1. Definitions and Interpretation

In these Terms and Conditions, the following terms shall have the meanings ascribed to them below, unless the context otherwise requires or the parties expressly agree in writing to a different definition:

• "Agreement" means these Terms and Conditions, any Proposal, Service Order, or Statement of Work accepted by the Client, and any schedules, annexures, or addenda incorporated herein by reference, read together as a single binding instrument.
• "Iaspis Acquisition" refers to the business entity operating under the trade name Iaspis Acquisition, a digital marketing and automation agency registered and operating in Johannesburg, Gauteng, Republic of South Africa, including its principals, employees, contractors, agents, and authorised representatives.
• "Client" means the individual, company, close corporation, sole proprietor, trust, or other legal entity that has engaged Iaspis Acquisition to render Services.
• "Services" means the digital marketing, automation, advertising, lead generation, CRM integration, funnel development, website design and development, content creation, campaign management, and any ancillary or related services agreed to be rendered by Iaspis Acquisition to the Client.
• "Proposal" means any written quotation, proposal, service description, or offer issued by Iaspis Acquisition detailing the scope, duration, deliverables, and fees applicable to the Services.
• "Service Order" means a document signed or electronically accepted by the Client confirming acceptance of a Proposal, which together with these Terms forms the binding Agreement.
• "Fees" means all amounts payable by the Client to Iaspis Acquisition for the Services, including setup fees, monthly retainer fees, one-time payments, and any applicable taxes.
• "Ad Spend" means amounts paid directly to third-party advertising platforms including Meta Platforms, Inc. (Facebook and Instagram), Google LLC, and other platforms, for the purpose of running paid advertising campaigns.
• "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Agreement, whether designated as confidential or that reasonably should be understood to be confidential.
• "Intellectual Property" means all rights in and to inventions, designs, brands, trade marks, copyright, software, databases, trade secrets, know-how, processes, methodologies, systems, and any other intellectual property rights, whether registered or unregistered.
• "Personal Information" has the meaning assigned to it under the Protection of Personal Information Act 4 of 2013 (POPIA).
• "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, acts of governmental authority, platform policy changes by third-party advertising networks, or any other extraordinary event that prevents or delays performance.
• "Business Day" means any day other than a Saturday, Sunday, or South African public holiday.
• "Written Notice" means written communication delivered by email to the last known email address of the receiving party, or by registered post to the last known physical address.

In the interpretation of this Agreement: (a) the singular shall include the plural and vice versa; (b) references to natural persons shall include juristic persons; (c) headings are for convenience only; (d) the word "including" shall be construed as "including without limitation"; (e) any reference to legislation includes all amendments thereto.

2. Agreement and Acceptance

These Terms and Conditions govern the relationship between Iaspis Acquisition and the Client in respect of all Services provided. By engaging Iaspis Acquisition — whether by signing a Service Order, paying a deposit or retainer, responding affirmatively to a Proposal by email, or permitting Iaspis Acquisition to commence Services — the Client conclusively acknowledges that it has read, understood, and agrees to be legally bound by this Agreement in its entirety.

If the Client does not agree with any provision of this Agreement, the Client must not engage Iaspis Acquisition and must not permit the commencement of Services. Continued engagement following the communication of these Terms shall constitute acceptance thereof.

The Client represents and warrants that: (a) it has full legal capacity and authority to enter into this Agreement; (b) if the Client is a juristic person, the individual executing this Agreement has the requisite authority to bind the Client; (c) it is not prohibited by any applicable law, court order, or other restriction from entering into this Agreement; (d) no third-party consent is required that has not already been obtained.

These Terms shall supersede all prior oral or written communications, representations, warranties, agreements, or understandings between the parties relating to the subject matter hereof, except to the extent such prior agreements are expressly incorporated by reference herein.

3. Scope of Services

Iaspis Acquisition agrees to render the Services as specifically described in the applicable Proposal or Service Order accepted by the Client. Services may include, depending on the specific package engaged by the Client:

• Digital advertising campaign creation, management, and optimisation on Meta platforms (Facebook and Instagram) and other applicable platforms;
• Design, development, and deployment of conversion-optimised landing pages and websites;
• Automated lead capture system setup including form integrations and data collection configurations;
• WhatsApp automation workflows and chatbot configuration;
• Email follow-up sequence creation and deployment;
• Customer Relationship Management (CRM) system setup and pipeline configuration;
• Booking calendar integration and appointment management systems;
• Lead qualification logic and filtering automations;
• Appointment reminder and no-show reduction workflows;
• Analytics and conversion tracking dashboard setup;
• Ongoing campaign monitoring, reporting, and optimisation;
• Custom automation workflows as agreed in any Custom Automation engagement.

The specific scope, deliverables, timelines, and technical specifications applicable to each Client engagement shall be set out in the relevant Proposal or Service Order. Iaspis Acquisition reserves the right to determine the manner, method, tools, platforms, and processes by which it delivers the Services, provided that such determinations are consistent with the agreed scope.

Any Services not expressly described in the applicable Proposal or Service Order shall be treated as out-of-scope and may be provided at additional cost upon written agreement by both parties. Iaspis Acquisition is under no obligation to provide out-of-scope services without a separate written agreement and fee arrangement.

Iaspis Acquisition may engage qualified subcontractors, freelancers, or third-party service providers in the performance of Services. Iaspis Acquisition shall remain responsible for the acts and omissions of its subcontractors to the same extent as if the services were rendered by Iaspis Acquisition directly.

