the use of inaccurate, incomplete, or unlawful Client Materials.

Verification: It is the Client’s responsibility to verify all information, data, and content before publishing or using any Deliverables.

6.4 Grant of License

The Client grants Eques Digital a non-exclusive, worldwide, royalty-free, fully paid-up license during the term of this Agreement to:

• Use, reproduce, distribute, display, and create derivative works from Client Materials for the purpose of delivering the Services.
• Sub-license to sub-contractors and third-party service providers as necessary.
• Store and archive Client Materials on Eques Digital’s systems.

This license terminates upon full payment and delivery of the final Deliverables.

6.5 Indemnity for Client Materials

The Client indemnifies and holds harmless Eques Digital, its directors, employees, agents, and sub-contractors against any and all Losses, claims, damages, costs, or expenses arising from or related to:

• The use of Client Materials in delivering the Services.
• Claims of Intellectual Property Rights infringement or misappropriation.
• Claims of defamation, invasion of privacy, or violation of any person’s rights.
• Any unlawful, unethical, or inappropriate content provided by the Client.

6.6 Account and Password Security

Client Responsibility: The Client is solely responsible for the security of login credentials, passwords, access codes, and authentication tokens provided by or on behalf of Eques Digital.

No Liability: Eques Digital is not liable for any unauthorized access, use, fraudulent activity, or security breaches arising from the Client’s failure to protect credentials.

Notification: The Client must immediately notify Eques Digital of any suspected or actual security breach or unauthorized access.

6.7 Insurance

The Client is advised to maintain appropriate insurance coverage for their business operations, including professional indemnity, cyber liability, and general liability insurance, to the extent they deem appropriate for their risk profile.

7. Intellectual Property

7.1 Ownership of Client Materials

All Intellectual Property Rights in Client Materials remain the exclusive property of the Client (or their licensors). Eques Digital obtains no ownership rights in Client Materials.

7.2 Ownership of Deliverables

Transfer of Ownership: Subject to full payment of all fees for the specific project, the Client receives ownership of the final Deliverables created exclusively for that project. Ownership is transferred upon final payment.

Condition Precedent: Ownership of Deliverables does not pass to the Client until all fees for the project have been paid in full. Until then, Eques Digital retains full ownership.

Reservation of Rights: Eques Digital retains ownership of all:

• Pre-existing Materials: Code libraries, tools, software, templates, methodologies, frameworks, and other materials created prior to or outside the project.
• Techniques: Development methods, processes, algorithms, and technical approaches used in delivering the Services.
• Optimization: SEO, marketing, and design strategies and methodologies.

No Transfer: No transfer of Intellectual Property Rights occurs for any pre-existing materials or proprietary tools of Eques Digital.

7.3 License to Eques Digital Pre-existing Materials

The Client receives a non-exclusive, perpetual, worldwide, royalty-free license to use any Eques Digital pre-existing materials incorporated into the Deliverables, solely for the intended purpose of the Deliverables. This license is not sub-licensable without Eques Digital’s consent.

7.4 Portfolio and Marketing Rights

Portfolio Display: Eques Digital retains the right to showcase completed projects in our portfolio, case studies, marketing materials, and social media.

Confidentiality: Portfolio rights are subject to the Client’s confidentiality requirements. If the Client requests that specific projects not be displayed, this must be agreed in writing.

Credit: Eques Digital may include a credit line ("Designed/Developed by Eques Digital Agency") on the website or other Deliverables, unless the Client specifically requests otherwise.

7.5 Eques Digital Intellectual Property

All Intellectual Property Rights in Eques Digital’s website, branding, proprietary software, tools, methodologies, and materials are and remain the exclusive property of Eques Digital. Unauthorized use, reproduction, distribution, or modification is strictly prohibited.

7.6 Third-Party Intellectual Property

Licensed Materials: Some Deliverables may incorporate third-party Intellectual Property Rights (e.g., fonts, plugins, stock images, themes, APIs). These are licensed for use but are not owned by the Client unless expressly agreed.

Compliance: The Client agrees to comply with all terms and conditions of third-party licenses.

No Liability: Eques Digital does not warrant that any third-party Intellectual Property Rights are free from infringement claims. The Client assumes all risks associated with third-party materials.

7.7 Moral Rights

To the extent permitted by law, the Client waives any moral rights in relation to the Deliverables to the extent necessary for Eques Digital to exercise its rights under this Agreement.

8. Confidentiality

8.1 Definition of Confidential Information

"Confidential Information" means any and all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is:

• Marked as confidential, or
• By its nature, would reasonably be understood to be confidential.
• Includes business strategies, financial data, client lists, technical information, source code, algorithms, marketing plans, pricing information, personnel data, and trade secrets.

