This document sets out the terms and conditions upon which Media Rocket Studio (Pty) Ltd (registration number 2015/043823/07) with its registered address at 1st Floor, Building 5, Bryanston Gate, Homestead Ave, Bryanston, Sandton, 2191. (“Media Rocket”) has agreed to provide its services to you, as the “Client.” Your receipt of this document and/or acceptance of any Media Rocket proposal and/or service indicates your explicit and/or tacit acceptance of the terms of engagement listed below, and any annexures attached hereto (“Terms”).

1. RELATIONSHIP OF THE PARTIES

1.1. Media Rocket is a service provider and has no employment relationship with the Client. Nothing contained in these Terms shall be deemed to constitute a partnership, joint venture, employer/employee agreement or the like between them. Media Rocket shall not, by reason of the actions of any of the other parties, incur any personal liability as co-partner to any third party.

1.2. Unless otherwise agreed between the parties, Media Rocket is not required to provide its services exclusively for the Client, as long as the services rendered to third parties do not detract and interfere with the quality and/or efficiency of the services it provides to the Client.

1.3. Media Rocket reserves the right to amend these Terms. Media Rocket will notify the Client of any amendment detailing the changes. The Client may provide written objections within 14 calendar days of receipt. If no objections are raised within this period, the amendments will be deemed accepted.

2. THE SERVICES

2.1. Media Rocket will provide its services to the Client based on the requirements communicated by the Client in written correspondence (“Services”) between the Client and Media Rocket, as well as in the accepted quote and on-going invoices.

2.2. Once a proposal has been accepted, by way of: (a) written approval; (b) payment of the initial Deposit; or (c) the Client’s instruction to proceed with any deliverable phase, Media Rocket will begin providing the Services. However, Media Rocket will begin provision of Services before the above is met if agreed upon in writing between the Client and Media Rocket.

2.3. A scope of work document outlining the general timeline for the Services, any rounds of revision and general progression of the Services will be provided by Media Rocket to the Client.

2.4. The Client understands that Media Rocket will require certain information/approvals/permissions/access from the Client and/or its contracted third-party service providers to properly render the Services. Failure or delay by the Client in providing this information will/may lead to delays in provision of the Services, for which Media Rocket will not be liable.
2.5. Media Rocket reserves the right to charge for additional hours incurred as a result of feedback that contradicts the previously approved project brief or direction.

2.6. Service standard and policies

2.6.1. With regards to Design work, Media Rocket will utilise an RGB format and not a CMYK format on all digital and creative designs.

2.6.1.1. Unless otherwise specified and agreed to with the client, all design work is not intended for printing purposes.

2.6.2. The client will receive a monthly report, if it is included in their retainer. If a report is requested outside of the retainer agreement, an additional invoice may apply and will require payment before the report is provided.

3. BRIEFING

3.1. Before the Services commence, Media Rocket and the Client will meet and/or correspond, verbally or in writing, to discuss their channels of communication, the Services, and the scope of work as well as outline any concerns or changes needed for Terms of Engagement.

3.2. The Client understands that any ideas which Media Rocket presents during briefing and the surrounding discussions are the intellectual property of Media Rocket and that the Client will have no right whatsoever to use or disclose any of these ideas without Media Rocket’s express prior written permission. This includes any brand concepts, strategies, or visual directions presented in discovery or briefing sessions. Any unauthorized use of these concepts, even if modified by the Client, constitutes a breach of these Terms. The Client further understands that by breaching this clause 3.2, it will cause direct financial damage to Media Rocket. As such, Media Rocket reserves the right to claim damages, amongst other remedies, from the Client, should the Client fail to adhere to this provision.

4. PAYMENT TERMS

4.1. Service Fee: Media Rocket will charge a Fee for the Services agreed upon. This Fee, including any necessary disbursements or additional costs is detailed in the proposal and/or provided to the Client and in Annexure B hereto (“Service Fee”).

4.2. Variations: The Service Fee is subject to change, should the requested Services be altered in any way by the Client after commencement of these Terms, including any additional rounds of review. Media Rocket will provide a proposal for the Services as varied, which an additional sum will be added to the Service Fee. If the Client does not accept the updated proposal, Media Rocket is not obliged to carry out any additional services.