4. Payment and Fees

The Client agrees to pay all Fees as specified in the applicable Proposal or Service Order, in the amounts, currency, and on the timelines set out therein. All Fees are quoted in South African Rand (ZAR) unless otherwise agreed in writing. All amounts are exclusive of Value Added Tax (VAT) unless expressly stated otherwise.

Payment terms and conditions applicable to each engagement include:

• Initial or setup fees are payable prior to the commencement of Services, unless otherwise agreed in writing;
• Recurring monthly or periodic fees are payable in advance at the commencement of each billing cycle;
• Invoices issued by Iaspis Acquisition are payable within seven (7) Business Days of the invoice date, unless otherwise specified;
• Payment shall be made by electronic funds transfer (EFT) or such other method as Iaspis Acquisition may specify;
• The Client is solely responsible for all Ad Spend and must maintain sufficient funds in the relevant advertising platform accounts.

Late payment: If any amount due under this Agreement is not received by the due date, Iaspis Acquisition reserves the right to: (a) charge interest on the outstanding amount at 2% per month, compounded monthly; (b) suspend all Services until all outstanding amounts are paid in full; (c) terminate this Agreement in accordance with Section 10; and/or (d) recover all costs of collection, including reasonable attorney fees on an attorney-client scale.

All Fees paid are non-refundable except as expressly set out in the Refund and Cancellation Policy. Ad Spend paid to third-party advertising platforms is non-refundable under any circumstances, including upon termination or cancellation of Services.

5. Client Responsibilities

The Client acknowledges that the delivery of Services depends upon the timely cooperation, provision of materials, and fulfilment of obligations by the Client. The Client agrees to:

• Provide all information, materials, assets, access credentials, and content required by Iaspis Acquisition within the timelines reasonably specified, including brand assets, business information, photography, video content, and copies;
• Grant Iaspis Acquisition access to all necessary platforms, accounts, and systems, including advertising accounts, CRM systems, website backends, social media accounts, and analytics platforms;
• Maintain adequate Ad Spend budgets in advertising platform accounts and ensure that billing information remains current and valid;
• Review and approve deliverables, content, creatives, and campaigns within five (5) Business Days of submission, failing which deemed approval shall apply;
• Respond to communications from Iaspis Acquisition within two (2) Business Days, and to urgent communications within twenty-four (24) hours;
• Ensure that all information, content, and materials provided are accurate, complete, lawfully obtained, and do not infringe the intellectual property rights or other rights of any third party;
• Comply with all applicable laws and platform policies in connection with its use of the Services and advertising campaigns;
• Promptly notify Iaspis Acquisition of any material changes to the Client's business, target market, products or services, or brand that may affect the delivery or effectiveness of the Services.

The Client acknowledges that delays or failures on the Client's part to fulfil its responsibilities under this section may result in delays in the delivery of Services, for which Iaspis Acquisition shall not be liable.

6. Intellectual Property

Subject to full payment of all Fees due, Iaspis Acquisition assigns to the Client the rights in any original creative works developed specifically and exclusively for the Client under this Agreement, including landing page designs, ad copy, and graphic creatives created solely for the Client's campaigns, to the extent such works are capable of assignment. This assignment shall take effect only upon receipt of full payment.

The following shall remain the exclusive property of Iaspis Acquisition and are expressly excluded from any assignment:

• All methodologies, processes, frameworks, systems, tools, templates, and know-how developed or used by Iaspis Acquisition, including the DRE Methodology and the Pure Client Acquisition Methodology;
• All pre-existing works, software, code libraries, tools, and materials of Iaspis Acquisition that are incorporated into or used in connection with the Services;
• All automation frameworks, workflow templates, CRM configurations, email sequence structures, and funnel architectures that form part of Iaspis Acquisition's proprietary systems;
• All third-party software, platforms, tools, and services integrated into the Services, which remain subject to their respective licenses.

The Client grants Iaspis Acquisition a non-exclusive, royalty-free licence to use the Client's trademarks, brand assets, and other materials solely for the purpose of delivering the Services during the term of this Agreement. Iaspis Acquisition reserves the right to reference the Client engagement as a case study for marketing purposes, unless the Client expressly objects in writing within thirty (30) days of project completion.

7. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and to take all reasonable precautions to protect such information using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

Neither party shall disclose the other party's Confidential Information to any third party without prior written consent, except: (a) to its employees, officers, directors, contractors, or professional advisors who have a need to know such information and who are bound by obligations of confidentiality no less restrictive than those set out herein; (b) as required by applicable law, court order, or regulatory requirement, provided that prompt written notice is given where permitted by law.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years. The obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known by the receiving party before receipt; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully received from a third party without restriction.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IASPIS ACQUISITION'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, DELICT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO IASPIS ACQUISITION IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

IN NO EVENT SHALL IASPIS ACQUISITION BE LIABLE FOR: (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, DATA, OR ANTICIPATED SAVINGS; (c) ANY DAMAGES ARISING FROM THE CLIENT'S RELIANCE ON RESULTS, PROJECTIONS, OR METRICS; (d) ANY LOSS ARISING FROM CHANGES TO ADVERTISING PLATFORM POLICIES, ALGORITHMS, OR PRICING; (e) ANY FAILURE TO GENERATE SPECIFIC NUMBERS OF LEADS, ENQUIRIES, CLIENTS, OR REVENUE; (f) PERFORMANCE OF THIRD-PARTY PLATFORMS, SERVICES, OR TOOLS.

