Terms & Conditions

1Who we are

Futragency.com (the “Website”) is operated by FUTR Technology Group (Pty) Ltd, registration number 2023/534929/07, a private company registered in the Republic of South Africa and trading as “FUTR Agency” (“FUTR”, “we”, “us” or “our”).

Our principal contact details are: 158 Jan Smuts Avenue, Rosebank, Johannesburg, 2196, South Africa; info@futragency.com; +27 71 604 3335. This physical address is nominated for receipt of legal documents unless a project agreement states another address.

Director and website office bearer: Tyler Brown. FUTR does not presently claim membership of a statutory professional or accreditation body unless expressly stated in a proposal.

2Acceptance and legal effect

By accessing or using the Website, submitting an enquiry, creating an account, accepting a quotation or proposal, paying any amount, giving a recorded instruction to start, providing credentials or materials after receiving a scope, or using a deliverable, you agree to the provisions that apply to you. If you act for an organisation, you warrant that you have authority to bind it.

A project contract consists of the accepted proposal, quotation, statement of work or service-level agreement (“Project Document”), these Terms, and any properly approved change request. The contract hierarchy in the introductory section applies. Website marketing copy is descriptive only and is not a binding scope, guarantee or offer capable of acceptance without a Project Document.

If mandatory law grants you rights that cannot lawfully be excluded, those rights prevail. Every limitation, exclusion, indemnity, cancellation term and remedy in these Terms applies only to the fullest extent permitted by law.

3Definitions

“Business Day” means a day other than a Saturday, Sunday or South African public holiday.

“Client” means the person or organisation purchasing or requesting Services.

“Client Materials” means all information, data, content, brand assets, credentials, instructions and intellectual property supplied by or for the Client.

“Deliverables” means the final outputs expressly identified in the applicable Project Document, excluding FUTR Tools, working files and third-party materials.

“FUTR Tools” means FUTR’s pre-existing or reusable methods, know-how, prompts, systems, templates, code modules, libraries, processes, design systems, automation components and generic assets.

“Greenlight” means any recorded approval or conduct authorising FUTR to reserve capacity or begin a phase, including a signed document, email, WhatsApp or project-platform approval, deposit payment, instruction to proceed, or approval of a concept for further development.

“Services” means strategy, branding, design, development, hosting, maintenance, content, advertising, media, automation, AI, consulting and related services supplied by FUTR.

“Third-Party Service” means any platform, software, hosting provider, marketplace, advertising network, domain registrar, plugin, stock library, payment provider, model provider or supplier not controlled by FUTR.

4Eligibility, authority and electronic communications

You must be at least 18 and legally capable of contracting. Electronic signatures, data messages, emails, WhatsApp messages, project-platform approvals, online acceptances and payment records may evidence agreement, approval, delivery and notice to the extent permitted by law.

You must keep your contact and billing details current and ensure that authorised decision-makers are clearly identified. FUTR may reasonably rely on instructions from the contacts, accounts and channels ordinarily used by the Client until told in writing that authority has changed.

5Quotations, scope and assumptions

A quotation is valid for the period stated in it, or for 14 calendar days if no period is stated. Prices and timelines depend on the stated scope, assumptions, dependencies and information available when quoted. Unless expressly included, the following are excluded: third-party fees, media spend, travel, printing, paid fonts or stock, data migration, legal review, copy translations, ongoing hosting, maintenance, security monitoring, platform subscriptions and work arising from changes by the Client or a third party.

Discovery may reveal that the requested outcome requires a changed scope, budget, architecture or timeline. FUTR will notify the Client and may pause affected work until the change is approved. Estimates are not fixed prices unless the Project Document expressly says so.

6Client responsibilities and dependencies

The Client must provide accurate, complete and lawful instructions, materials, access, approvals and feedback by the requested dates; appoint one authorised decision-maker; maintain backups of Client systems and materials; and obtain all licences, notices and consents needed for Client Materials and intended processing.

The Client is responsible for its products, services, pricing, claims, regulatory compliance, industry approvals, customer contracts, refund policies and final legal text. FUTR does not provide legal, tax, financial, medical or regulatory advice. If the Client delays a dependency, the timetable moves accordingly and FUTR may reallocate the team, reschedule the work and revise delivery dates.

7Greenlights, approvals and change control

A Greenlight is binding for the relevant phase. FUTR may rely on an approval to commit resources, procure Third-Party Services and continue production. The Client must consolidate feedback. Unless the Project Document says otherwise, two reasonable revision rounds are included for each expressly reviewable milestone; unused rounds do not create a credit.

