Last Updated: 31 July 2026
These Terms of Service ("Terms") are a legally binding agreement between IMG SYSTEMS (Pty) Ltd ("IMG Systems", "we", "our", "us") and any individual or entity that accesses our website, submits an enquiry, requests a quotation, purchases Services, or otherwise engages with IMG Systems (the "Client", "you", "your"). These Terms govern access to and use of our website and all consulting, marketing, technology, software, and creative services we offer (the "Services"), unless superseded by a separate written agreement signed by both Parties. By accessing our website or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by any other policy of IMG Systems referenced in clause 39 (Entire Agreement), each of which is incorporated by reference. If you do not agree to these Terms, you must immediately stop using our website and Services.
The Services are provided by IMG SYSTEMS (Pty) Ltd, registered in the Republic of South Africa (Registration No. [Insert Registration Number]; VAT No. [Insert VAT Number, if applicable]). Registered / Business Address: [Insert full address — street, suburb, city, province, postal code]. Official correspondence may be submitted using the contact details published on our website.
By accessing the Website, submitting an enquiry, accepting a Proposal, electronically signing an agreement, paying an invoice, or otherwise using the Services, you acknowledge and agree that: (a) you have the legal capacity to enter into binding agreements; (b) you have read and understood these Terms; (c) these Terms are fair and reasonable; and (d) these Terms create legally enforceable obligations between you and IMG Systems. Electronic acceptance has the same legal force as a handwritten signature, to the fullest extent permitted by applicable law.
You may only use the Website or Services if you are at least eighteen (18) years of age, possess legal capacity to contract, comply with all applicable laws, and provide information that is accurate, complete, and current. Where you act on behalf of an entity, you warrant that you have full authority to bind that entity to these Terms. IMG Systems may request proof of such authority at any time.
Unless expressly stated otherwise in writing: quotations are invitations to contract, not binding offers; quotations remain valid for thirty (30) calendar days from issue; and IMG Systems may withdraw or amend a quotation before acceptance. Acceptance of a quotation by the Client is an offer that becomes binding only once accepted in writing by an authorised representative of IMG Systems, notwithstanding any purported acceptance by the Client. No verbal representation, sales communication, or preliminary correspondence modifies these Terms unless expressly confirmed in writing by an authorised representative of IMG Systems. Where a Proposal is inconsistent with these Terms, the Proposal prevails only to the extent of that specific inconsistency.
IMG Systems' current principal service categories are: Campaign Strategy; Website Development; Software Solutions; Analytics & Reporting; App Development; Meta Ads; Visual Content Creation; and TikTok Ads, together with any ancillary, related, or additional technology, marketing, or creative services IMG Systems may offer from time to time. Descriptions published on the Website are for general information only and do not constitute contractual commitments. The exact scope, specifications, timelines, Deliverables, Fees, and commercial terms for any engagement are governed by the relevant accepted Proposal. IMG Systems may perform the Services itself, or through employees, contractors, or subcontractors of its choosing, and remains responsible for Services so performed. IMG Systems may also expand, modify, suspend, or discontinue any Service where reasonably necessary for operational, legal, security, or technical reasons, and is not obliged to provide Services where doing so would be unlawful, commercially impracticable, or technically infeasible.
The quality, accuracy, and timing of the Services depend materially on the Client's cooperation. The Client agrees to: provide complete and accurate information; respond promptly to reasonable requests; provide materials, credentials, and access required to perform the Services; maintain independent backups of its own systems and data; review Deliverables promptly; comply with applicable law; and ensure all supplied information is lawful and does not infringe third-party rights. IMG Systems is not liable for delays, defects, or increased costs arising from inaccurate information, delayed approvals, or any failure by the Client to fulfil its obligations. Where Client conduct materially delays a project, IMG Systems may revise schedules, reallocate resources, invoice for additional work at its standard rates, and suspend Services until sufficient cooperation is received.
The Client retains ownership of all Client Content. By providing Client Content, the Client warrants that it owns or holds all necessary permissions for the relevant Intellectual Property Rights, that the materials do not infringe any third-party right or applicable law, and that the materials contain no malicious software or unlawful content. The Client grants IMG Systems a worldwide, non-exclusive, royalty-free licence, for the duration of the engagement, to access, store, reproduce, modify, and use Client Content solely to provide the Services. This licence ends on termination, except to the extent retention is required by law, for legitimate record-keeping, or to establish, exercise, or defend a legal claim.