8.2 Obligations of Confidentiality

The Receiving Party undertakes to:

• Hold Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party’s prior written consent.
• Use Confidential Information exclusively for the purposes of performing obligations under this Agreement.
• Limit access to Confidential Information to employees and contractors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than these.
• Protect Confidential Information with the same degree of care as for its own confidential information, but in no event less than reasonable care.
• Return or destroy Confidential Information upon termination of this Agreement or upon the Disclosing Party’s request.

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party.
• Was in the Receiving Party’s possession prior to disclosure without any restriction on disclosure.
• Is received from a third party without restriction and without breach of any obligation of confidentiality.
• Is independently developed by the Receiving Party without use of or reference to Confidential Information.
• Is required to be disclosed by law, regulation, or court order (provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking a protective order).

8.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of 5 years, except for trade secrets, which shall be protected indefinitely.

8.5 Breach and Remedies

The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party is entitled to seek injunctive relief and other equitable remedies without the need to post bond or prove irreparable harm.

9. Third-Party Services

9.1 Use of Third Parties

Eques Digital may engage third-party service providers, freelancers, contractors, or platforms to deliver Services. The Client agrees to this engagement.

9.2 No Liability for Third Parties

Eques Digital is not liable for:

• Interruptions, failures, or non-performance caused by third-party services.
• Actions taken by third-party platforms (e.g., account suspension, policy changes).
• Acts or omissions of third-party providers.
• The quality, accuracy, or legality of third-party services.

9.3 Client Responsibility for Third-Party Accounts

Ownership: The Client is responsible for maintaining and managing their own accounts on third-party platforms (e.g., Google Ads, Meta/Facebook Ads, Google Analytics, hosting providers, CMS).

Acting on Client Behalf: Eques Digital acts on the Client’s behalf in good faith when accessing or managing third-party accounts. We are not liable for platform actions, restrictions, or account changes.

Terms of Service: The Client is responsible for complying with the terms of service of all third-party platforms. Eques Digital does not warrant that the Client’s use of any third-party platform complies with that platform’s terms.

9.4 Third-Party Service Agreement

Where Eques Digital procures Third-Party Services on the Client’s behalf, the Client acknowledges that Eques Digital acts as the Client’s agent. The Client is bound by the terms and conditions of the third-party provider.

Billing: The Client shall pay all fees and charges for Third-Party Services (including subscriptions, advertising spend, licenses) either directly to the third party or through Eques Digital as specified in the Invoice.

9.5 Operator Agreements

Where Eques Digital engages third-party operators who process Personal Data on behalf of the Client (as defined under POPIA), Eques Digital will:

• Contractually require operators to comply with POPIA
• Ensure operators implement appropriate security measures
• Require operators to notify Eques Digital immediately of any data breaches

10. Limitation of Liability

10.1 Services "As Is"

To the maximum extent permitted by law, Eques Digital provides Services and Deliverables "as is" and "as available" without any warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.

10.2 No Guarantee of Results

Eques Digital makes no guarantees regarding:

• Specific website traffic, rankings, conversion rates, or ROI
• Performance of digital marketing campaigns
• Search engine rankings or algorithm changes
• Uptime, availability, or performance of third-party platforms
• The effectiveness of any strategy or creative approach

10.3 Exclusion of Liability

To the maximum extent permitted by law, Eques Digital shall not be liable for:

• Indirect, incidental, or consequential losses: Any indirect, incidental, special, punitive, or consequential damages.
• Economic losses: Loss of profits, revenue, business opportunities, data, goodwill, or anticipated savings.
• Business interruption: Any interruption, delay, or failure of business operations.
• Third-party actions: Any Loss caused by third-party services, platforms, or actors.
• Cyber risks: Any Loss from hacking, cyberattacks, data breaches, or unauthorized access (except to the extent caused by Eques Digital’s gross negligence).

10.4 Cap on Liability

To the maximum extent permitted by law, Eques Digital’s total aggregate liability arising from or in connection with this Agreement, whether in contract, delict (including negligence), or otherwise, shall not exceed the total fees paid by the Client for the specific Services giving rise to the claim during the 6-month period immediately preceding the claim.

10.5 Force Majeure

Definition: "Force Majeure Event" means any event or circumstance beyond the reasonable control of a party, including:

• Acts of God, natural disasters, extreme weather
• War, terrorism, riots, civil unrest
• Strikes, labour disputes, industrial action
• Government action, legislation, regulation
• Pandemics, epidemics, public health emergencies
• Power outages, telecommunications failures
• Internet infrastructure failures, cyberattacks
• Supplier or platform failures

Effect: Neither party is liable for any failure or delay in performance due to a Force Majeure Event, provided that the affected party:

• Gives prompt written notice to the other party.
• Uses reasonable efforts to mitigate the effects.
• Resumes performance as soon as reasonably possible.

