These terms and conditions govern your use of our website and the services we provide. Please read them carefully before using our website or engaging our services.
By using our website or engaging our services, you agree to these terms and conditions. They apply to all clients who engage Optimus01 Online for any service or software package, including MomentumX and MomentumX Lite.
1. Services Offered
We provide digital marketing and automation services. These may include Search Engine Optimisation (SEO), Pay-Per-Click (PPC) advertising, email marketing, social media marketing, website design and development, CRM automation and software implementation. We may also provide customised solutions for specific business needs. We may add, change or remove services from our website at any time.
2. Client Obligations
You agree to give us accurate and complete information about your business, website and marketing goals. You also agree to work with us in a timely way and provide any information, materials or approvals we reasonably need to deliver the services. You must comply with all laws and regulations that apply to your business and our services.
By engaging our services, you give us authority to make technical SEO decisions on your behalf. This may include publishing content, placing links and making website changes intended to improve search engine performance.
3. Payments and Fees
We offer competitive pricing for our services, with fees clearly stated in your proposal, quotation, invoice or Master Service Agreement. Unless otherwise agreed in writing, all services are billed monthly in advance.
3.1 Payment Due Date
Invoices are issued on the 25th of each month. Payment is due upon presentation of each invoice.
3.2 Fees and Billing
Our fees are set out in your proposal, quotation, invoice or Master Service Agreement. Unless we agree otherwise in writing, services are billed monthly in advance. We accept payment by monthly subscription or bank transfer. All prices exclude applicable taxes unless we expressly state otherwise.
3.3 Suspension for Non-Payment
If we have not received cleared payment by the due date, we may suspend services and client access until the account is brought up to date. This may include campaign management, paid advertising activity, websites, landing pages, funnels, automations, reporting, platform access and any other work or services we provide.
We are not required to continue providing services, funding advertising spend, paying third-party costs or maintaining platform access while an invoice remains unpaid.
3.4 Late-Payment Interest
If an invoice remains unpaid for 30 calendar days after its due date, late-payment interest will begin to accrue at 2.5% per calendar month on the outstanding invoice balance.
Late-payment interest is calculated on the original unpaid invoice amount only and does not compound. The total late-payment interest on an invoice will not exceed 50% of the original unpaid invoice amount.
3.5 Recovery Costs and Payment Allocation
We will apply payments first to the original outstanding invoice balance, then to accrued late-payment interest and finally to reasonable debt-recovery or legal costs, where recoverable by law.
If we reasonably incur external costs to recover an overdue amount, including debt-collection or legal costs, you are responsible for those costs to the extent permitted by applicable law.
3.6 Reinstatement of Services
We will reinstate suspended services, work and access only after we receive cleared payment of all outstanding invoice amounts, accrued late-payment interest and any recoverable collection costs.
4. Intellectual Property
All intellectual property rights in our services, including copyrights, trademarks, trade secrets, software, creative assets and marketing frameworks, belong to Optimus01 Online. We give you a limited, non-exclusive and non-transferable licence to use our services for your own business purposes. You may not reproduce, change or distribute our services without our written consent.
Once you have paid all fees in full, ownership of deliverables we create specifically for you and identify in your Statement of Work, such as website files or ad copy, will transfer to you. This does not include our underlying frameworks, templates, methodologies, Deal Engine software, MomentumX system architecture or licensed third-party tools.
5. SEO Strategy and Partners Page
As part of our SEO strategy, we may add an SEO Partners Page to your website to support your organic visibility and domain authority.
This page may include information about Optimus01 Online as your marketing partner and links to other websites.
Its purpose is to:
- strengthen your website’s topical authority and link equity;
- improve search-engine credibility through contextual outbound links; and
- support mutual SEO benefits across trusted domains.
We will only implement an SEO Partners Page where it is beneficial and consistent with search-engine guidelines. We make reasonable efforts to feature reputable partners that meet professional standards. We will not knowingly feature businesses involved in illegal activities or explicit adult content.
5.1 Your Rights
You may ask us in writing to remove the SEO Partners Page from your website at any time. We will remove it within 30 business days. Removing the page does not affect your other contracted services, but it may reduce SEO benefits.
If you believe content on the page causes demonstrable harm to your business reputation, you may ask us to review it. We will respond within 15 business days.
5.2 Client Showcase
We may feature your business in our client showcase. This may include your business name, logo, results generated and a description of our work.
6. Deal Engine and Platform Access
Deal Engine, and any related CRM, automation or reporting platform provided through MomentumX, MomentumX Lite or a Deal Engine standalone package, form part of our service ecosystem.