4.3. If disbursements require upfront payment, the Client will be required to pay the costs before Media Rocket carries out the additional services.

4.4. Payment Delays: Media Rocket reserves the right to suspend the Services in its sole discretion should any payment be delayed.

4.5. Interest accrues on any unpaid amounts 7 calendar days after the specified due date on the applicable invoice, regardless of whether that date is tied to a calendar month or project completion. The Client undertakes to pay any such interest along with the Service Fee, where necessary. Media Rocket, in its sole discretion, may elect to waive the interest charge, but the stipulated rate of 2% (two percent) per month shall apply if interest is charged.

4.6. The Client acknowledges and agrees that it is not a valid reason to withhold payment of the Service Fee due to the Client not being paid by a third party, and accordingly, the Client will pay the Service Fee timeously, regardless of whether it has been paid by a third party or not.

5. MAINTENANCE AND SUPPORT

5.1. Should any of the Services provided require ongoing support and/or maintenance, such support and/or maintenance services shall be quoted for in addition to the Service Fee.

5.2. The Client shall be quoted up front for an agreed-upon sum of money, which shall be recorded against the Client’s account and deducted from as and when the Client requires any maintenance to be performed.

6. OBLIGATIONS OF THE CLIENT

6.1. The Client undertakes to Media Rocket, in relation to the Services that the client will:

• 6.1.1. pay each invoice issued in terms of Annexure B timeously and in full;

• 6.1.2. provide the contact details of an employee(s) with decision-making authority who will attend to all correspondence from Media Rocket;

• 6.1.3. provide Media Rocket with clear, timeous, and reasonable instructions and directions where necessary;

• 6.1.4. use the Services for the purpose for which it was created, and comply with any laws or regulations in force where the Services will be used; and

• 6.1.5. not do anything or allow any act to be done which does or is reasonably and foreseeably likely to prejudice the good name and reputation of Media Rocket.

• 6.1.5. Delays in providing Purchase Orders (POs) or other necessary documentation are the sole responsibility of the Client and shall not extend the invoice due date or absolve the Client of their payment obligations.

7. GENERAL OBLIGATIONS OF MEDIA ROCKET

7.1. Media Rocket undertakes to the Client in relation to the Services that it:

• 7.1.1. shall render the Services in accordance with these Terms and/or Quotes/Invoices sent and with the deliverables, timeframes and specifications provided in engagements with the Client;

• 7.1.2. shall act in a manner as it reasonably considers to be most beneficial to the interests of the Client;

• 7.1.3. shall render the Services in accordance with good industry practice and shall exercise due care, diligence, and skill in the provision of the Services;

• 7.1.4. shall respect, observe, and adhere to all applicable laws and the rules of any applicable professional regulatory body;

• 7.1.5. is reasonably experienced, organised, financed, equipped, staffed, qualified and able to render the Services in each and every respect; and

• 7.1.6. shall not do anything or allow any act within its reasonable control which does or is reasonably and foreseeably likely to prejudice the good name of the Client.

8. INTELLECTUAL PROPERTY

8.1 Ownership and Transfer of Deliverables

8.1.1 Ownership and copyright of final deliverables will transfer to the Client upon full payment of the Service Fee. Source files, drafts, and unaccepted works remain the exclusive property of Media Rocket, unless otherwise agreed in writing, subject to additional fees if applicable.

8.1.2 The Client will only own the works created out of the Services which it has accepted as part of the final version (“the works”). As a result:

• The Client will have no ownership or claim of any rights of any nature over any of the works presented to the Client but not accepted as part of the final version; and

• Media Rocket shall retain ownership of the source files in respect of the Services unless otherwise agreed between the parties and subject to an additional agreed fee. Should the Client wish to purchase Source Files, a release fee calculated at a percentage determined in the Quote will apply.

8.1.3 Media Rocket grants the Client a limited, non-exclusive licence to use the deliverables for their intended purpose during the period between delivery and full payment of the Service Fee. This licence shall automatically terminate if payment is not made as agreed.

8.2 Source Files

8.2.1 Source files, including but not limited to editable design files, project files, and templates remain the exclusive property of Media Rocket. Clients may request source files at an additional fee, subject to a separate agreement.

8.2.2 Media Rocket shall not be obligated to provide source files unless explicitly agreed in writing, even if full payment for the deliverables has been made.