Duration: If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by written notice.

11. Termination

11.1 Termination by Either Party

Notice Period: Either party may terminate this Agreement with written notice as specified in the Proposal or Annexures. If no period is specified, the notice period is 30 calendar days.

Effect of Termination: Upon termination, the Client remains liable for all fees incurred up to the termination date.

11.2 Termination for Breach

Either party may terminate this Agreement immediately by written notice if the other party:

• Material Breach: Commits a material breach of any provision of this Agreement and fails to remedy the breach within 14 days of receiving written notice specifying the breach.
• Insolvency: Becomes insolvent, is placed under business rescue or judicial management, is liquidated, enters into liquidation, composition, or arrangement with creditors, or ceases to carry on business.
• Fraud/Illegal Activity: Engages in fraud, dishonesty, corrupt practices, or illegal activity in connection with this Agreement.
• Repeated Breaches: Persistently breaches this Agreement, even if individual breaches are remedied.

11.3 Effects of Termination

Upon termination of this Agreement for any reason:

• Outstanding Fees: All outstanding fees become immediately due and payable.
• No Refunds: No refunds are provided for any advance payments, deposits, or retainer fees.
• Payment for Work Done: Eques Digital may invoice for work completed but not yet invoiced, and the Client shall pay such invoices.
• Intellectual Property: The Client receives only such Intellectual Property Rights as have been expressly granted or transferred pursuant to this Agreement.
• Return of Materials: Each party shall return or destroy all Confidential Information of the other party (except that Eques Digital may retain one copy for archival and compliance purposes).
• Survival: Provisions that by their nature should survive termination, including Confidentiality, Limitation of Liability, Intellectual Property, Indemnity, and Dispute Resolution, shall survive termination.

12. Dispute Resolution

12.1 Good Faith Negotiation

The parties shall attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith negotiations. The party raising the dispute shall give written notice to the other party, and the parties shall have 14 days to resolve the dispute informally.

12.2 Mediation

If negotiation fails, the parties shall refer the dispute to mediation administered by a mutually agreed mediator. Mediation shall be conducted in South Africa and the costs shared equally. The mediator shall not have the power to impose a binding resolution but may make non-binding recommendations.

12.3 Arbitration

If mediation fails, the dispute may be referred to arbitration. Arbitration shall be conducted in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA) by a single arbitrator appointed by agreement, or in default, by the Chairperson of AFSA. Arbitration shall be held in the city where Eques Digital has its principal place of business.

12.4 Governing Law and Jurisdiction

Governing Law: This Agreement is governed by, and construed in accordance with, the laws of the Republic of South Africa, without regard to conflict of law principles.

Jurisdiction: Any dispute not resolved by negotiation, mediation, or arbitration shall be subject to the exclusive jurisdiction of the courts of South Africa, with the High Court of South Africa having jurisdiction.

Consent to Jurisdiction: The parties irrevocably consent to the jurisdiction of South African courts and waive any objection to venue or forum non conveniens.

13. General Provisions

13.1 Notices

Delivery: All notices required under this Agreement shall be in writing and delivered:

• By personal delivery
• By registered or certified mail
• By email to the designated contact email address

Deemed Receipt: Notices are deemed received:

• On delivery, if delivered personally
• 5 Business Days after posting, if sent by registered mail
• On the Business Day of sending, if sent by email and no delivery failure notification is received

Change of Contact: Each party shall notify the other of any change in contact details.

13.2 Assignment and Subcontracting

Client Assignment: The Client may not assign, transfer, or novate any rights or obligations under this Agreement without Eques Digital’s prior written consent.

Eques Digital Assignment: Eques Digital may assign, transfer, or sub-contract this Agreement or any part thereof to any third party.

13.3 Relationship

Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship between the parties. Eques Digital personnel are not employees of the Client and are not entitled to any employment benefits from the Client.

13.4 Independent Contractor

Eques Digital is an independent contractor and not an employee of the Client. Eques Digital is solely responsible for its own taxes, benefits, and statutory contributions.

13.5 Cumulative Rights

All rights and remedies of either party under this Agreement are cumulative and not exclusive, and are in addition to any other rights or remedies available at law or in equity.

13.6 Counterparts

This Agreement may be executed in any number of counterparts, each of which is an original, and all of which together constitute the same instrument.

13.7 Electronic Signatures

Electronic signatures, including scanned or digital signatures, are deemed to have the same legal effect as original signatures.