TERMS AND CONDITIONS OF USE
Last updated: 4 April 2023
Introduction and Acceptance of these Terms
Cartello provides access to services to improve online visibility and discoverability via online search on various platforms. Cartello consults with businesses to improve their website, digital content and digital brand offering for improved sales through Search Engine Optimisation (“SEO”), App Store Optimisation (“ASO”) as well as a range of other methods of driving digital traffic. Cartello’s range of services are available on a subscription basis and consist of, but are not limited to; SEO, ASO, Copywriting, Content Ideation, eMarketing Content Production. (collectively, “Services”)
By accessing or using https://www.cartello.io (collectively, “the Platform”), owned by Cartello Commerce (Pty) Ltd (reg: 2017/540016/07) (“Cartello”) you agree that you have read, understood, and agree to be bound to the terms and conditions contained herein (“Terms”). By accepting these Terms, you hereby appoint Cartello to provide you with its services. These Terms explain the conditions applicable to how you will use the Platform and our services.
Please read these Terms carefully before using the Platform or our services. We will assume you have read and understood these Terms if you continue to access or make use of our Platform.Please pay specific attention to the BOLD paragraphs of these Terms. These paragraphs limit our risk or liability, constitute an assumption of risk or liability by you, impose an obligation by you to indemnify us or are an acknowledgement of any fact by you.The terms "client", “you" and “your” are used interchangeably in these Terms and refer to all persons accessing the Platform or using the Services for any reason whatsoever. Accordingly, the terms “us”, “our” or “we” refers to Cartello or its possession.
If you enter into a separate and distinct written agreement with Cartello that is executed both physically and digitally (for example, via DocuSign®), for you to access or use any of the Services ("Other Cartello Agreement"), and there is any inconsistency between these Terms and the Other Cartello Agreement, the conflicting terms of the Other Cartello Agreement shall take precedence over these Terms, unless the Other Cartello Agreement explicitly declares otherwise.
Our Services Search Engine Optimisation (“SEO”);App Store Optimisation (“ASO”);Copywriting;Translation; Technical SEO Consulting & Website Testing For SEO;SEO Marketing Strategy; Content Production For SEO;At Cartello we measure our services against the following Success Metrics; Organic Non-Branded Sessions, Organic Non-Branded Web Revenue and Organic Non-Branded Web Rankings, unless other and/or additional Success Metrics are agreed between us.You understand and agree that to properly render our services we require a collaborative exchange of information between us. Therefore,you cannot use another service provider to provide SEO services for as long as you are signed up to use our Services; and where you are required to give your consent, information or access to your online systems, such consent shall not be unreasonably withheld or delayed. You understand that a delay in such consent and/or documentation will result in a delay of services, for which we cannot be held responsible; andBy accepting these terms, you acknowledge that the success of the Services and their associated Success Metrics can be influenced by various factors that are not always under Cartello's control. These factors include algorithm updates, website or network errors, terms and conditions of other platforms, and the natural, unforeseen changes of third-party websites, such as the websites of competitors.Payment TermsPayment StructureIn consideration of the for providing the Services, you will pay to us a fee (“Fee”).
The Fee will be paid monthly by way of payment authorization. When signing-up to our Services you will be provided with the option to either enter your payment card (debit or credit) information or PayPal account details to authorize the monthly payment to us for the Services. The payment authorization will continue for as long as you use our Services and will therefore terminate as soon as you terminate your agreement with us. You have the option of cancelling your payment at any time subject to providing us with 30 (thirty) days prior notice in writing. We are committed to providing secure online payment facilities. All transactions are facilitated using PayPal’s payment technology and/or other licenced and verified payment systems. Paypal is a trusted safe online payment system. When signing up to our Services you will be subject to the terms and conditions of PayPal and any other payment services provider we may use. We reserve the right to suspend any services in our sole discretion in the event that any payment is outstanding for more than 5 (five) Business Days. We will commence all Services within 1 (one) Business Day of receipt of the outstanding amount.