8.3 Unaccepted Works

8.3.1 Media Rocket retains ownership of all drafts, iterations, and concepts presented to the Client but not accepted as part of the final deliverables.

8.3.2 Such unaccepted works may be reused or repurposed by Media Rocket for other projects, provided they do not incorporate the Client's proprietary information or branding elements.

8.4 Proprietary Tools and Processes

8.4.1 All tools, templates, methods, systems, and know-how used by Media Rocket to provide the Services remain the sole intellectual property of Media Rocket. The Client shall not acquire any rights, title, or interest in these proprietary tools or processes, even if used to produce deliverables for the Client.

8.4.2 The Client agrees not to reverse-engineer, replicate, or use any proprietary methods, tools, or templates provided by Media Rocket for their independent use without express written consent.

8.4.2 Media Rocket reserves the right to utilise Generative AI tools to assist in ideation and drafting. However, all final deliverables are vetted by human oversight. Ownership of AI-generated components will be transferred to the Client to the fullest extent permitted by law.

8.5 Portfolio Use

8.5.1 Unless otherwise agreed in writing, Media Rocket reserves the right to use any part of the deliverables for promotional or marketing purposes, including portfolios, case studies, and online showcases.

8.5.2 The Client may request that specific deliverables remain confidential or excluded from portfolio use by providing written notice at the outset of the project.

8.6 Third-Party Licenses

8.6.1 If the Services require the use of third-party licences (e.g., stock photos, plugins, software), Media Rocket will guide the Client on necessary licences. However, the responsibility for maintaining these licences and adhering to their terms after delivery rests solely with the Client.

8.6.2 Media Rocket shall not be liable for any breach of third-party license terms caused by the Client's misuse, modification, or failure to renew necessary licenses.

8.7 Client Use of AI in Direction

8.7.1 Media Rocket acknowledges that clients may utilise AI tools to generate feedback, provide direction, or suggest modifications to the Services. While Media Rocket welcomes client input, it is required that such AI-driven feedback remains consistent with the project's goals and strategic direction as defined in the initial briefing and subsequent agreements.

8.7.2 Media Rocket reserves the right to evaluate and, if necessary, reject AI-generated feedback or direction that, in its professional judgement, would:

shall act in a manner as it reasonably considers to be most beneficial to the interests of the Client;

• Compromise the quality or effectiveness of the deliverables;

• Conflict with the agreed-upon strategic direction;

• Introduce delays or inefficiencies into the project timeline;

• Violate any legal, ethical, or industry-standard guidelines.

8.7.2 The Client acknowledges that deviations from the agreed-upon strategy or the introduction of significant changes based on AI-generated feedback may require adjustments to the project scope, timeline, and/or Service Fee. Media Rocket will not be held liable for any delays, losses, or compromises in quality resulting from the implementation of AI-driven feedback that is inconsistent with the established project parameters.

9. CONFIDENTIALITY

Neither party shall during, or after the provision of the Services, use, to the prejudice or detriment of the other party, or divulge or expose to any person any material, trade secret or any other confidential information concerning the business affairs of the other party which may have come into its possession or knowledge during the course of these Terms or pursuant to the booking or provision of the Services.

Any breach of confidentiality may result in immediate termination of this agreement and/or liability for damages equal to the financial or reputational harm caused. The breaching party shall indemnify the other against such losses.

10. USE OF SUB-CONTRACTORS

Media Rocket may utilise sub-contractors to fulfil any rights or obligations under these Terms, ensuring that such sub-contractors adhere to the same service standards as Media Rocket, for which Media Rocket will remain fully responsible. Media Rocket will confirm with the Client, whom/what company is being subcontracted and for what reason. Additionally, Media Rocket may render services to third parties, provided that the Services delivered to the Client meet all agreed-upon deliverables, timelines, and performance metrics outlined in the proposal or scope of work.

11. DATA PROCESSING

11.1. Media Rocket understands and agrees that it may, during its provision of the Services, operate as an “operator” of personal information, as defined in the Protection of Personal Information Act, 2013 (“POPI”) on behalf of the Client.

11.2. Accordingly, Media Rocket warrants that it shall adhere to all applicable duties and obligations of an “operator” as defined and required under POPI when processing any personal information it derives from the Client and/or its data subjects, pursuant to its provision of its Services. These duties and obligations include ensuring that all such personal information it may have access to from the Client is treated strictly confidential and is secured and processed at standards equal to or better than that required by POPI and/or the Client.