The Client acknowledges that digital advertising and lead generation results are inherently variable and subject to numerous factors beyond Iaspis Acquisition's control, including market conditions, platform algorithm changes, seasonality, competition, and the quality of the Client's offers. Nothing in this Agreement shall limit or exclude liability for fraud, wilful misconduct, or death or personal injury caused by negligence, to the extent prohibited by applicable South African law.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Iaspis Acquisition, its principals, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees on an attorney-client scale) arising out of or relating to: (a) the Client's breach of any provision of this Agreement; (b) any content, materials, or information provided by the Client that infringes any third-party intellectual property rights or violates any applicable law; (c) the Client's use of the Services in violation of any applicable law or platform policy; (d) any claims by the Client's customers, leads, or prospects arising from interactions with automated systems, chatbots, or communications delivered through the Services; (e) the Client's misrepresentation of its business, services, products, or offers in connection with advertising campaigns.

10. Termination

Either party may terminate this Agreement by providing Written Notice. Where no specific notice period is stated in the Proposal or Service Order, thirty (30) days' Written Notice shall apply.

Iaspis Acquisition may terminate this Agreement with immediate effect upon Written Notice to the Client if: (a) the Client fails to pay any amount due within fifteen (15) days of the due date after receipt of a written demand; (b) the Client materially breaches any provision and fails to remedy such breach within ten (10) Business Days of receiving Written Notice; (c) the Client engages in fraudulent, unlawful, or unethical conduct; (d) the Client is placed under provisional or final liquidation, business rescue, sequestration, or similar proceedings; or (e) continued performance would cause Iaspis Acquisition to violate any applicable law or platform policy.

Upon termination: (a) all amounts due shall become immediately payable; (b) Iaspis Acquisition shall cease all active Services; (c) each party shall return or destroy the other party's Confidential Information within fourteen (14) Business Days; (d) Sections 1, 6, 7, 8, 9, 11, 12, and 14 shall survive termination.

11. Dispute Resolution

The parties shall attempt to resolve any dispute through good-faith negotiation. Either party may initiate the process by providing Written Notice identifying the dispute. The parties shall meet within fifteen (15) Business Days of such notice to attempt resolution. If the dispute is not resolved within thirty (30) Business Days, either party may refer it to mediation conducted under the auspices of the Arbitration Foundation of South Africa (AFSA). The costs of mediation shall be shared equally unless the mediator directs otherwise.

If mediation fails within forty-five (45) days of mediator appointment, either party may refer the dispute to arbitration under the rules of AFSA, conducted by a single arbitrator appointed in accordance with such rules. The arbitration shall be conducted in Johannesburg, in English, and the arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek urgent interim relief from any court of competent jurisdiction without first complying with these procedures.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Republic of South Africa, specifically the Gauteng Local Division (Johannesburg) of the High Court of South Africa, for the resolution of any disputes not resolved through the dispute resolution procedures herein.

13. Amendments and Entire Agreement

Iaspis Acquisition reserves the right to amend these Terms and Conditions by providing the Client with Written Notice of the amended Terms. Amended Terms shall take effect thirty (30) days after the date of notification unless the Client objects in writing before the effective date. Continued use of the Services after the effective date of amendments shall constitute acceptance.

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and representations. No waiver of any right under this Agreement shall operate as a waiver of any other or future right. Any waiver must be in writing and signed by an authorised representative of the waiving party.

14. Contact Information

All notices, demands, and communications under this Agreement shall be directed to:

Iaspis Acquisition
Johannesburg, Gauteng, Republic of South Africa
Website: iaspisacquisition.com
Booking: cal.eu/iaspis-acquisition-mtbvsk/book-a-time-with-tawana

Notices sent by email shall be deemed received on the Business Day following transmission with electronic confirmation. Notices sent by registered post shall be deemed received five (5) Business Days after posting.

1. Introduction and Commitment

Iaspis Acquisition ("we," "us," "our") is committed to protecting the privacy and personal information of all individuals with whom we interact. This Data Protection Policy ("Policy") describes how we collect, process, store, protect, disclose, and dispose of personal information in accordance with the Protection of Personal Information Act 4 of 2013 ("POPIA") and the accompanying Regulations (GN 1383 of 2020), as administered by the Information Regulator of South Africa.

This Policy applies to: (a) personal information collected from individuals who visit our website or interact with our digital properties; (b) personal information collected from clients and prospective clients who engage with our services; (c) personal information of leads and contacts generated through our clients' advertising campaigns, to the extent that we process such information as an operator on behalf of our clients; (d) personal information of employees, contractors, and agents of Iaspis Acquisition.

We process personal information in good faith, lawfully, and in a manner that does not adversely affect the privacy and dignity of data subjects. We are committed to ensuring that our processing activities are transparent, purposeful, and proportionate.

2. Responsible Party Information

The responsible party (as defined under POPIA) for personal information processed by Iaspis Acquisition in connection with its own operations is Iaspis Acquisition, Johannesburg, Gauteng, Republic of South Africa. Website: iaspisacquisition.com.

Where Iaspis Acquisition processes personal information on behalf of a client, Iaspis Acquisition acts as an operator as defined under POPIA, and the client is the responsible party. In such cases, processing is governed by the Data Processing Addendum concluded between Iaspis Acquisition and the relevant client.