A request that changes approved strategy, functionality, content volume, integrations, design direction, platform, audience, deliverable type or timing is out of scope. FUTR may quote it separately or perform it at the then-current hourly rate after recorded approval. FUTR is not required to implement a change until price and timing are agreed.

If feedback is not received within five Business Days of a request, FUTR may pause or reschedule the project. Silence is not treated as creative approval unless the Project Document expressly provides otherwise, but delay does not cancel a Greenlight, reverse work already done or create a refund right.

8Deposits, retainers and non-refundable committed amounts

A deposit, booking fee, setup fee, initial retainer or milestone payment secures production capacity and may also cover discovery, onboarding, planning, setup, preliminary work and supplier commitments. It is not held in trust or escrow.

Once the Client gives a Greenlight and FUTR reserves capacity, begins work or incurs a commitment, the deposit and other committed amounts are non-refundable to the fullest extent permitted by law. This applies even if the Client later changes direction, delays, pauses, abandons the project, fails to supply inputs, appoints another supplier or decides not to use completed work.

Where mandatory consumer law gives the Client a cancellation or cooling-off right, FUTR will apply that right and refund only the balance legally due after accounting for: (a) Services performed up to cancellation at the agreed or then-current rates; (b) approved work in progress; (c) non-recoverable Third-Party Service costs and commitments; and (d) a reasonable cancellation charge reflecting reserved capacity, discounts granted and actual loss, where lawful. FUTR will not impose a charge prohibited by law.

Where an electronic consumer transaction is subject to a statutory cooling-off period, the Client expressly requests immediate commencement whenever it instructs FUTR to begin before that period expires. Any statutory exception for services begun with the consumer’s consent applies where its legal requirements are met.

Pausing does not stop accrued fees or preserve indefinitely a production slot. If a Client pause lasts more than 10 Business Days, FUTR may reschedule the work. If it lasts more than 30 calendar days, FUTR may close the project, invoice all amounts due and quote any restart as new work.

9Fees, invoices, taxes and payment

Fees are payable in South African rand unless another currency is stated. Prices exclude VAT and similar taxes unless expressly stated. The Client is responsible for bank charges, currency conversion costs and withholding taxes, and must gross up a payment where lawful so FUTR receives the invoiced amount.

Invoices are due on the date stated, or within seven calendar days if no date is stated. The Client may raise a specific, good-faith invoice dispute within five Business Days, but must pay all undisputed amounts on time. A general complaint does not suspend payment for approved or delivered work.

Overdue amounts accrue interest at the publicly quoted prime lending rate of FUTR’s principal South African bank plus 5% per year, calculated daily and capped at the maximum lawful rate. The Client is liable for reasonable, lawful collection costs. FUTR may suspend Services, withhold files, disable FUTR-controlled staging access and postpone launch while any amount is overdue.

10Timelines, delivery and acceptance

Delivery dates are estimates unless the Project Document expressly makes a date essential. They depend on timely Client inputs, approvals and Third-Party Services. FUTR is not responsible for delay caused by the Client, a third party, platform review, force majeure or matters outside reasonable control.

The Client must inspect each milestone and give a specific written list of material non-conformities within five Business Days, or within another period stated in the Project Document. Use in production, publication, campaign launch, onward delivery or written approval constitutes acceptance. Minor defects that do not materially prevent the intended use do not justify rejection or non-payment and will be addressed within a reasonable period.

After acceptance, changes are maintenance or new work unless they correct a reproducible failure of the Deliverable to materially match the agreed scope and are reported during an expressly stated warranty period.

11Websites, hosting, domains and maintenance

Unless expressly included, launch does not include an ongoing warranty, content updates, hosting, backups, security monitoring, plugin renewals, browser updates or maintenance. Websites and integrations depend on changing browsers, devices, APIs, plugins, hosting and third-party platforms; uninterrupted or error-free operation is not guaranteed.

The Client must nominate the legal owner of domains, hosting and platform accounts. FUTR may administer them for convenience but does not become the beneficial owner. The Client must pay renewals on time, preserve credentials and maintain independent backups. FUTR is not liable for expiry, suspension, data loss or compromise caused by unpaid renewals, weak Client security, third-party failure or changes outside FUTR’s control.

Where FUTR provides maintenance or hosting, the applicable service-level agreement governs. Emergency, security and compatibility work outside the included allowance is chargeable. FUTR may take reasonable protective action, including temporarily disabling a compromised component.

12Advertising, SEO, social media and platform services

Advertising spend, platform charges and taxes are separate from management fees unless expressly bundled. The Client authorises FUTR to act within the approved budget and strategy but remains responsible for the accuracy and legality of claims, offers, landing pages, audiences and Client Materials.