11.3. To ensure Media Rocket can meet its obligations and duties as an operator, the Client warrants that it shall limit Media Rocket’s access, to that of administrator of only those databases directly owned by the Client. Media Rocket shall not directly access or process any of the Client’s own client information.

11.4. Further, both parties expressly indemnify the other party against any third-party claims which may be brought against either party for that party’s failure to adhere to their duties as prescribed under POPI related to their role as either or both the relevant responsible party and/or operator as defined in POPI.

11.5. Both parties warrant to each other that when providing their own data, or their data subjects’ data to the other party for processing or whatever reason, they have the lawful right/s and/or required express and informed consent of such data subjects to share data with the other party.

11.6. Media Rocket is also aware that the Client is not necessarily the “responsible party” when processing the personal information of data subjects, and as such, Media Rocket may be required to engage a third party to ensure that its duties under POPI are satisfied.

11.7. Should the Client have any additional terms and conditions relating to how Media Rocket must process personal information provided to it by the Client, the same additional conditions of processing must be contained in a data processing agreement between the parties in writing.

11.8. Media Rocket also warrants to the Client that it has no criminal convictions or judgements recorded against it which relates to crimes relating to fraud, unlawful use of personal information or any crime related to the illegal use or processing of personal information in any way.

11.9. Media Rocket also understands and agrees that for data continuity and risk-mitigation purposes, should these terms be terminated for any reason, and unless otherwise provided for in another data processing agreement between it and the Client, Media Rocket will cease all processing of personal information provided to it by the Client, as well as permanently delete/destroy any personal information of the Clients on/within their systems within a reasonable period following termination.

12. CANCELLATION

12.1. Should the Client wish to cancel the Services, the following will occur:

• 12.1.1. Unless otherwise previously discussed, the Client must give Media Rocket 30 (thirty) calendar days' written notice of its intention to cancel the Services;

• 12.1.2. Media Rocket shall provide the Client with a Final Invoice which will cover all expenses, disbursements or Services already incurred or provided by Media Rocket prior to the date of termination. The Client understands that the final invoice will include any reasonable loss Media Rocket has suffered from the cancellation of the Services. Losses shall be calculated based on the remaining project scope and incurred expenses;

• 12.1.3. The parties will hand over to the other party any document, equipment or confidential information belonging to that party.

  12.2. Media Rocket shall provide the Client with a detailed handover document containing all relevant information and project progress to ensure a smooth transition.

  12.3. Media Rocket shall also confirm in writing any remaining work or deliverables agreed upon or paid for by the Client, along with the expected timelines for their completion

  12.4. Media Rocket, in its sole discretion, may reduce the notice period provided for in clause 12.1.1 above on request from the Client. In deciding whether to reduce the period, Media Rocket will consider the nature of the Services being provided and the effect of cancellation.

13. LIABILITY AND INDEMNIFICATION

13.1. Each party warrants to the other that any information, including but not limited to, images, copy, software, documents or designs provided to a party in connection with the Services is free from any copyright and/or does not infringe upon any rights of any third party to which the information belongs or all fees, royalties and payments have been made to and permissions granted from the lawful copyright owner.

13.2. Apart from instances of dishonesty or gross negligence, Media Rocket will not be liable for loss, damage, or delay, including loss of profits and consequential loss, suffered by the Client as a result of Media Rocket’s provision of the Services, after the Client has accepted the Services.

13.3. The Client agrees to hold harmless and indemnify Media Rocket against any losses, expenses, claims, damage, or delay, including loss of profits and consequential loss, suffered by Media Rocket as a result of the utilisation by Media Rocket of the services of any third-party suppliers, breach of any intellectual property rights or in the course of providing the Services.

13.4. The Client acknowledges and agrees that the use of the Services is based on the information that the Client provides and is at its own risk. Neither Media Rocket nor its employees, suppliers, and/or licensors warrant that the Services will result in the Client’s desired outcome. Media Rocket does not make any warranty as to the results to be obtained from the use of the Services and the Services are made available to the Client on an “as-is” and “as-available” basis without warranties of any kind, either express or implied.