6.1 Continued Access After Services End
If you stop using our marketing services but want to keep access to Deal Engine, you may do so at the monthly software fee that applies at that time. Current standalone pricing is available on request and may change with 30 days’ written notice.
This includes continued access to:
- the live review widget that consolidates your reviews;
- social-media planning and listening tools; and
- automated review collection and protection systems.
If you decide not to continue your Deal Engine subscription, you must remove all Optimus01 Online proprietary code, widgets, scripts and embedded features from your website or systems within 7 business days of termination.
These items remain the intellectual property of Optimus01 Online. You may not use, copy, reproduce or host them elsewhere after the partnership ends.
6.2 Licence and Ownership
Deal Engine access is licensed for business use only. All intellectual property, software and system architecture remain the exclusive property of Optimus01 Online.
6.3 Suspension or Termination
We may suspend or terminate platform access if payment is more than 10 business days overdue, or if the platform is used in a way that breaches data-protection laws, privacy regulations or ethical standards.
6.4 Platform Dependencies
Some MomentumX and MomentumX Lite features rely on Deal Engine for campaign tracking, automation and reporting. If you end your service agreement, we may remove or restrict access to those integrated tools. To keep using them, you must maintain an active standalone Deal Engine subscription.
7. Confidentiality
We will keep your confidential business information confidential. This includes client lists, marketing strategies and financial information. We will not disclose it to a third party unless the law requires us to do so or you authorise us in writing.
Information used for SEO purposes under Section 5, such as your business name, description and website link, is not confidential unless you clearly mark it as confidential in writing before we use it.
8. Data Protection and Privacy
We process personal data in line with applicable data-protection laws, including South Africa’s Protection of Personal Information Act (POPIA) and, where applicable, the EU General Data Protection Regulation (GDPR), the UK GDPR and the UK Data Protection Act 2018.
When we process personal data for you, such as customer contact information used in marketing campaigns, we act as your data processor. We will process that data only on your instructions, use appropriate security measures and notify you of a personal-data breach without undue delay.
You confirm that you have obtained all necessary consents and have the legal authority to share personal data with us for the purposes set out in your service agreement.
More details about our data-processing practices are available in our Privacy Policy at optimus01.co.za/privacy.
9. Termination
Either party may end the services at any time, for any reason, by giving the other party 30 days’ written notice. On termination, you remain responsible for all outstanding fees and costs incurred up to and including the termination date. We may end services immediately if you breach these terms or engage in illegal or unethical conduct related to the services.
Unless we agree otherwise in writing, we will remove client information featured under Section 5 within 30 business days of termination.
10. Disclaimer of Warranties
We do not make any promise or warranty, express or implied, about the performance or results of our services. We do not guarantee that our services will meet your specific requirements, improve website traffic or generate revenue. Results depend on factors outside our control, including market conditions, competitor activity and search-engine algorithm changes.
We will perform our services with reasonable skill and care, in line with the standards reasonably expected of a digital marketing agency.
11. Limitation of Liability
To the fullest extent permitted by applicable law, Optimus01 Online will not be liable for any indirect, incidental, special or consequential loss or damage arising from or connected with our services. This includes loss of profits, loss of data or business interruption.
Our total liability to you for any claim connected with our services is limited to the fees you paid us in the 12 months immediately before the event giving rise to the claim.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
12. Client Indemnification
To the extent permitted by law, you agree to indemnify and hold Optimus01 Online harmless against claims, damages and expenses arising from your use of deliverables in breach of applicable laws or third-party rights; false or misleading information you provide; your breach of these terms; intellectual property infringement in materials you supply; or changes you make to deliverables after delivery that create legal liability.
13. Dispute Resolution
Before starting legal proceedings, both parties will first try to resolve any dispute through good-faith negotiation. If that does not resolve the dispute, both parties will try mediation. Each party will pay its own costs for negotiation and mediation.
14. Governing Law and Jurisdiction
These terms are governed by and interpreted under the laws of South Africa, without regard to conflict-of-law principles. Any dispute arising from or connected with these terms will be resolved in the courts of South Africa.
15. Changes to These Terms and Conditions
We may update these terms and conditions from time to time. Any minor change takes effect when we post it on our website.
For a material change that affects existing clients, we will give at least 14 days’ notice by email before it takes effect. Your continued use of our website or services after the change takes effect means that you accept the revised terms. If you object to a material change, you may end your services without penalty by giving us written notice within 30 days.
If you have questions or concerns about these terms and conditions, please contact us.
