FortisCo Digital – Standard Trading Terms & Conditions

1. Definitions

1.1 Affiliate/Related Party means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, including any director, member, officer, employee, or agent acting for or on behalf of that party.

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

1.3 Cost Estimate / Quotation means a written estimate, proposal, quotation, or scope issued by FortisCo, including via email or electronic acceptance.

1.4 Deliverables means the work product, materials, reports, documents, creative outputs, and/or services to be provided by FortisCo as defined in a quotation, scope, or SLA.

1.5 Supplier means any third-party manufacturer, principal, distributor, technology provider, vendor, platform, or service provider whose goods/services are marketed, promoted, introduced, quoted, sold, or facilitated by FortisCo.

1.6 Introduced Party means any prospective or actual client, buyer, customer, principal, supplier, reseller, or other counterparty that FortisCo (i) introduces to you, (ii) discloses to you, and/or (iii) with whom FortisCo facilitates contact, discussions, proposals, demonstrations, tenders, pricing, procurement, contracting, or transactions.

1.7 Circumvent includes dealing directly or indirectly (including via affiliates/related parties, intermediaries, consultants, agents, or any third party) in a manner that avoids, bypasses, reduces, or defeats FortisCo's role, fees, margin, or commission.

2. Application and acceptance

2.1 These Terms apply to all work performed by FortisCo unless expressly varied in writing by an authorised representative of FortisCo.

2.2 You accept these Terms by any of the following: approving a quotation/cost estimate, signing an SLA, issuing a purchase order, paying an invoice, emailing approval, clicking acceptance on a digital approval flow, or instructing FortisCo to proceed.

2.3 If there is any conflict between these Terms and a document signed/accepted by both parties (e.g., an SLA or payment schedule), that signed/accepted document will prevail only to the extent of the conflict.

3. Quotations, scope and E&OE

3.1 Quotations and cost estimates are based on the scope, assumptions, and inputs provided at the time of issue.

3.2 Unless stated otherwise, quotations are valid for 7 (seven) days and may be withdrawn or revised if scope, timelines, third-party costs, exchange rates, availability, or Client requirements change.

3.3 E&OE (Errors & Omissions Excepted) applies to all quotations, proposals, and administrative documentation.

4. Pricing, currency and VAT

4.1 All prices are in South African Rand (ZAR) unless stated otherwise.

4.2 All prices exclude VAT unless FortisCo specifically and expressly states "VAT inclusive" in writing. VAT (where applicable) will be charged and reflected on the tax invoice.

4.3 Third-party costs (including but not limited to streaming inventory, media, ad-serving, production vendors, data/identity services, technology tools, couriers, logistics, permits, or compliance costs) may be billed at cost plus any agreed fee, and are subject to third-party terms and availability.

5. Payment terms (100% upfront)

5.1 100% payment upfront is required before FortisCo commences work, reserves inventory, books media, procures third-party services, schedules resources, or delivers any goods/services.

5.2 Exception: Upfront payment may be varied only if agreed otherwise in writing on the relevant cost estimate, SLA, or payment schedule.

5.3 FortisCo may withhold delivery, pause campaigns, suspend services, and/or delay timelines until full payment (or the agreed instalment) reflects in FortisCo's bank account.

5.4 Late payments may attract interest at the maximum lawful rate from due date to date of payment, plus reasonable collection and legal costs (including attorney-and-client costs where permissible).

5.5 Payments are non-refundable once (i) work has commenced, and/or (ii) third-party costs have been committed, unless required by applicable law.

6. Client responsibilities and approvals

6.1 You must provide accurate instructions, timely approvals, and all required access, materials, content, technical requirements, and feedback needed for FortisCo to perform.

6.2 Delays caused by late inputs, late approvals, access issues, platform review processes, or third-party dependencies may extend delivery timelines and may result in additional costs.

6.3 You warrant that you own or have the right to use any materials you provide to FortisCo and that such use will not infringe any third-party rights.

7. Timelines, performance and measurement

7.1 Timelines are estimates unless expressly guaranteed in writing.

7.2 Where services involve third-party platforms (including AVOD/SVOD environments) performance, delivery, inventory availability, measurement, and reporting may be affected by platform policies, review timelines, outages, or technical constraints.

7.3 Except where expressly agreed in writing, FortisCo does not guarantee outcomes such as reach, sales, leads, completion rates, viewability, or conversion results.

8. Change requests and out-of-scope work

8.1 Any change to scope, deliverables, formats, timelines, targeting, flighting, quantities, integrations, or specifications may require a revised quotation and may affect performance outcomes.

8.2 Out-of-scope work will be billed at FortisCo's then-current rates or as agreed in writing.

9. Cancellations

9.1 If you cancel after acceptance/approval, you remain liable for:

• (a) all work completed up to the cancellation date; and
• (b) all committed and/or non-cancellable third-party costs; and
• (c) reasonable wind-down costs.