The Client shall pay all Fees in accordance with the applicable Proposal or invoice. Unless otherwise agreed in writing: subscription Services and monthly retainers are payable in advance; consulting Services are payable before the scheduled session; project work is invoiced against agreed milestones; and recurring Fees continue until cancelled under the applicable agreement. Accepted payment methods may include Electronic Funds Transfer (EFT), PayPal, Wise, and Yoco. IMG Systems may introduce or discontinue payment methods at its discretion. Invoices are payable on or before the due date, without deduction or set-off unless required by law. Overdue amounts bear interest at the maximum rate permitted under the Prescribed Rate of Interest Act 55 of 1975 (or its successor legislation), or such lower rate as IMG Systems specifies in an invoice, calculated daily from the due date until paid in full. Where payment is overdue, IMG Systems may, to the fullest extent permitted by law, also suspend Services, withhold Deliverables, disable access to hosted systems, recover reasonable collection costs, and pursue any other legal remedy. Acceptance of late or partial payment does not waive any of IMG Systems' rights.
Unless otherwise agreed in writing, project deposits are non-refundable and secure scheduling, resource allocation, and commencement of work. Where milestone payments apply, each milestone becomes payable on completion, IMG Systems may suspend further work until outstanding milestone payments are received, and delayed payments or Client approvals may result in a revised schedule. Final Deliverables are not transferred, released, or made available until all outstanding Fees have been paid in full. Where the Client fails to pay within a reasonable period, IMG Systems may terminate the engagement and retain all work completed to that date, without prejudice to any other right available under these Terms or at law.
Unless expressly stated otherwise, all Fees are exclusive of applicable taxes, duties, levies, and similar statutory charges. The Client is responsible for all taxes payable in connection with the Services, other than taxes imposed on IMG Systems' own income.
Unless expressly agreed otherwise in writing, all Intellectual Property Rights owned by IMG Systems before an engagement begins remain its exclusive property, and nothing in these Terms transfers ownership of IMG Systems' proprietary technology, methods, or business systems. IMG Systems expressly retains all rights in, without limitation: (a) its software and technology, including source code, frameworks, APIs, automation systems, and AI models, prompts, and workflows; (b) its methodologies and know-how, including processes, algorithms, formulas, and pricing, analytics, and reporting methodologies; and (c) its business systems and documentation, including templates, design systems, internal tools, and technical specifications — together with all improvements, derivative works, and future developments of the foregoing ("Retained IP"). Nothing in these Terms assigns, licenses, or transfers ownership of Retained IP except where expressly stated in writing. Where a Deliverable embeds or relies on Retained IP, the Client receives only the licence described in clause 16, and not ownership of the Retained IP itself.
Subject to full payment of all Fees owing, the Client receives ownership of the specific final Deliverables identified in the applicable Proposal. Ownership does not transfer until every outstanding invoice is paid in full, all contractual obligations are satisfied, and any applicable third-party licence conditions are met. Until then, all Deliverables remain the exclusive property of IMG Systems.
To the extent necessary to support, maintain, improve, or troubleshoot Deliverables after ownership transfers, the Client grants IMG Systems a perpetual, non-exclusive licence to access those Deliverables solely for those purposes, unless otherwise agreed. IMG Systems may also use non-confidential, non-Client-identifying know-how, techniques, and experience gained during an engagement in its business generally, provided this does not disclose the Client's Confidential Information.
Some Deliverables may incorporate third-party, open-source, or licensed software or APIs. Such components remain subject to their own licence terms, and IMG Systems does not represent that third-party licensing terms will remain unchanged. The Client agrees to comply with all applicable third-party licence requirements.
Unless otherwise agreed in writing or prohibited by a confidentiality obligation, IMG Systems may identify the Client and display completed Deliverables for portfolio, marketing, award, social media, case-study, and similar promotional purposes, without disclosing Confidential Information.
Each Party shall keep confidential all non-public information received from the other Party relating to its business operations, finances, software, source code, customers, trade secrets, strategies, technical documentation, pricing, and proprietary methodologies, including the categories of Retained IP described in clause 14 ("Confidential Information"). Confidential Information excludes information that is public without breach of these Terms, was lawfully known before disclosure, is independently developed, is lawfully received from another source, or must be disclosed by law or court order. Each Party shall use Confidential Information only as reasonably necessary to perform the Agreement. This clause survives termination of these Terms.
IMG Systems implements commercially reasonable administrative, organisational, and technical safeguards to protect information under its control. No internet-based system can be guaranteed completely secure, and IMG Systems cannot warrant that systems will never be compromised or that communications will always remain secure. The Client is solely responsible for maintaining independent backups of its own systems and data (clause 9), and IMG Systems is not liable for data loss arising from the Client's failure to do so.