FUTR does not guarantee rankings, reach, approvals, impressions, leads, sales, cost per acquisition, return on ad spend or account continuity. Outcomes depend on market demand, competition, budgets, auction conditions, platform rules, the Client’s sales process and factors outside FUTR’s control. Platforms may reject, restrict or suspend content or accounts without warning.

FUTR may make reasonable tactical reallocations within an approved media budget. Material budget increases require recorded approval. Unspent platform funds, credits and refunds are governed by the platform and the account owner.

13AI, automation and emerging technology

AI and automation outputs can be incomplete, inaccurate, biased, non-unique or unsuitable for high-risk decisions. Unless expressly agreed, they are assistive tools and not autonomous professional advice. The Client must review, test and approve outputs before relying on or publishing them.

The Client must not submit personal information, confidential information or regulated data to an AI feature unless the agreed design, notices, permissions and vendor terms allow it. The Client remains responsible for lawful use, human oversight, customer disclosures, escalation paths and decisions made using an automation.

Model behaviour, APIs, pricing and availability may change. FUTR may replace a component with a reasonably comparable alternative or quote required re-engineering. No warranty is given that a third-party model will remain available or produce identical results.

14Third-Party Services

Third-Party Services are governed by their own terms, privacy policies, licence limits, pricing and availability. The Client authorises FUTR to configure and interact with approved Third-Party Services for the project. The Client must maintain any account, payment method or licence allocated to it.

FUTR is not responsible for a third party’s outage, security incident, policy change, rejection, price increase, data practice, deletion, suspension or discontinuation. FUTR will provide reasonable assistance at its normal rates where a third-party event requires investigation, migration or remedial work.

15Intellectual property

Each party retains ownership of intellectual property it owned or developed independently of the project. The Client grants FUTR a worldwide, non-exclusive, royalty-free licence to use, reproduce, adapt, host and transmit Client Materials as necessary to perform the Services.

Subject to full and cleared payment of every amount due for the relevant project, FUTR assigns or licenses the final bespoke Deliverables to the extent expressly stated in the Project Document. Until full payment, the Client receives only a revocable licence to review the work and must not publish, deploy, reproduce or commercially use it.

FUTR retains all FUTR Tools, know-how, reusable components, concepts not selected, drafts, working files, source production files, prompts and internal methods unless the Project Document expressly transfers a specified item. Where FUTR Tools are embedded in a paid Deliverable, the Client receives a perpetual, non-exclusive, non-transferable licence to use them only as part of that Deliverable.

Third-party and open-source materials remain subject to their licences. The Client is responsible for ongoing licence fees and restrictions identified to it. FUTR may display the Client’s name, logo and publicly launched work in its portfolio, awards, case studies and pitches, provided that FUTR does not disclose confidential performance data without consent. A written confidentiality restriction agreed before launch prevails.

16Client warranties, content and indemnity

The Client warrants that it owns or has permission to use all Client Materials and instructions; that they are accurate and lawful; and that they do not infringe intellectual property, privacy, publicity or other rights, contain malicious code, or amount to unlawful, misleading, discriminatory or prohibited content.

To the fullest extent permitted by law, the Client indemnifies FUTR and its personnel against third-party claims, regulator action, loss and reasonable legal costs arising from Client Materials, the Client’s products or services, unlawful instructions, account misuse, or the Client’s publication and use of Deliverables, except to the extent caused by FUTR’s wilful misconduct or gross negligence.

17Confidentiality

Each party must protect non-public commercial, technical and personal information received from the other, use it only for the contract and disclose it only to personnel and suppliers who need it and are bound by appropriate duties. This does not apply to information that is public without breach, already lawfully known, independently developed or lawfully received from another source.

A party may disclose information where required by law after giving prior notice where legally permitted. Confidentiality survives termination for five years, and indefinitely for trade secrets and personal information while protected by law.

18Data protection and security

Each party must comply with applicable privacy and data-protection law. For personal information that FUTR collects for its own business purposes, FUTR is the responsible party and the Privacy Policy applies. For personal information processed solely on the Client’s documented instructions, FUTR ordinarily acts as an operator and will apply the agreed data-processing terms.

The Client must not provide unnecessary or unlawfully collected personal information. It must identify special personal information, children’s information, credentials, financial data or other high-risk data before transfer. FUTR may refuse or require additional safeguards for high-risk processing.

No security system is infallible. Each party must promptly notify the other of a suspected compromise affecting project data and reasonably cooperate with containment, investigation and legally required notification.

19Warranties and disclaimers

FUTR warrants that it will perform the Services with reasonable care and skill. If a Deliverable materially fails to match the agreed scope and the Client reports it within the applicable review or warranty period, FUTR’s first obligation is to re-perform or correct the affected work within a reasonable time.