3. Categories of Personal Information Collected

We may collect and process the following categories of personal information, depending on the nature of your interaction with us:

• Identity information: Full names, surname, job title, and company or business name;
• Contact information: Email address, telephone number (including WhatsApp contact), physical address, and postal address;
• Financial information: Banking details, invoicing information, and payment history;
• Business information: Business type, industry sector, service offerings, target market descriptions, and marketing objectives;
• Communications data: Records of communications between us and clients, including emails, messages, call notes, and meeting records;
• Technical data: IP addresses, browser type and version, operating system, referral source, pages visited, session duration, and other analytics data;
• Lead information (processed as operator): Names, contact numbers, email addresses, property or service inquiry details, and other information submitted by third-party leads through landing pages operated on behalf of clients;
• Usage data: Information about how clients and contacts use our automated systems, CRM platforms, booking tools, and other software systems.

We do not intentionally collect special personal information (as defined under POPIA, including information relating to health, racial or ethnic origin, religious or philosophical beliefs, trade union membership, political affiliation, biometric information, or criminal records) unless specifically required and with the explicit consent of the data subject.

4. Collection Methods

We collect personal information through the following channels and methods:

• Direct collection: Information provided when individuals complete strategy call booking forms, contact forms, or other intake forms on our website or via third-party booking platforms (including cal.com and Cal.eu);
• Advertising and marketing campaigns: Information submitted through lead generation forms on Meta platforms (Facebook and Instagram) or other advertising platforms operated on behalf of our clients;
• Landing pages and funnels: Information submitted through landing pages, conversion funnels, and chatbot interactions designed and operated by Iaspis Acquisition on behalf of clients;
• WhatsApp and messaging platforms: Communications initiated via WhatsApp Business and other messaging platforms integrated into our automated systems;
• Automated technical collection: Cookies, web beacons, pixels (including Meta Pixel and similar tracking technologies), server logs, and similar technologies that collect technical and behavioural data;
• Business communications: Information shared during meetings, consultations, strategy calls, and email communications.

5. Purposes of Processing

We process personal information for the following specific, explicitly defined, and legitimate purposes:

• To provide, deliver, manage, and improve our digital marketing and automation services to clients;
• To communicate with prospective clients regarding our services, respond to enquiries, and facilitate strategy call bookings;
• To manage client relationships, including billing, invoicing, and contract administration;
• To operate lead generation systems, CRM platforms, and automation workflows on behalf of clients;
• To send marketing communications to prospective clients where permitted under applicable law and with appropriate consent;
• To comply with legal and regulatory obligations, including tax laws and POPIA;
• To protect the security and integrity of our systems, website, and services;
• To analyse and improve the performance of advertising campaigns, funnels, and automation systems operated on behalf of clients;
• To manage and enforce our contractual rights and obligations.

6. Lawful Basis for Processing

We process personal information on the following lawful bases under POPIA: (a) Contractual necessity: Processing required to enter into or perform a contract; (b) Legal obligation: Processing required to comply with applicable laws and regulations; (c) Legitimate interests: Processing necessary for our legitimate business interests, provided such interests are not overridden by the data subject's rights and freedoms; (d) Consent: Where we rely on consent, we ensure it is freely given, specific, informed, and unambiguous. Data subjects may withdraw consent at any time without detriment, although such withdrawal will not affect the lawfulness of processing prior to withdrawal.

7. Disclosure to Third Parties

We may disclose personal information to the following categories of third parties:

• Technology and platform providers: Including Meta Platforms (Facebook/Instagram), Google, WhatsApp Business API providers, CRM platforms (such as GoHighLevel), email marketing tools, booking platforms (cal.com / Cal.eu), analytics services, and automation platforms;
• Subcontractors and service providers: Third parties engaged to assist in the delivery of our services, bound by contractual obligations of confidentiality and data protection;
• Our clients: Where Iaspis Acquisition operates as an operator, lead and contact information is made available to the relevant client who is the responsible party;
• Professional advisors: Attorneys, accountants, auditors, and other professional advisors bound by professional obligations of confidentiality;
• Regulatory and legal authorities: Where required by law, court order, or regulatory requirement.

We do not sell, rent, or trade personal information to third parties for their own marketing purposes.

8. Cookies and Tracking Technologies

Our website and the landing pages and funnels we operate use cookies, pixels, and similar tracking technologies. These may include: (a) essential cookies necessary for the operation of the website; (b) analytics cookies that help us understand how visitors interact with our digital properties; (c) advertising and remarketing pixels (including the Meta Pixel) that enable targeted advertising. Where applicable, we implement a cookie consent mechanism and honour user preferences regarding non-essential tracking.

9. Data Security

We implement and maintain appropriate technical and organisational security measures to protect personal information against unauthorised access, disclosure, alteration, destruction, or accidental loss. These measures include: (a) access controls limiting access to personal information to authorised personnel on a need-to-know basis; (b) use of reputable, security-certified third-party platforms and service providers; (c) use of encrypted connections (HTTPS/TLS) for data transmission; (d) secure credential management practices; (e) regular review of security practices. In the event of a security compromise likely to result in risk to the rights and freedoms of data subjects, we will notify the Information Regulator and affected data subjects in accordance with POPIA requirements.

10. Data Retention

We retain personal information for no longer than is necessary for the purposes for which it was collected, unless a longer retention period is required by applicable law or regulatory obligation. Retention periods are determined based on the nature of the information, the purpose of processing, applicable statutory retention requirements (including tax and accounting legislation), and legitimate business needs. Following the expiry of the applicable retention period, personal information is securely destroyed, deleted, or de-identified.