13.5. The Client acknowledges and agrees that should they share any confidential and/or critical information and/or data, that compromises Media Rocket’s ability to supply the agreed upon services in the agreed timeframe, Media Rocket shall not be held liable for any loss, damage, or delay, including loss of profits and consequential loss, suffered by the Client.

13.6. If the Client grants access, whether internal or external, known or unknown, without prior discussion and agreement with Media Rocket, and such access results in changes that cause delays, losses, or impedes Media Rocket from achieving the agreed-upon goals, Media Rocket shall not be held responsible for any resulting loss, damage, or delays, including loss of profits or consequential damages incurred by the Client.

13.7. In no event shall Media Rocket’s aggregate liability under these Terms exceed the total Service Fees paid by the Client to Media Rocket in the 6 (six) months immediately preceding the event giving rise to the claim.

14. BREACH

14.1. Either party (“the innocent party”) shall have the right, at its election, to terminate these Terms forthwith by giving notice in writing to the other party (“the breaching party”) in the event that:

14.1.1. on written notice to the effect by the innocent party, should the breaching party commit any breach or permit the commission of any breach of any material obligation or warranty contained in the Terms and, in respect of such a breach capable of remedy, fail to remedy that breach within 5 (five) business days after the giving of written notice to that effect by the innocent party to the breaching party;

14.1.2. the breaching party repeatedly breaches any of the terms and/or conditions of the Terms in such a manner as to justify the innocent party in holding that the breaching party’s conduct is inconsistent with the intention or ability of the breaching party to carry out the provisions of the Terms.

14.2. The cancellation of the Terms by the innocent party in the circumstances contemplated in clause 14.1 shall be without prejudice to any other rights or remedies the innocent party may have in law (including the right to claim damages).

14.3. In the event of cancellation of the Terms in the circumstances contemplated in clause 14.1, written notice of any such cancellation shall be given and such cancellation shall take effect on the giving of such notice.

15. DISPUTE RESOLUTION

15.1. Should any dispute, disagreement or claim arise between the Client and Media Rocket concerning the Services or anything related thereto, the parties shall endeavour to resolve the dispute amicably, through investigation (internally by risk officer), negotiation, and with the best interests of both parties in mind.

15.2. Should the parties fail to resolve such dispute in the aforesaid manner or within such further period as the parties may agree to in their negotiation, it shall be resolved with the assistance of any industry expert, or finally, by arbitration in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator mutually agreed upon by the parties, or failing agreement within 7 (seven) business days, appointed by the Chairperson of the Arbitration Foundation of Southern Africa (AFSA).

15.3. The parties both agree that in no circumstance will either party publicise the dispute on any media platform, including social media. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage will result in a financial claim.

16. FORCE MAJEURE

It is agreed that neither party shall be liable for delay or failure to perform any obligations contained herein if such delay is due to acts of God, fire, earthquake, labour dispute, war, martial law, interruption of transport, government order, riot, revolution, outbreak of epidemic, pandemic or other widespread diseases or any other cause beyond the reasonable control of the parties. Media Rocket shall not be liable for any delays in project delivery directly resulting from Stage 3 or higher load-shedding schedules in South Africa, provided that notice is given to the Client within 24 hours of a critical deadline impact.

In the event of a force majeure, the affected party must notify the other party within 5 business days, detailing the cause and estimated duration. Both parties will collaborate to adjust timelines or obligations where feasible. If delays exceed 30 calendar days, either party may terminate this agreement without penalty, subject to the Client settling all outstanding invoices for Services rendered up to the date of termination.

17. SERVICE ADDRESS

Each of the parties choose domicilium citandi et executandi for the purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purposes arising from the Terms at their respective addresses as nominated to each other in writing from time to time.

18. GENERAL

18.1. Survival of Rights, Duties and Obligations: Termination of these Terms for any cause whatsoever shall not release either party from any liability which at the time of termination has already accrued to the other or which thereafter may accrue in respect of any act or omission prior to such termination.

18.2. Entire Agreement and Variation: Subject to Clause 1.3 (Amendments), no alteration, consensual cancellation, variation of, or addition to these Terms shall be of any force or effect unless reduced to writing and signed by both parties. Any reference to "writing" for variations or amendments to these Terms requires a formal signed document or digital contract, and excludes general email correspondence. These Terms contain the entire agreement between the parties and neither party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

18.3. Indulgences: No indulgence, leniency, or extension of time which any party (“the grantor”) may grant or show to the other shall operate as an estoppel or in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future.