You may contact us via email on accounts@cartello.io to obtain a full record of your transactions with us. Responsibilities and WarrantiesBy using the Platform and/or the Services, you warrant that:you have read and agreed to these Terms and will use the Platform and Services in accordance with them;you are above the age of 18 (eighteen) years old and have the legal capacity to understand, agree with and be bound with these Terms; you have the consent and authority of your company and/or employer to provide information and to appoint Cartello to provide the Services; you lawfully possess and submit all information to the Platform and/or Cartello for the use of it or the Services;you have not made any misrepresentations and the information provided in the registration process about you, your company and/or your status is true, accurate and complete in every aspect;you will not post, upload, replicate or transmit any abusive content on the Platform that is or could reasonably be considered to be threatening, harassing, defamatory, abusive, racist, sexist, discriminatory, in breach of confidence, in breach of privacy or restrict any other client in any way from properly using the Platform;you will not send any unsolicited electronic messages or use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Platform including but not limited to uploading or making available files containing corrupt data or viruses via whatever means or deface, alter or interfere with the front end ‘look and feel’ of the Platform or the underlying software code;you will not infringe the intellectual property or other rights of any third party or the Platform or transmit content that you do not own or do not have the right to publish or distribute;you will not use the Platform or the Services for any commercial purpose other than as expressly provided for by Cartello herein;you will pay all Fees due punctually and in full;you will provide the contact details of an employee with decision-making authority who will attend to all correspondence from Cartello; you will not do anything or allow any act to be done which does or is reasonably and foreseeably likely to prejudice the good name and reputation of Cartello.you will not use the Platform or the Services to breach any applicable law or regulation or perform or encourage any illegal activity including (without limitation) promoting or facilitating money laundering or financial crimes; and/oryou will not facilitate or assist any third party to do any of the above,failing which, such action will automatically and immediately be deemed to be a material breach of these Terms, allowing Cartello to manifest all of its rights in the case of breach, including but not limited to denying you access to the Platform/Services, reporting your actions to an applicable authority, demanding specific performance and/or suing you for damages.The Platform is only available on compatible devices connected to the internet. It is your responsibility to obtain these devices and any connectivity necessary to use the Platform.
Without prejudice to any of our other rights (whether at law or otherwise), we reserve the right to deny you access to the Platform or the Services where we believe (in our reasonable discretion) that you are in breach of any of these Terms.We do not guarantee that the Platform, or any portion thereof, will function on any particular hardware or device.Intellectual Property Services IPAll intellectual property rights relating to the deliverables (excluding any documents, computer code, method of operation and systems, procedures or products developed by or belonging to Cartello and not developed or created as a result of the provision of the Services) (“Service IPR”) shall belong to and upon its creation vest in Cartello. Subject to payment in full of the Fee, Cartello assigns to you and insofar as it is not competent for Cartello to accurately assign, hereby undertakes and agrees to assign to you from the date of creation its whole right, title, and interest in all Service IPR at no additional charge. Cartello IPAll website layout, website content, material, information, data, software, icons, text, graphics, layouts, images, sound clips, advertisements, video clips, user interface design and layout, trade names, logos, trademarks, designs, copyright and/or service marks, together with the underlying software code and everything submitted by you to the Platform and Cartello in use of the Services, (“the intellectual property”) are owned (or co-owned or licenced, as the case may be) by Cartello, its shareholders, associates and/or partners, whether directly or indirectly, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to you in these Terms, all other rights to all intellectual property on the Platform are expressly reserved. You may not copy, download, print, modify, alter, publish, broadcast, distribute, sell, or transfer any intellectual property, editorial content, graphics or other material on the Platform or the underlying software code whether in whole or in part, without the written consent of Cartello first being granted, which consent may be refused at our discretion. No modification of any intellectual property, content, or graphics is permitted. Should you breach these provisions, Cartello and/or the rightful intellectual property rights owner may launch legal proceedings against you for a breach of contract, resulting in a claim of damages against you.