11. International Transfers

In the course of delivering services, personal information may be transferred to or processed by third-party service providers and platforms located outside the Republic of South Africa, including Meta Platforms (USA), Google (USA), and other technology providers. Where such transfers occur, we take steps to ensure that adequate levels of data protection are maintained, including through standard contractual clauses or other appropriate safeguards recognised under POPIA. By engaging with our services, data subjects acknowledge and consent to such international transfers where applicable.

12. Data Subject Rights under POPIA

Data subjects have the following rights in respect of their personal information under POPIA:

• The right to be notified that personal information about them is being collected;
• The right to request access to personal information held about them;
• The right to request correction or deletion of inaccurate, incomplete, misleading, or unlawfully obtained personal information;
• The right to object to the processing of personal information on reasonable grounds;
• The right to withdraw consent where processing is based on consent;
• The right to lodge a complaint with the Information Regulator (www.justice.gov.za/inforeg/).

To exercise any of these rights, data subjects may contact us via our booking link. We will respond to all legitimate requests within thirty (30) days of receipt.

13. Policy Updates

We reserve the right to update this Policy from time to time to reflect changes in our processing activities, legal requirements, or operational practices. Material changes will be communicated to clients via Written Notice or prominent notice on our website. The most current version of this Policy is always available on our website.

14. Contact Details

Iaspis Acquisition
Johannesburg, Gauteng, Republic of South Africa
Website: iaspisacquisition.com

You may also lodge a complaint with the Information Regulator of South Africa:
Information Regulator (South Africa)
JD House, 27 Stiemens Street, Braamfontein, Johannesburg, 2001
Website: www.justice.gov.za/inforeg/

1. Definitions and Scope

This Data Processing Addendum ("DPA") forms part of and is incorporated into the Agreement between Iaspis Acquisition ("Processor") and the Client ("Controller") and governs the processing of personal information by Iaspis Acquisition on behalf of the Client in connection with the delivery of Services. Capitalised terms not defined herein have the meanings given in the Agreement or in the Protection of Personal Information Act 4 of 2013 ("POPIA").

In this DPA: "Controller" refers to the Client as the party that determines the purpose and means of processing of personal information; "Processor" refers to Iaspis Acquisition as the party that processes personal information on behalf of the Controller; "Data Subject" means an identifiable natural person whose personal information is processed; "Processing" includes collection, recording, storage, retrieval, alteration, dissemination, use, merging, linking, restriction, destruction, or deletion; "Security Compromise" means the unlawful access to, or acquisition of, personal information held by or on behalf of a responsible party.

2. Subject Matter and Purpose of Processing

The subject matter of processing under this DPA is the personal information of leads, contacts, enquirers, and other data subjects collected through the advertising campaigns, landing pages, chatbots, CRM systems, and automation workflows operated by Iaspis Acquisition on behalf of the Controller as part of the Services.

The purposes of processing are: (a) collecting lead and enquiry data from landing pages, forms, and advertising platforms on behalf of the Controller; (b) processing and qualifying lead data through automated workflows; (c) storing lead and contact data in CRM systems accessible to the Controller; (d) executing automated communication sequences (email, WhatsApp, SMS) to leads on behalf of the Controller; (e) tracking campaign performance and generating analytics reports for the Controller; (f) facilitating appointment bookings on behalf of the Controller.

3. Categories of Data and Data Subjects

Categories of data subjects whose personal information is processed include: prospective clients of the Controller who submit enquiries through advertising campaigns or landing pages; individuals who interact with chatbots or automated communication systems operated on behalf of the Controller; individuals who book appointments through scheduling systems operated on behalf of the Controller.

Categories of personal information processed include: contact details (name, email address, telephone number, WhatsApp number); property or service enquiry details; geographic location information; interaction and behavioural data (form submissions, chatbot interactions, email open and click data); appointment and booking information.

4. Controller's Obligations and Instructions

The Controller: (a) confirms that it has a lawful basis for the collection and processing of the personal information of data subjects and has met all applicable notification and consent requirements under POPIA; (b) shall issue documented instructions to the Processor specifying the purposes for which personal information may be processed; (c) shall ensure that it has implemented its own appropriate privacy notice informing data subjects of the processing of their personal information; (d) shall promptly notify the Processor of any changes to applicable data protection laws that may affect the processing activities under this DPA; (e) shall be responsible for the accuracy and lawfulness of the personal information provided to the Processor.

The Processor shall process personal information only on the documented instructions of the Controller, unless required by applicable law to process otherwise, and shall promptly notify the Controller if it believes any instruction would violate applicable law.

5. Processor's Obligations and Safeguards

The Processor agrees to: (a) process personal information only as necessary to provide the Services and in accordance with the Controller's documented instructions; (b) not process personal information for any purpose other than as set out in this DPA without the Controller's prior written consent; (c) ensure that persons authorised to process personal information are subject to appropriate confidentiality obligations; (d) implement and maintain appropriate technical and organisational security measures to protect personal information; (e) promptly notify the Controller of any request received directly from a data subject without responding unless expressly authorised by the Controller or required by law; (f) cooperate with the Controller to enable the Controller to respond to data subject rights requests under POPIA; (g) make available to the Controller such information as is reasonably necessary to demonstrate compliance with this DPA.

6. Sub-Processors

The Controller grants the Processor a general authorisation to engage sub-processors in connection with the performance of the Services. Current sub-processors engaged by the Processor include: Meta Platforms, Inc. (advertising and lead forms); GoHighLevel Inc. (CRM, email, SMS, and automation platform); WhatsApp Business API providers; Cal.com (appointment scheduling); email delivery service providers; web hosting and CDN providers.