IMG Systems may use artificial intelligence technologies, including generative AI, machine learning, and language models, in providing Services. The Client acknowledges that AI-generated outputs are probabilistic, may contain inaccuracies or omissions, may be inconsistent, and require human review before implementation. Without limiting clause 25 (Warranties Disclaimer), AI-assisted Deliverables are provided subject to the disclaimers in that clause, and the Client remains solely responsible for independently reviewing and approving all AI-assisted Deliverables before use.
Advertising performance depends on factors outside IMG Systems' reasonable control. IMG Systems does not guarantee any performance metric, including impressions, clicks, leads, conversions, sales, return on advertising spend, or account approvals, and is not liable for suspended accounts, rejected advertisements, platform policy changes, or algorithm updates, subject always to clause 26 (Limitation of Liability). Advertising platforms operate independently of IMG Systems, and the Client acknowledges that advertising results can never be guaranteed.
Software is inherently complex. Unless expressly agreed otherwise in writing, IMG Systems does not warrant that software will operate without interruption, be entirely error-free, or remain compatible with future browsers, operating systems, or third-party APIs, subject always to clause 25 (Warranties Disclaimer). The Client acknowledges that future maintenance may be required following browser, operating system, API, or legislative changes, and that IMG Systems has no obligation to provide such updates unless maintenance Services have been separately purchased.
IMG Systems may use services from independent Third-Party Providers, including payment, AI, communication, cloud, analytics, and advertising providers such as OpenAI, Anthropic, Microsoft, Meta, and TikTok. IMG Systems does not own or control these providers and is not responsible for their outages, policy changes, account suspensions, data loss, or discontinued functionality. Where a Third-Party Provider permanently discontinues functionality essential to the Services, IMG Systems may implement a commercially reasonable alternative solution.
Except as expressly stated in a Proposal or required by applicable law, the Website, Services, and Deliverables are provided "as is" and "as available". To the fullest extent permitted by law, IMG Systems disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and error-free operation, and does not warrant uninterrupted availability or ongoing compatibility with future technologies. This is the only warranties disclaimer under this Agreement, and it applies to all Services and Deliverables regardless of any service-specific reference elsewhere in these Terms. Where any implied warranty cannot lawfully be excluded, the Client's sole and exclusive remedy, and IMG Systems' entire liability, is limited — at IMG Systems' election — to re-performance of the relevant Services or a refund of the Fees paid for the specific Deliverable giving rise to the claim. Nothing on the Website constitutes legal, accounting, tax, financial, or other regulated professional advice unless expressly agreed in writing.
To the fullest extent permitted by law, IMG Systems and its directors, officers, employees, contractors, shareholders, and affiliates are not liable for any indirect, consequential, incidental, or special damages, including loss of revenue, profit, business, goodwill, or data, business interruption, or reputational damage, or for advertising performance, AI-generated inaccuracies, or third-party platform failures, regardless of whether liability is alleged in contract, delict, statute, or otherwise, and even where a remedy fails of its essential purpose.
Subject to applicable law, IMG Systems' aggregate liability arising out of or relating to any claim shall not exceed the total Fees actually paid by the Client during the three (3) months immediately preceding the event giving rise to the claim. Where no Fees were paid during that period, IMG Systems has no monetary liability except where liability cannot lawfully be excluded. Multiple claims arising from substantially the same facts are treated as a single claim. No claim of any nature may be brought against IMG Systems more than twelve (12) months after the date the cause of action first arose, whether or not the Client was aware of it at the time, save where a longer period is mandated by applicable law. Nothing in this clause excludes liability where exclusion is prohibited by law.
The Client warrants that it has legal authority to enter into this Agreement, owns or lawfully controls all materials it supplies, that its instructions will not require IMG Systems to act unlawfully, and that its use of the Deliverables will comply with applicable law. The Client indemnifies IMG Systems against losses arising from breach of these warranties.
To the fullest extent permitted by law, the Client agrees to defend, indemnify, and hold harmless IMG Systems, its directors, officers, shareholders, employees, contractors, and affiliates from claims, losses, damages, and costs (including reasonable legal costs) arising out of or relating to: Client Content; breach of these Terms; infringement of third-party Intellectual Property Rights by materials supplied by the Client, or by a Deliverable to the extent the alleged infringement arises from specifications or instructions given by the Client; unlawful conduct, misuse of Deliverables, or unauthorised modifications by the Client; or the Client's negligent or fraudulent acts or omissions. This indemnity survives termination of these Terms.