18.4. Governing Law: These Terms shall be governed by and interpreted in accordance with the law of the Republic of South Africa. All disputes, actions, and other matters in connection with the Terms shall be determined in accordance with such law.

18.5. Severability and Invalidity: Each undertaking in these Terms shall be construed as a separate undertaking. If any provision is held to be invalid, unenforceable, or unreasonable in any jurisdiction, it shall be ineffective only to the extent of such invalidity or unenforceability without affecting the remaining provisions hereof. To the extent possible, if any undertaking is found to be void but would be valid if modified or if some part were deleted, the undertaking shall apply with such minimum modification as necessary to make it valid and effective.

18.6. Cumulative Rights and Remedies: The rights and remedies of the parties under these Terms are cumulative and in addition to any rights and remedies provided by law.

ANNEXURE A – THE SERVICES

1. Login Credentials & Access

1.1. Media Rocket will, upon request, consent and provision by the Client, require existing login credentials for specified systems in order to carry out agreed upon and invoiced services. Media Rocket may also need to create login credentials on behalf of the client as well with the Client's permission in writing;

1.1.1. Media Rocket confirms that the login credentials provided by the client or created by Media Rocket for the client, may be stored in a digitally secured password vault as a means of exercising responsible password safety measures while services are being provided to the client.

1.1.2. If the login credentials provided by Media Rocket, whether upon request or as a service requirement, are changed by the Client or any party other than Media Rocket who has received logins, and such changes result in a delay in service or project delivery, Media Rocket shall not be liable or responsible for any such delay or its impact on the project timeline.

1.1.3. Should the Client or any third party delete or alter the login credentials or the account associated with those credentials, whether initially provided by Media Rocket or not, Media Rocket shall not be liable for any delays, disruptions, or additional costs incurred as a result of such changes.

1.1.4. Unless otherwise requested or required by the Client, Media Rocket shall, after provision of login credentials to the Client, remove any stored login credentials upon completion/termination of retainers/projects within a 30 calendar day period.

2. PRESENTATION OF SERVICES

2.1. For each round of review, the Client will provide written feedback within 7 (seven) business days of receiving the review or having the review meeting conducted. Thereafter, Media Rocket will alter the version received based on the Client’s feedback. The Client is conscious that any delayed feedback may result in the agreed upon timeline and due date being impacted and thus does not hold Media Rocket accountable.

2.2. A round of review will be considered accepted and completed if the Client, following receipt of the version for review, has not requested any additional alterations within 7 (seven) business days of receipt.

2.3. Should the Client require further amendments after the final version has been accepted, Media Rocket may, in its sole discretion, charge an additional fee to the Service Fee. The additional fee will be communicated to the Client in advance.

3. OUT OF SCOPE AND URGENT WORK

3.1. Any urgent work or work which the Client requires to be performed outside of the scope of work will be billed hourly at a rate of R1250 (one thousand two hundred rand) (ex VAT) per hour. Any urgent consultation or consultation that the Client requires to be performed will be billed hourly at a rate of R1950 (one thousand nine hundred and fifty Rand) (ex VAT) per hour.

3.2. Business hours are defined as between 09h00 and 16h30 on weekdays (Monday to Thursday) and 09h00 and 15h30 on Fridays, excluding weekends and recognised South African public holidays. However, Media Rocket reserves the right for production to take place during business hours and outside of business hours at their own discretion.

ANNEXURE B – PAYMENT TERMS

1. Invoice and Payments

1.1. Media Rocket will prepare a proposal for the Client based on the requested Services which shall include the Service Fee and any other associated costs for the Services.

1.2. Once the proposal has been accepted by the Client, the Client will be provided with an invoice for payment thereof.

1.3. Note: For project-based and ad-hoc services, the specific due date (e.g., 7 days after completion) takes precedence over the 14th-of-the-month due date

1.4. All invoices are due and payable by the 14th calendar of the month within which it was issued unless otherwise agreed upon or discussed prior in writing. Interest (as defined in Clause 4.2.2) only accrues 7 calendar days after this specific due date..