The Processor shall: (a) enter into written data processing agreements with all sub-processors containing data protection obligations substantially equivalent to those set out in this DPA; (b) remain liable to the Controller for the acts and omissions of sub-processors; (c) notify the Controller of any intended changes to sub-processors, giving the Controller a reasonable opportunity to object on data protection grounds.

7. Security Compromise and Breach Notification

The Processor shall, without undue delay and in any event within forty-eight (48) hours of becoming aware of a Security Compromise involving personal information processed under this DPA, notify the Controller in writing. Such notification shall include: (a) a description of the nature of the Security Compromise, including where possible the categories and approximate number of data subjects affected; (b) contact details of the Processor's data protection contact; (c) a description of the likely consequences of the Security Compromise; (d) a description of the measures taken or proposed to address the Security Compromise.

The Processor shall cooperate with the Controller and take such steps as are reasonably directed by the Controller to assist in the investigation, mitigation, and remediation of any Security Compromise. The Controller shall be solely responsible for determining whether and how to notify affected data subjects and the Information Regulator, as required under POPIA.

8. International Data Transfers

The parties acknowledge that certain sub-processors engaged by the Processor are located outside the Republic of South Africa. Personal information may be transferred to and processed in countries outside South Africa where sub-processor platforms are operated. Such transfers occur in the ordinary course of delivering digital marketing and automation services. The Processor shall take reasonable steps to ensure that such transfers are subject to appropriate safeguards. The Controller, by entering into this DPA, consents to such transfers as described herein.

9. Retention, Deletion, and Return of Data

Upon the termination or expiration of the Agreement, the Processor shall, at the Controller's election: (a) return to the Controller all personal information processed on its behalf in a commonly used machine-readable format within thirty (30) days; or (b) securely delete and destroy all personal information (including copies and backups) within thirty (30) days, and certify such deletion in writing. The Processor shall be entitled to retain personal information for such additional period as may be required by applicable law, and shall notify the Controller of such retention and the legal basis therefor.

10. Audit Rights

The Processor shall, upon not less than thirty (30) days' written notice, make available to the Controller or its designated auditor all information reasonably necessary to demonstrate compliance with this DPA and permit and contribute to audits. The Controller shall: (a) ensure that any audit is conducted in a manner that does not unreasonably disrupt the Processor's operations; (b) bear all costs associated with any audit, unless the audit reveals a material breach of this DPA by the Processor; (c) ensure that the auditor is subject to appropriate confidentiality obligations.

11. Duration

This DPA shall remain in force for the duration of the Agreement and shall automatically terminate upon the termination or expiry of the Agreement. The obligations relating to security, confidentiality, and the return or deletion of data shall survive the termination of this DPA for such period as may be required by applicable law.

1. No Guarantee of Results

Iaspis Acquisition expressly and unequivocally disclaims any guarantee, representation, warranty, or promise, whether express or implied, regarding the financial results, business outcomes, revenue, profit, client acquisition numbers, lead volumes, booking rates, or any other measure of performance that a Client may experience as a result of engaging Iaspis Acquisition's Services.

Any reference to typical outcomes, expected results, case studies, client testimonials, projected figures, or performance metrics on our website, in our proposals, in our marketing materials, in strategy calls, or in any other communication from Iaspis Acquisition is provided for illustrative and educational purposes only. Such references are not, and should not be construed as, promises, guarantees, or warranties of specific results. Actual results will vary significantly between clients, markets, industries, and time periods.

THE NATURE OF DIGITAL MARKETING, PAID ADVERTISING, AND LEAD GENERATION IS INHERENTLY VARIABLE AND SUBJECT TO NUMEROUS FACTORS ENTIRELY OUTSIDE THE CONTROL OF IASPIS ACQUISITION. PAST PERFORMANCE OF ANY SYSTEM, CAMPAIGN, OR STRATEGY DOES NOT GUARANTEE FUTURE RESULTS.

2. Factors Affecting Results

Results achieved through our Services depend upon a complex and interdependent set of variables, including but not limited to:

• Client's offer quality and value proposition: The perceived value, pricing, positioning, and market fit of the Client's services or products relative to the target market;
• Client's sales ability and responsiveness: The Client's ability to handle, convert, and close leads generated through the system, including speed of response to enquiries, sales process quality, and follow-through;
• Market conditions and competition: Local and national economic conditions, market saturation, competitive landscape, and consumer demand in the Client's specific industry and geographic area;
• Advertising budget and Ad Spend: The level of investment in paid advertising directly affects reach, lead volume, and campaign performance. Insufficient Ad Spend limits the ability of any system to generate results at scale;
• Platform algorithm changes: Meta, Google, and other advertising platforms frequently update their algorithms, bidding systems, ad policies, and audience targeting capabilities, which may materially affect campaign performance;
• Audience and targeting factors: The size, quality, and behaviour of the available target audience, including audience saturation and changes in audience behaviour over time;
• Geographic and seasonal factors: The Client's geographic location, local market dynamics, and seasonal fluctuations in demand;
• Client cooperation and content quality: The quality of materials, photography, video content, and copy provided by the Client for use in campaigns;
• Lead quality and intent: Not all leads generated through advertising are equally qualified, and the proportion of leads that convert to booked calls or paying clients will vary significantly;
• Execution and consistency: Consistent implementation of follow-up processes, CRM management, and engagement with the system by the Client's team;
• Third-party platform reliability: The reliability, uptime, and policy compliance requirements of third-party platforms including Meta, WhatsApp, email service providers, and CRM platforms;
• Time and patience: Digital marketing systems typically require time to optimise, learn, and produce consistent results. Short-term results may not be representative of long-term performance.