IMG Systems may immediately suspend access to the Website or any Services, with or without notice, where the Client fails to pay when due, breaches these Terms, provides false information, engages in unlawful conduct, infringes third-party rights, or otherwise exposes IMG Systems to legal, regulatory, or reputational risk. Suspension does not relieve the Client of any obligation to pay outstanding Fees, may be effected without liability to IMG Systems, and is without prejudice to IMG Systems' right to subsequently terminate under clause 31.
IMG Systems may terminate an engagement immediately where the Client materially breaches these Terms, payment remains overdue after reasonable notice, the Client becomes insolvent or enters business rescue or liquidation, or continuation would expose IMG Systems to legal or regulatory risk or has become commercially impracticable. Either Party may terminate an ongoing engagement without cause — such as a retainer or subscription — on no less than thirty (30) days' written notice. On termination for any reason, all Fees accrued to the effective date of termination become immediately due and payable, and IMG Systems has no obligation to deliver, release, or transfer any Deliverable or work-in-progress until such Fees are paid in full. Termination does not affect accrued payment obligations, ownership of Intellectual Property, confidentiality obligations, indemnities, limitations of liability, dispute resolution provisions, or any clause intended to survive termination.
Neither Party is liable for delay or failure in performance caused by a Force Majeure Event beyond its reasonable control, including, without limitation, natural disasters, pandemics, war or civil unrest, governmental action, national power or telecommunications failures, cyberattacks, or failures of Third-Party Providers. During a Force Majeure Event, the affected obligations are suspended for its duration. Where the event continues for an unreasonable period, either Party may terminate the affected engagement without liability for future performance.
Each Party shall comply with all laws applicable to its performance under these Terms. The Client shall not use the Website or Services for unlawful purposes, to violate sanctions or export control laws, to infringe Intellectual Property Rights, to distribute malicious software, or to facilitate fraud or deceptive practices. IMG Systems may refuse or discontinue Services where continued performance may violate applicable law or professional obligations.
Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between IMG Systems and the Client. Each Party acts as an independent contracting party.
During an engagement and for twelve (12) months afterward, the Client shall not knowingly solicit for employment or direct engagement any employee or contractor of IMG Systems who was materially involved in providing the Services, without IMG Systems' prior written consent. This clause does not prohibit general recruitment advertising not specifically directed at IMG Systems personnel.
The Client may not assign, delegate, or transfer any rights or obligations under these Terms without IMG Systems' prior written consent. IMG Systems may assign or transfer its rights and obligations to an affiliate, a successor entity, a purchaser of substantially all its business or assets, or another entity as part of a corporate restructuring.
Failure or delay by IMG Systems in exercising any right under these Terms is not a waiver of that right. A waiver is effective only if recorded in writing and signed by an authorised representative of IMG Systems, and a waiver of one breach is not a waiver of any subsequent breach.
If a provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be interpreted, modified, or severed only to the extent necessary, and the remaining provisions remain in full force and effect.
These Terms, together with IMG Systems' Privacy Policy, Cookie Policy, Refund & Cancellation Policy, Acceptable Use Policy, AI Disclosure Policy, Website Disclaimer, and any accepted Proposal, Statement of Work, Subscription Agreement, or written amendment, constitute the entire agreement between the Parties regarding the relevant Services, and supersede all prior discussions, negotiations, and understandings on the same subject matter.
The Client agrees that electronic communications — including email, website notifications, electronic signatures, online acceptance mechanisms, digital invoices, and client portals — satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law. Electronic records maintained by IMG Systems constitute prima facie evidence of communications and transactions.
IMG Systems may amend these Terms from time to time. Material amendments take effect on publication on the Website, unless a later effective date is specified. IMG Systems will make reasonable efforts to bring material amendments to the Client's attention, but publication on the Website is sufficient to render an amendment effective. Continued use of the Website or Services after publication constitutes acceptance of the revised Terms.
These Terms are governed by and interpreted in accordance with the laws of the Republic of South Africa, without regard to conflict-of-law principles.
The Parties shall first try to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. Before instituting litigation, a Party wishing to refer a dispute to court shall give the other Party fourteen (14) days' written notice specifying the nature of the dispute, to allow an opportunity for good-faith resolution. If the dispute remains unresolved, either Party may refer it to a court of competent jurisdiction in Johannesburg, Gauteng, South Africa. Nothing in this clause prevents either Party from seeking urgent or interim relief to protect its rights, Confidential Information, or Intellectual Property.
Questions regarding these Terms or the Services may be directed to IMG Systems using the contact details published on the Website.
These Terms take effect on the Effective Date stated on the cover page and remain in force until amended or replaced by IMG Systems.