Except for rights and warranties that cannot lawfully be excluded, the Website, Services and Deliverables are provided on an “as is” and “as available” basis. FUTR excludes implied warranties of merchantability, fitness for a particular purpose, uninterrupted availability, non-infringement and guaranteed commercial outcome to the fullest extent permitted by law.

20Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, consequential, special or punitive loss, or loss of profit, revenue, savings, opportunity, goodwill, reputation or data, even if foreseeable. FUTR is not liable for loss caused by Client delay or instructions, Client Materials, account compromise outside FUTR’s control, a Third-Party Service, platform enforcement, force majeure or use contrary to documentation.

FUTR’s aggregate liability arising from a project is limited to the fees actually paid to FUTR for the specific Services giving rise to the claim during the six months before the event, or the total fees paid for that project if it lasted less than six months.

The exclusions and cap do not apply to liability that cannot lawfully be limited, or to a party’s fraud or wilful misconduct. Any limitation of liability for gross negligence applies only where and to the extent lawful. The Client must take reasonable steps to mitigate loss.

21Suspension and termination

FUTR may suspend Services on written notice where payment is overdue, a dependency is missing, an instruction appears unlawful or unsafe, access creates a security risk, or continued work would breach a third-party rule. Urgent protective suspension may be immediate.

Either party may terminate for a material breach not remedied within 10 Business Days after written notice, or immediately for insolvency, fraud, serious illegality or a breach incapable of remedy. The Client may cancel for convenience subject to clause 8, the Project Document and mandatory law.

On termination, the Client must pay all fees for Services performed, approved work in progress, committed costs, applicable cancellation charges and overdue amounts. FUTR will provide paid-for final Deliverables then available, but need not release unpaid work, working files, FUTR Tools or credentials to FUTR-owned systems. Clauses intended by nature to survive termination remain effective.

22Non-solicitation

During a project and for 12 months after it ends, a business Client must not knowingly solicit for employment or directly engage a FUTR employee or dedicated contractor introduced through the project without FUTR’s written consent. This does not prevent hiring through a genuinely general public recruitment process. If breached, the Client must pay a reasonable recruitment fee equal to 20% of the person’s first-year gross remuneration, as a genuine estimate of replacement cost and subject to applicable law.

23Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including utility or network failure, cyberattack despite reasonable safeguards, epidemic, war, civil disorder, labour disruption, government action, natural disaster or material platform outage. The affected party must notify the other and take reasonable steps to reduce the impact. Payment obligations for Services already performed are not excused.

24Website use and acceptable conduct

Website content is general information and may change without notice. You may browse and share public links for lawful business purposes. Unless authorised, you may not copy substantial content, scrape or harvest data, bypass access controls, probe vulnerabilities, introduce malicious code, impersonate another person, interfere with operation, use the Website to infringe rights, or use FUTR’s name, marks or work to imply endorsement.

Links and embedded content may lead to third-party sites. FUTR does not control or endorse them and is not responsible for their content, security, availability or data practices.

25Complaints and disputes

A complaint must first be sent to info@futragency.com with the project, invoice, facts and requested resolution. Senior representatives must try in good faith to resolve it within 10 Business Days.

If unresolved, the parties should attempt confidential mediation in Johannesburg before litigation, unless urgent relief or debt recovery is reasonably required. Nothing prevents a consumer from using a regulator, ombud, tribunal or remedy available under mandatory law.

South African law governs these Terms. Subject to mandatory consumer jurisdiction, the parties consent to the jurisdiction of the courts of South Africa, and FUTR may institute proceedings in a Magistrates’ Court with jurisdiction even if the claim could otherwise be brought in a higher court.

26Notices

Formal notices must be sent by hand, courier or email to the address in the Project Document or, for FUTR, the details in clause 1. An email is treated as received on the first Business Day after sending unless the sender receives a delivery failure notice. Service of court process must comply with applicable procedural law and may be made at the nominated physical address.

27General

Neither party may assign a project contract without the other’s consent, not to be unreasonably withheld, except that FUTR may use subcontractors and may assign to an affiliate or in connection with a genuine restructure or sale while remaining responsible for contracted performance. The parties are independent contractors; no partnership, employment, agency or fiduciary relationship is created.

A failure or delay to enforce a right is not a waiver. If a provision is invalid or unenforceable, it is severed or read down to the minimum extent required and the remainder continues. No change is binding unless recorded by authorised representatives. These Terms, read with the Project Documents, are the entire agreement on their subject matter.

FUTR may update the Website-use provisions prospectively by posting a new version. Changes do not retroactively alter an existing project’s commercial terms unless agreed or required by law.