1. APPOINTMENT

  1.1 By completing the relevant sections of these Terms of Service (“Terms” or “Terms of Service”), and the checking of a checkbox indicating acceptance, it is recorded that you have approached, and have appointed, We Think Strategy (Pty) Ltd (“We Think”) to provide strategy services, or strategy and marketing services, as outlined in these Terms, to you.

  1.2 Your relationship with We Think will be solely governed by the terms and conditions set out in these Terms.

  1.3 We Think will accordingly:
    1.3.1 provide you with marketing strategy formulation services (the “Strategy services”); or
    1.3.2 provide the Strategy services as well as perform marketing strategy implementation services (“Marketing services”) (together the “S&M services”).

2. SERVICES AND WORK PROCESS

  2.1 Strategy

    2.1.1 Strategy services rendered by We Think comprise the following, and will be performed in line with the following process and anticipated timeline (subject to your co-operation and responsiveness throughout the process):

    2.1.2 Upon acceptance by We Think of its appointment under these Terms, you will be issued with your first invoice as set out in 3.1 (“Invoice 1”);

    2.1.3 On receipt of payment of Invoice 1, We Think will send you a link to our marketing strategy questionnaire through which we will ask you a number of business and marketing questions, completion of which should take you between 1 and 3 hours;

    2.1.4 On receipt of your marketing questionnaire, We Think will arrange an introductory call with you and your team (“First Meeting”) to clarify and expand on your answers to the questionnaire;

    2.1.5 Three weeks after your First Meeting and receipt of any further information requested, We Think will arrange a call to present the draft marketing strategy to you (“Second Meeting”);

    2.1.6 Within two weeks of receipt of your feedback provided pursuant to the Second Meeting, any further information requested, and payment of your second invoice as set out in 3.2 (“Invoice 2”), We Think will finalize the strategy and circulate it to you;

    2.1.7 Within one week of circulation of the revised strategy, We Think will arrange a final meeting (“Third Meeting”) for sign-off of the strategy; and

    2.1.8 For best results in implementing the We Think strategy, We Think recommends that you engage We Think to provide the Marketing services set out below.

  2.2 Marketing services rendered by We Think comprise the following, and will be performed in line with the following process and anticipated timeline (subject to your co-operation and responsiveness throughout the process):

    2.2.1 Upon enquiry, We Think will provide you with a proposal setting out the details and resources that will be required for purposes of strategy implementation, including the weekly/monthly time allocation for the services, as well as the cost thereof;

    2.2.2 On acceptance of the proposal, We Think will arrange a briefing call with you; and

    2.2.3 We Think will commence with rendering the Marketing services on the agreed date and proceed as per the marketing strategy developed in the Strategy services phase on an ongoing basis until the engagement is terminated in accordance with 4 below.

  2.3 WhatsApp For Business

    2.3.1 Support includes the following:

      2.3.1.1 Customer Support and Communication: Provide instant support, answer queries, and resolve customer issues efficiently through real-time messaging.

      2.3.1.2 Automated Messaging: Set up automated responses for frequently asked questions, welcome messages, or after-hours replies.

      2.3.1.3 Broadcast Messaging: Send updates, promotions, and important announcements to multiple contacts simultaneously while maintaining a personalized approach.

      2.3.1.4 Catalog and Product Listings: Showcase products or services directly within the app, allowing customers to browse and make inquiries without leaving the chat.

      2.3.1.5 Order and Appointment Management: Facilitate order confirmations, booking appointments, and sending reminders to clients, making it easy for them to manage their interactions with your business.

      2.3.1.6 Payment Integration: Enable customers to make payments directly through WhatsApp, simplifying transactions and providing a seamless buying experience.

      2.3.1.7 Customer Segmentation and Targeting: Use WhatsApp labels and lists to segment customers for personalized marketing campaigns based on their interests, purchase history, or engagement level.

      2.3.1.8 Analytics and Reporting: Track message delivery, read rates, and customer engagement to optimize communication strategies and improve customer experience.

      2.3.1.9 Interactive Chatbots: Implement AI-powered chatbots to handle common inquiries, guide customers through product selection, or collect information before passing them to a human agent.

      2.3.1.10 Feedback and Surveys: Gather customer feedback or run quick surveys directly through WhatsApp to enhance services and understand client needs better.

3. FEES AND INVOICING

  3.1 For Strategy services

    3.1.1 We Think will issue an invoice to you for:

      3.1.2 50% of agreed fixed fee upfront at the commencement of the engagement (Invoice 1, contemplated in 2.1.1); and

      3.1.3 50% of agreed fixed fee on receipt of feedback on the second draft of the strategy (Invoice 2, contemplated in 2.1.5).

      3.1.4 Both of the Strategy invoices, Invoice 1 and Invoice 2, will be payable in full, without deduction or set off, on receipt of invoice and We Think will not proceed with the delivery of the remainder of any of the Strategy services, unless and until such time as the relevant invoice is paid.

      3.1.5 A failure to pay one or two of the invoices will not entitle you to make use of any of the Strategy services, including the marketing strategy, prepared and provided to you by We Think.

  3.2 For Marketing services provided in addition to the Strategy services, We Think will issue an invoice to you for the agreed fixed fee at the beginning of each month. You will pay this fee without deduction or set off and within 30 (thirty) days of invoice.

  3.3 We Think shall be entitled to suspend any services to you failing payment of any one or more invoices. If you dispute any invoice, such dispute shall not relieve you of making payment of the invoice, but entitle you to a claim against We Think should the dispute be resolved in your favour.

  3.4 Where international transfer costs are levied on your payment to We Think, these costs will be for your account and will be paid over and above any fees payable to We Think.

