Terms of Use
Effective Date: 1 November 2024
Welcome to Wilco Agency (“we,” “us,” or “our”). By accessing or using our website, platforms, or engaging our services (collectively, the “Services”), you (“Client” or “you”) agree to comply with and be bound by the following Terms of Use. These terms form a legally binding agreement. Please read them carefully. If you do not agree with them, you should not use our Services.
1. Acceptance Of Terms
By using our Services, you agree to these Terms of Use and our Privacy Policy. These Terms govern your use of the Services and any statement of work, proposal, or agreement entered into with us.
2. Eligibility
By using our Services, you represent and warrant that you are at least 18 years old, have the full legal capacity to enter into a binding contract, and are not prohibited by law from using our Services.
3. Use Of The Services
You agree to use our Services in compliance with all applicable laws and regulations and to provide us with accurate and complete information required for the provision of the Services.
4. User Accounts
To access certain features, you may need to create an account. You agree to provide accurate information and maintain the confidentiality of your login details. You are responsible for all activities that occur under your account. We reserve the right to suspend or terminate your account if any information provided is false or misleading.
5. Service Fees, Invoicing, and Payment
5.1. Fees: Certain Services are subject to fees as outlined in a specific proposal, statement of work, or our official pricing structure. All fees are quoted exclusive of VAT unless otherwise stated.
5.2. Payment Terms: Unless otherwise agreed in writing, all invoices are due and payable upon receipt. Payment is required in full before the commencement of work or as per the payment schedule detailed in the applicable proposal.
5.3. Consequences of Non-Payment: Should any invoice become overdue, we reserve the right, without prejudice to any other rights or remedies, to:
a) Suspend the provision of all Services, including website hosting and support, until the outstanding balance is paid in full;
b) Charge interest on the overdue amount at a rate of 2% per month or the maximum rate permitted by law;
c) Retain all work product, materials, and intellectual property developed or prepared for the Client until full payment is received; and
d) Recover from the Client all legal costs and collection fees incurred in the process of recovering the debt.
6. Intellectual Property
6.1. Our Intellectual Property: All pre-existing content, materials, software, and trademarks owned by or licensed to Wilco Agency remain our sole and exclusive property.
6.2. Client Intellectual Property: We grant the Client a limited, non-exclusive, non-transferable licence to use the intellectual property we create specifically for the Client (the “Work Product”) for their internal business purposes.
6.3. Transfer of Ownership: Full ownership and title to the Work Product shall only pass to the Client upon our receipt of full and final payment for all outstanding invoices related to the creation of that Work Product. Until such payment is made, Wilco Agency retains full ownership rights.
7. Third-Party Procurements and Expenses (Domains, Software, Media)
7.1. Procurement as Agent: The Client acknowledges that Wilco Agency may be required to purchase, license, or procure assets and services from third parties on the Client’s behalf, including but not limited to domain names, software licences, stock photography, and hosting services (“Third-Party Expenses”). The Client agrees to reimburse Wilco Agency for all such Third-Party Expenses.
7.2. Title and Ownership Conditional on Payment: Notwithstanding that a Third-Party Expense may be procured for the Client’s intended use, legal and beneficial ownership and all associated rights to such procured assets shall remain vested in Wilco Agency until the Client has paid the relevant invoice in full.
7.3. Client Default and Agency Remedies: If the Client fails to pay any invoice related to a Third-Party Expense within thirty (30) days of its due date, the Client shall be considered in default. In such an event, Wilco Agency, at its sole discretion and without further notice, shall have the right to:
a) Retain the asset for its own use;
b) Repurpose, re-brand, or modify the asset;
c) Sell or transfer the asset to any third party to recover its costs; or
d) Let the asset (such as a domain name) expire or terminate the service.
The Client hereby waives any and all claims, damages, or liabilities against Wilco Agency arising from such actions taken in response to the Client’s default.
8. Third-Party Links
Our Services may include links to third-party websites. These links are for convenience only, and Wilco Agency is not responsible for the content, privacy practices, or terms of any third-party websites.
9. Limitation Of Liability
To the fullest extent permitted by law, Wilco Agency shall not be liable for any direct, indirect, incidental, special, or consequential damages arising out of or related to your use of the Services, including loss of profits, data, or business opportunities. Our total liability under this agreement shall be limited to the total fees paid by the Client to us in the three (3) months preceding the event giving rise to the claim.
10. Indemnification
You agree to indemnify, defend, and hold harmless Wilco Agency, its directors, employees, and agents from any claims, losses, liabilities, damages, and expenses (including reasonable attorney fees) arising out of your use of our Services, your provision of content or materials, or your violation of these Terms of Use.
11. Termination
We reserve the right to suspend or terminate your access to our Services at any time, without notice, for any reason, including a material breach of these Terms of Use (especially non-payment), fraudulent or illegal activity, or interference with our operations. Upon termination, your right to use our Services will cease immediately, and all outstanding fees will become due and payable.
12. Changes To Terms
We reserve the right to modify these Terms of Use at any time. Changes will be effective upon posting to our website with the updated effective date. Your continued use of the Services after such changes constitutes your acceptance of the new terms.
13. Governing Law and Dispute Resolution
These Terms of Use are governed by the laws of the Republic of South Africa. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of South Africa, specifically the Magistrate’s Court or High Court located in Durban, KwaZulu-Natal.
14. Contact Us
If you have any questions about these Terms of Use, please contact us at: info@wilcoagency.com.
By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.