1.4.1. Purchase Order Process (PO):

1.4.1.1. Media Rocket acknowledges that the Client may have a purchase order process in place. This process typically involves a quote being issued by Media Rocket, the Client providing a purchase order (PO) to Media Rocket, and Media Rocket issuing an invoice to the Client for payment.

1.4.1.1.1. Quote or relevant documentation will be provided to the client on the 1st calendar day of each month.

1.4.1.1.2. Quote or relevant documentation will be provided to the client on the 1st calendar day of each month.

1.4.1.1.1. The Client is fully responsible for any delays in providing a PO. The Client undertakes to provide the official PO number or document to Media Rocket within 5 (five) calendar days of receiving the Quote. Upon receipt of the PO, Media Rocket will issue the corresponding Invoice within 1 (one) business day. The Client acknowledges that delays in providing the PO do not shift the invoice due date, and Media Rocket is not liable for any resulting project delays or service suspensions.

1.4.1.1.3. The Client agrees to pay the Invoice within 14 calendar days after the Invoice is issued unless otherwise agreed upon in writing. Interest (as defined in Clause 4.2.2) only accrues 7 calendar days after this specific due date.

1.5. Project-based or ad-hoc Services:

1.5.1. An invoice will be paid by the Client as follows for projects:

1.5.1.1. a non-refundable deposit of 50% (fifty percent) of the Service Fee will be paid to Media Rocket upon acceptance of the proposal and receipt of the deposit invoice by the Client (“the Deposit”) by the 14th calendar day of the month within which it is invoiced or as agreed upon in writing. Interest (as defined in Clause 4.2.2) only accrues 7 calendar days after this specific due date;

1.5.1.2. the remainder of the Service Fee and any additional costs or disbursements necessary for provision of the Services will be paid within 7 (seven) calendar days after completion of the Services and/or project and the Final Invoice is issued. Interest (as defined in Clause 4.2.2) only accrues 7 calendar days after this specific due date.

OR

1.5.1.3. the remainder of the Service Fee and any additional costs or disbursements necessary for provision of the Services will be paid by the Client in equal monthly payments as defined within the proposal provided until completion of the Services.

1.5.2. An invoice will be paid by the Client as follows for ad-hoc services:

1.5.2.1. Invoices for existing clients shall be processed,

1.5.2.1.1. The invoiced Service Fee and any additional costs or disbursements necessary for provision of the Services will be paid within 7 (seven) calendar days after completion of the Services. Interest (as defined in Clause 4.2.2) only accrues 7 calendar days after this specific due date.

1.5.2.2. Invoices for clients new to the company will require upfront payment of the invoice before work commences to provide the invoiced services.

1.5.2.3. However, exceptions are possible through discussion and agreement between the company and client in writing.

1.6. Please note that Media Rocket shall not begin production for any requests until the non-refundable deposit has been received. Unless otherwise discussed with and arranged with the managing director. Considering this, should deposit or payment delays occur due to reasons on the Clients side, Media Rocket accepts no liability for any delays in the proposed project timelines.

1.7. In the event that Media Rocket agrees to commence work prior to receipt of the Deposit, this does not constitute a waiver of the requirement for the deposit or the subsequent payment terms.

1.8. Retainer Services:

1.8.1. Where the Services are being provided on a retainer basis, Media Rocket will charge a monthly Service Fee for the Services. The Service Fee, including any necessary ongoing disbursements or additional costs, is detailed in the proposal and subsequent invoice/s, which will be delivered by Media Rocket to the Client by the 1st calendar day of each month for the month ahead. The Client shall make payment of the full amount of the invoice by the 14th calendar day of the month of the invoice being issued. If Media Rocket delivers an invoice to the Client after the 21st day of the month for the present month, the Client shall be given a 7 calendar day grace period from the 1st Business day of the following month to make payment of the full amount of the quote/invoice unless otherwise agreed to by both parties. However, the PO process as mentioned above in section 1.3.1 is applicable for retainer based services. Additionally, invoices settled by the 10th calendar day of month within which it is issued will receive a credit note of 2% of the invoice value.

1.8.2. It is specifically provided that the Client shall only be entitled to carry over any unused time in respect of the retainer in any calendar month to the immediately following calendar month, but any such unused time not used in such immediately following calendar month shall be forfeit. This will only be applicable after agreed upon discussion with Media Rocket in writing.