10. Non-circumvention (introductions and Supplier relationships)

10.1 Where FortisCo markets, promotes, introduces, quotes, sells, or facilitates access to any Supplier or any Supplier's products/services to an Introduced Party, you agree that you (and your affiliates/related parties) will not Circumvent FortisCo by:

• (a) purchasing, procuring, contracting for, or receiving the Supplier's products/services directly from the Supplier; and/or
• (b) encouraging, assisting, or permitting the Supplier (or any other party) to contract directly with the Introduced Party; and/or
• (c) restructuring a transaction, changing names/entities, or using agents/intermediaries or any indirect means to avoid FortisCo's commercial involvement.

10.2 This non-circumvention obligation applies during the term of our engagement and for 24 (twenty-four) months after the later of:

• (a) the last date FortisCo performed services for you; or
• (b) the last date of communication/interaction facilitated by FortisCo between you (or your related parties) and the Introduced Party and/or Supplier regarding a potential or actual transaction.

10.3 Pre-existing relationship exception: This clause will not apply where you can demonstrate, with written documentary evidence, that you had an active, bona fide relationship and direct commercial dealings with the relevant Supplier (or relevant Introduced Party, as applicable) before FortisCo's introduction or involvement.

10.4 Remedies and fees: If you breach this non-circumvention clause, you agree that:

• (a) FortisCo is immediately entitled to the same fee, margin, or commission it would reasonably have earned on the circumvented transaction(s), calculated on the transaction value (or Supplier's then-current pricing) and payable on demand; and
• (b) FortisCo may seek urgent injunctive relief (interdict) in addition to any other rights and remedies available in law; and
• (c) any fee/charge contemplated is intended to be reasonable and aligned with applicable South African law.

10.5 Any deviation from this clause must be agreed in writing by FortisCo.

11. Intellectual property

11.1 You retain ownership of your pre-existing materials (e.g., trademarks, logos, creative assets) you supply to FortisCo and grant FortisCo a licence to use them solely to perform the services.

11.2 FortisCo retains ownership of its pre-existing tools, templates, methods, processes, and know-how.

11.3 Unless agreed otherwise in writing, Deliverables created specifically for you are licensed to you for your business use only once all amounts due are paid in full.

12. Confidentiality

12.1 Each party must keep the other's confidential information confidential and use it only to perform obligations under these Terms, except where disclosure is required by law or by a competent authority.

13. Data protection (POPIA)

13.1 Where any personal information is processed, each party will comply with applicable data protection law, including the Protection of Personal Information Act, 2013 ("POPIA").

13.2 You warrant that you have a lawful basis and all necessary rights/consents to share any personal information with FortisCo for the purposes of the services.

14. Limitation of liability (including loss of productivity)

14.1 To the fullest extent permitted by law, FortisCo is not liable for any indirect, special, incidental, punitive, or consequential loss or damages, including loss of profit, loss of revenue, loss of data, loss of goodwill, or business interruption.

14.2 Loss of productivity is expressly not a valid basis for any claim for damages against FortisCo.

14.3 FortisCo's total aggregate liability for any claim arising from or related to the goods/services is limited to the fees actually paid by you to FortisCo for the specific goods/services giving rise to the claim (excluding third-party pass-through costs), unless required otherwise by law.

14.4 Nothing in these Terms limits liability that cannot lawfully be limited.

15. Indemnity

15.1 You indemnify FortisCo against claims, losses, and expenses arising from:

• (a) materials you supply that infringe third-party rights;
• (b) unlawful instructions or content you provide; and/or
• (c) your breach of these Terms or applicable law, to the extent permitted by law.

16. Force majeure

16.1 Neither party is liable for failure or delay caused by events beyond reasonable control (including load shedding/power failures, internet/network failures, platform outages, strikes, riots, fire, flood, acts of government, or supply chain disruptions). Performance is suspended for the duration of the force majeure event.

17. Consumer and statutory protections

17.1 Where the Consumer Protection Act, 2008 applies to a transaction, nothing in these Terms is intended to unlawfully limit any consumer rights, and any clause that conflicts with applicable law will be interpreted to comply with that law.

18. Electronic communications

18.1 The parties agree that instructions, approvals, and acceptance may be concluded electronically (including by email) and will be binding, subject to applicable South African law.

19. Governing law and jurisdiction

19.1 These Terms are governed by the laws of the Republic of South Africa.

19.2 The parties consent to the jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) and/or the Magistrates' Court (where applicable), at FortisCo's election.

20. General

20.1 Severability: If any provision is found unenforceable, the remaining provisions remain in force.

20.2 No waiver: A failure to enforce any right is not a waiver of that right.

20.3 Variation: Any change to these Terms must be in writing and signed/accepted by both parties.

20.4 Entire agreement: These Terms, together with any signed/accepted SLA, quotation, or payment schedule, form the entire agreement between the parties to the extent applicable.