3. No Financial or Professional Advice

Nothing in any communication from Iaspis Acquisition, including its website, proposals, strategy calls, email communications, or service deliverables, constitutes financial, legal, tax, investment, accounting, or professional business advice. Clients are strongly advised to seek independent professional advice from qualified financial advisors, attorneys, accountants, and other relevant professionals before making significant business decisions based on projected or anticipated outcomes from our Services.

Iaspis Acquisition does not represent or warrant that any particular advertising strategy, lead generation system, or automation workflow is suitable for any specific business, industry, or situation. The Client is solely responsible for evaluating the suitability and appropriateness of our Services for its own business needs and circumstances.

4. Ad Spend Risk and Platform Risk

The Client acknowledges and accepts that: (a) all amounts paid directly to third-party advertising platforms as Ad Spend are at the Client's sole risk; (b) Iaspis Acquisition has no control over and bears no responsibility for the performance of third-party advertising platforms, including platform outages, ad account suspensions, policy enforcement actions, algorithm changes, or cost-per-result fluctuations; (c) advertising platforms may suspend, restrict, or terminate advertising accounts at their sole discretion for policy violations, billing issues, or other reasons; (d) Ad Spend is entirely non-refundable, whether by Iaspis Acquisition or by the third-party advertising platform; (e) the Client is responsible for complying with all applicable advertising platform policies and for ensuring that the content and offers being advertised are lawful and compliant.

5. Testimonials and Case Studies

Any testimonials, case studies, client success stories, or performance examples referenced in our marketing materials, website, social media, or communications represent the individual experiences of specific clients under specific conditions at specific points in time. These examples are not representative of typical results and are not intended to suggest that all clients will achieve similar or comparable outcomes. Individual results will vary. The identification of any client, business, or campaign in a testimonial or case study does not imply endorsement of Iaspis Acquisition's Services beyond the specific statement made.

6. Client Responsibility

The Client remains solely responsible for all business decisions made in connection with or following the engagement of Iaspis Acquisition's Services. This includes, without limitation: (a) decisions about the allocation of advertising budgets; (b) pricing and positioning of services or products; (c) hiring of staff or contractors to handle leads; (d) operational changes made in anticipation of increased lead volume; (e) financial commitments made in reliance on projected or expected outcomes.

Iaspis Acquisition shall not be liable for any losses, damages, costs, or liabilities suffered by the Client as a result of business decisions made in reliance on projected, anticipated, or expected results from the Services, whether or not such results were achieved.

7. No Guarantee of Sales or Bookings

Iaspis Acquisition specifically disclaims any guarantee that the use of its Services will result in any specific number of sales, booked appointments, signed clients, revenue generated, or any other quantifiable business outcome. Lead generation systems create opportunities for client acquisition; they do not guarantee that any particular lead or quantity of leads will result in a booked call, signed contract, or completed sale. Conversion of leads to clients depends primarily on the Client's offer, sales skills, responsiveness, and other factors entirely within the Client's control.

1. Overview and Policy Purpose

This Refund and Cancellation Policy ("Policy") sets out the rights and obligations of Iaspis Acquisition and its Clients with respect to the cancellation of Services and the eligibility for refunds of Fees paid. This Policy forms an integral part of the Agreement between Iaspis Acquisition and the Client and should be read in conjunction with the Terms and Conditions and any applicable Proposal or Service Order.

Iaspis Acquisition is committed to delivering measurable value through its Services and stands behind the quality of its work. This Policy reflects a fair and transparent approach to situations where Clients may wish to discontinue Services or where circumstances arise that may give rise to a refund entitlement.

2. Cancellation Rights

Any Client may cancel their engagement with Iaspis Acquisition at any time by providing Written Notice. "Written Notice" for the purposes of this Policy means a written communication sent by email to the designated contact email address of Iaspis Acquisition, clearly stating the Client's intention to cancel the Service, the specific Service or engagement to be cancelled, and the effective date of cancellation.

Unless otherwise specified in the applicable Proposal or Service Order:

• PCA System (6-Month Plan): The Client may cancel by providing thirty (30) days' Written Notice. No further billing cycles shall be initiated after the notice period expires. The Client shall remain liable for all amounts payable in respect of the notice period.
• PCA System (12-Month Plan): The Client may cancel by providing thirty (30) days' Written Notice. The Client shall remain liable for all amounts payable in respect of the notice period. Where the Client cancels without qualifying for a refund under Section 3, no early termination fee shall apply beyond the notice period obligations.
• CNL System: The Client may cancel at any time by providing thirty (30) days' Written Notice. The monthly nature of this plan ensures that the Client is never locked into a period beyond the current billing cycle plus the notice period.
• Custom Automation: Cancellation terms for Custom Automation engagements shall be as specified in the applicable Proposal or Statement of Work. Where no specific terms are stated, thirty (30) days' Written Notice shall apply.

Verbal, telephonic, or social media-based cancellation requests shall not be deemed effective notice of cancellation unless confirmed in writing by a duly authorised representative of Iaspis Acquisition.

3. Refund Eligibility — The 60-Day Results Guarantee

Iaspis Acquisition offers a conditional results-based refund for Clients who do not see qualifying results within sixty (60) days of the formal commencement of the system, subject to the conditions and exclusions set out in this Policy.