  3.5 Any unpaid invoices will accrue interest at prime rate plus 7% per day of late payment. Such interest will be added to the next invoice to be issued and if no such invoice, then interest will be paid on demand from We Think.

  3.6 In addition, should any invoice remain unpaid for a period of 60 days or more, We Think will be entitled to terminate the Terms immediately and shall have no obligation to complete the services or any part thereof and We Think shall be entitled to payment for any work done to date of termination.

  3.7 This clause will survive the termination of these Terms (whether in terms of 4 below or by cancellation for breach).

4. TERMINATION

  4.1 In addition to any rights of suspension or termination set out elsewhere in these Terms, and subject to 7.5 below, either party may terminate these Terms on 30 days’ written notice to the other party.

5. LIMITATION OF LIABILITY AND INDEMNITY

  5.1 Notwithstanding anything to the contrary which may be contained in these Terms, We Think will not be liable for any indirect, special, punitive or consequential damages or losses.

  5.2 With the exception of liability for: (i) a breach of any data protection obligations; (ii) a loss resulting from fraud; or (iii) a loss resulting from any other liability for which restriction or exclusion is prohibited by law, such as due to We Think’s gross negligence or wilful misconduct, the liability of We Think for the aggregate of all claims arising out of or in connection with these Terms in respect of breach of contract or breach of duty or fault or negligence or otherwise (collectively referred to herein as “fault”) shall be:

    5.2.1 no more than that proportion of the loss (including interest and costs) suffered by you, which is ascribed to We Think having regard to the contribution to the loss in question by you or any other person based upon relative degrees of fault, it being a term of these Terms that the provisions of the Apportionment of Damages Act, 34 of 1956 (“the Apportionment Act”) will apply to all claims between the Parties and “fault” and “loss” or “damage” as used herein shall respectively be deemed to fall within the meanings of such terms in Section 1 of the Apportionment Act, provided that for the purposes of assessing the contribution to the loss and damage in question of any other person pursuant to the preceding wording, it is agreed that no account shall be taken of any limit imposed or agreed on the amount of liability of such person by any agreement (including any settlement agreement) made before or after the loss and damage in question occurred; and

    5.2.2 limited to the total fees paid by you to We Think pursuant to these Terms, as at the date on which the claim arises.

  5.3 You hereby indemnify We Think and hold it harmless in respect of any claims brought against it or its employees, directors, shareholders or officers of We Think, by a third party for loss, damage, liability, costs and/or expenses of whatsoever nature incurred as a consequence of or arising from or attributable to the services or otherwise in the implementation of these Terms.

6. INFORMATION PROVIDED TO WE THINK

  6.1 For the purposes of these Terms of Service, any reference to “personal information” shall mean any personally identifiable information generally accepted as such in applicable data protection laws, regardless of form, insofar as such personal information relates to you, your business or affairs, employees, directors, clients, suppliers and/or third parties.

  6.2 We Think will require personal information from you from time to time to provide you with the services you require and you undertake, subject to 6.4, to provide or arrange access to such personal information for We Think as and when We Think determines necessary. This personal information will only be used by We Think for invoicing and other administrative purposes (where such personal information relates to your contact details and invoicing personal information); and/or for the purposes of conducting its business and commercial activities.

  6.3 Unless otherwise agreed between you and We Think and subject to these Terms, We Think will treat personal information provided by you in terms of this clause 6 as confidential.

  6.4 You warrant that you will at all times have the necessary authority, permissions and/or licenses to provide personal information, including but not limited to authority, permissions and/or licenses to provide personal information relating to employees, directors, clients, suppliers and/or third parties (as required).

  6.5 All title, copyright and any other intellectual property in any documents or deliverables and products of whatsoever nature and form generated or amended by We Think as a result of the provision by it of the services will remain vested in We Think as it is, notwithstanding the adaptation and customisation to your needs, the intellectual property and goodwill of We Think’s core business, but We Think grants the necessary license to you to use such intellectual property only to the extent and within the scope of the S&M services provided to you by We Think. The marketing strategy and related services provided by We Think may not be repurposed and/or used as a base for any other similar services to you, a related person to you, or any third or other party.

  6.6 You accept that information that We Think collects may be transferred to or between various countries internationally as a consequence of We Think using information technology hosted or operated by a third party in or from such countries to store and/or process any information in its possession or under its control, which countries may not have data protection laws that are equivalent to those in force in the jurisdiction in which you reside. We Think will, as far as reasonably practicable in the circumstances, use information technology hosted or operated by a third party in or from countries whose data protection laws are equivalent to those in force in the jurisdiction in which you reside.

  6.7 This clause 6 will survive the termination or cancellation of these Terms of Service for any reason whatsoever.

7. GENERAL

  7.1 Client Listing
    You consent to We Think listing you as a client on its website, which listing may include your company name and logo and/or a testimonial provided by you in respect of the services. We Think will change or remove the listing upon receipt of a written request from you to this effect.

  7.2 Severance
    If any provision of these Terms of Service, which is not material to its efficacy as a whole, is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

  7.3 Entire Agreement
    These Terms of Service constitute the entire agreement between the parties in regard to its subject matter. Neither of the parties will have any claim or right of action arising from any undertaking, representation or warranty not included in these Terms of Service.

  7.4 Variations
    No agreement to vary, add to or cancel these Terms of Service will be of any force or effect unless agreed to in writing by or on behalf of both parties.

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

  7.6 Governing Law
    These Terms will be governed by and construed in accordance with the laws of South Africa.

  7.7 Electronic Signatures
    The parties agree that these Terms may be electronically signed by the completion of this form and the checking of a checkbox indicating acceptance. The parties agree that the completion of the form and checking of the checkbox to accept these terms are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.