1.9. Third-Party Payment Assistance

1.9.1. Where Media Rocket agrees to assist the Client by processing payment to a third-party supplier on the Client’s behalf (e.g., freelancers, disbursements, or third-party non-vendor payments), this service is subject to the following mandatory conditions:

1.9.1.1. A 20% handling fee, calculated on top of the total third-party cost, will be charged to the Client.

1.9.1.2. Media Rocket must receive full payment from the Client for the total amount due (third-party cost plus the 20% handling fee) before any payment is processed to the third-party supplier.

1.10. The Service Fee does not include any import/export fees, collection/release charges, international taxes, licensing fees or other incidental fees which may arise through Media Rocket’s provision of the Services. These additional costs will be for the Client’s account.

1.11. Invoices will reflect the Service Fee and any additional disbursements or costs, inclusive of Value Added Tax, where applicable.

1.12. Invoices will be paid free of exchange, bank fees or set off, by the Client into Media Rocket’s South African bank account nominated in writing for that purpose, or as displayed on an invoice.

TERMS OF ENGAGEMENT SUMMARY OF TERMS AND DEFINITIONS

1. INTRODUCTION

The below document summarises the Terms of Engagement Terms of Media Rocket, as well as Lines Items within invoices received from Media Rocket which will be applicable to your use of its Services.

2. SUMMARY OF TERMS

The Terms include the following clauses which are applicable to you as the Client. These clauses can be summarised as follows:

• 2.1. UX: User Experience.

• 2.2. UI: User Interface.

• 2.3. Writing: Use of email between parties for operational communication. However, formal variations or amendments to these Terms require a formal signed document or digital contract as per Clause 18.2.

• 2.4. Relationship of the Parties: Media Rocket is a service provider to you as the Client. We are not considered to be in any other form of relationship especially that of employer/employee or partners.

• 2.5. Discovery: Meeting between client (Relevant parties) and Media Rocket (Relevant parties) where discussion surrounding project consultation, business objectives, target audience, requirements, needs assessment, technology recommendations, channels of communication, workflow, timeline and resource planning occurs.

• 2.6. The Services: Media Rocket will provide you with the Services specified in the accepted quote/proposal document and Invoices sent to you.

• 2.7. Briefing: Before Media Rocket commences with the Services, Media Rocket may brief you on options or ideas with respect to the Services you are looking to receive. Any idea that you do not proceed with will remain Media Rocket’s and you will have no rights to that idea or its associated intellectual property.

• 2.8. Payment Terms: Media Rocket’s payment terms are set forth in Annexure B. As compensation for Media Rocket’s Services, you will be responsible for paying the Service Fee.

• 2.9. Maintenance And Support: Any on-going maintenance and support will be an additional cost which Media Rocket will provide a quote for.

• 2.10. Obligations of the Client: These are the obligations you owe Media Rocket for the duration of our relationship.

• 2.11. General Obligations of Media Rocket: These are the obligations Media Rocket owes you for the duration of our relationship.

• 2.12. Intellectual Property: You, as the Client, will own the intellectual property created by Media Rocket once the Service Fee has been paid in full.

• 2.13. Confidentiality: These Terms and any information shared between us will be confidential and held in such confidence even after termination of the relationship. Except when clear consent is given by the client or as required by law or legal institutions.

• 2.14. Use of Sub-Contractors: Media Rocket may use subcontractors to carry out any of the Services. Media Rocket will however remain liable for the action and conduct of its subcontractors. Media Rocket will confirm with the client, whom/what company is being subcontracted and for what reason.

• 2.15. Data Processing: Data will be processed by the parties in accordance with the requirements of the Protection of Personal Information Act, 4 of 2013.

• 2.16. Cancellation: These Terms can be cancelled subject to reasonable notice provided by you to Media Rocket.

• 2.17. Liability and Indemnification: These are the clauses that disclaim Media Rocket’s liability.

• 2.18. Breach: The process that must be followed where one party breaches any of the provisions of these Terms.

• 2.19. Dispute Resolution: The process to follow where there is a dispute that arises between us.

• 2.20. Force Majeure: Neither party will be liable to fulfil their obligations where there is an external force (such as an act of nature) that objectively prevents them from doing so.