Definition of "Results": For the purposes of this Policy, "Results" are defined as at least one of the following outcomes generated through the Iaspis Acquisition system during the sixty (60) day period: (a) at least one booked strategy or sales call with a prospective client generated directly through the advertising campaigns or automated systems; (b) at least three qualified leads delivered to the Client's CRM or designated pipeline; or (c) at least one client generated — meaning a prospective lead that has signed a contract or made a payment to the Client as a result of the system.

Definition of "Qualified Lead": A qualified lead means a lead that: (i) was generated directly through the advertising campaigns or lead capture systems operated by Iaspis Acquisition on behalf of the Client; (ii) meets the basic qualification criteria agreed between the Client and Iaspis Acquisition at the commencement of the engagement (including target market, geographic area, and enquiry type); and (iii) has provided valid contact information (name, phone number, and/or email address) and is contactable by the Client.

Eligibility Conditions: To be eligible for a refund under this Policy, the Client must satisfy all of the following conditions:

• The Client must have been a paying client of Iaspis Acquisition under an active Agreement for a period of not less than sixty (60) days from the date all required systems were live and operational;
• The Client must have provided all required materials, access credentials, content, and information requested by Iaspis Acquisition in a timely manner;
• The Client must have maintained adequate and uninterrupted Ad Spend in the advertising platform accounts throughout the sixty (60) day period, at the budget level agreed with Iaspis Acquisition;
• The Client must have responded to Iaspis Acquisition's communications within two (2) Business Days throughout the engagement;
• The Client must have actively followed up with and engaged all leads generated through the system in a timely manner;
• The Client must have complied with all obligations under the Agreement and this Policy;
• The refund claim must be submitted in writing within seven (7) days following the expiry of the sixty (60) day period.

4. Refund Scope and Amount

Where a refund is determined to be due under Section 3, the refund shall apply to the Service Fees paid to Iaspis Acquisition for the sixty (60) day period in question, less any amounts attributable to setup, onboarding, and initial system build activities. The refund shall not under any circumstances include: (a) any Ad Spend paid to third-party advertising platforms; (b) any amounts paid to third-party tool providers, software platforms, or sub-contractors; (c) any amounts attributable to the initial setup, website build, landing page design, or one-time deliverables that were delivered to the Client.

Iaspis Acquisition retains the right to conduct a reasonable review of the Client's engagement, including verification of the fulfilment of all eligibility conditions in Section 3, before determining the amount of any refund due. The findings of such review shall be binding.

5. Exclusions from Refund Eligibility

No refund shall be payable in the following circumstances:

• The Client failed to provide required materials, access, content, or information within the timelines specified by Iaspis Acquisition, resulting in delays to the system launch or campaign delivery;
• The Client's advertising account was suspended, restricted, or disabled by the advertising platform due to the Client's own conduct, content, or policy violations;
• The Client failed to maintain adequate Ad Spend, reduced the Ad Spend budget below the agreed minimum, or paused advertising campaigns without the written agreement of Iaspis Acquisition;
• The Client failed to follow up with leads generated through the system within a reasonable time (generally within twenty-four (24) hours of receipt);
• The Client's offer, pricing, positioning, or product quality was determined to be the primary cause of poor conversion rates;
• The Client cancelled the Service before the expiry of the sixty (60) day period;
• The Client is in breach of any provision of the Agreement at the time of the refund claim;
• The Client engaged another marketing agency, consultant, or contractor to work on the same advertising accounts, landing pages, or systems during the sixty (60) day period without the written agreement of Iaspis Acquisition;
• Poor results were attributable to Force Majeure Events or factors outside the reasonable control of Iaspis Acquisition;
• The refund claim was submitted after the seven (7) day deadline specified in Section 3.

6. Processing of Refunds

Approved refunds shall be processed within thirty (30) Business Days of Iaspis Acquisition's written confirmation that the refund has been approved. Refunds shall be made to the bank account from which the original payment was received, unless otherwise agreed in writing. Iaspis Acquisition shall not be responsible for any currency exchange losses, bank fees, or processing charges associated with refund processing.

7. Specific Terms by Product

PCA System: The 60-day results guarantee applies. The Client must submit a Written Notice of cancellation and a Written refund claim within seven (7) days of the 60-day mark. All eligibility conditions in Section 3 must be satisfied. Ad Spend and one-time deliverable costs are excluded from any refund.

CNL System (R8,500/month): The Client may cancel at any time. Due to the monthly retainer structure, where the Client cancels after the commencement of a billing cycle, no refund shall be payable for the current billing cycle. The Client shall not be charged for any subsequent billing cycles following the notice period. The 60-day results guarantee applies to the CNL System under the same eligibility conditions as the PCA System.

Custom Automation: Refund and cancellation terms for Custom Automation engagements are specifically agreed at the time of engagement. Where no specific refund terms are agreed, no refund shall be payable for consulting, scoping, or strategy work completed prior to cancellation. The 60-day results guarantee does not automatically apply to Custom Automation engagements unless expressly agreed in writing.

8. Dispute Handling

Any dispute arising in connection with a refund or cancellation claim shall be handled in accordance with the dispute resolution procedures set out in Section 11 of the Terms and Conditions. Submission of a refund claim does not entitle the Client to withhold payment of any amounts otherwise due under the Agreement. All amounts due must continue to be paid pending the resolution of any dispute.

9. Amendment

Iaspis Acquisition reserves the right to amend this Policy at any time. Amended terms shall apply to new engagements commencing after the effective date of the amendment and to ongoing engagements where thirty (30) days' written notice of the amendments has been provided. The Policy in force at the time of a refund claim shall govern the claim.