We reserve the right to make improvements or changes to the intellectual property, information, videos, artwork, graphics, and other materials on the Platform or to suspend or terminate the Platform, at any time without notice; provided that any transactions or functions already concluded, will not be affected by such suspension or termination (as the case may be). Where any of the Platform intellectual property has been licensed to Cartello or belongs to any third party, other than that which has been submitted by you, all rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time, and you agree to comply with such third-party terms and conditions.Subject to adherence to the Terms, Cartello grants to you a personal, non-exclusive, non-assignable and non-transferable license to use and display all content and information contained on the Platform on any machine which you are the primary user. However, nothing contained on the Platform or in these Terms should be construed as granting any licence or right to use any intellectual property without the prior written permission of Cartello. All rights in and to the content of the Platform always remain expressly reserved by Cartello.Please contact us at legal@cartello.io if you have any questions on intellectual property. Confidentiality and Processing of Personal Information Confidentiality - Neither party shall, during or after the provision of these Terms, use to the prejudice or detriment of the other party, or divulge to any person, any material, client list, business method, trade secret or any other confidential information concerning the business affairs of the other party which may have come into its possession or knowledge during the provision of the Services.Authority to Share Information - By sharing your personal information with us, you warrant that the person using the Platform or Services is you and/or you have the legal authority to act on behalf of a corporate entity. You are responsible for all the actions taken in relation to these Terms and our Services.
Processing Information - We will process all personal information in accordance with our Privacy Policy and ensure all appropriate technical and organizational measures are in place against the unauthorized use, accidental loss, damage or destruction of personal data. Public Relations - Unless otherwise agreed, you agree that we will be entitled from time to time, in perpetuity, at no cost paid to you, to publish in our literature and the media, display on our website and other public online channels, release public relations statements, that include your company name and logo and/or a case study of the Services provided to you as a client of Cartello.Messaging and AdvertisingData Messages between you and CartelloData messages, including email messages, you send to us will be considered as received only when we acknowledge or responded to these messages.Data messages we send to you will be regarded as received when the data message enters your email sever inbox and is capable of being retrieved and processed by you.We reserve the right not to respond to any email or other data message that contains obscene, threatening, defamatory or otherwise illegal, unlawful, or inappropriate content, and to take appropriate action against the sender of such email or data message if necessary.Messages sent over the internet cannot be guaranteed to be completely secure as they can be intercepted, lost, or corrupted. We are therefore not responsible for the accuracy or safety of any message sent by email or over the internet.Hyperlinks, Deep Links, FramingThe Platform may include links to other websites ("other sites"). Cartello does not own or endorse these other sites and is not responsible for the information, material, products, or services contained on or accessible through these other sites. Any hyperlinks do not imply any endorsement, agreement on or support of the content or products of these other sites.Cartello does not own the content on any other site which may be shown on the Platform. Should the owner of any content showcased on the Platform want the content to be removed, please contact us at legal@cartello.io to request the removal of such content.Your access and use of the other sites remain solely at your own risk and on the terms set by the operator of any other site. Advertising And Sponsorships on the PlatformThe Platform may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Platform complies with all applicable laws and regulations.Cartello, its shareholders, directors, employees, partners, affiliates, and agents accordingly exclude, to the maximum extent permitted in law, any responsibility or liability for any error or inaccuracy appearing in advertising or sponsorship material.
Disclaimers and IndemnitiesDisclaimersAs Is - The Platform and Services, including intellectual property appearing therein, are provided "as is" and "as available". Cartello makes no representations or warranties, express or implied, including but not limited to warranties as to the accuracy, correctness, or suitability of either the Platform or information provided thereon and the information contained about any Service or outcome.Tracking Data - You understand and agree that Cartello takes no responsibility for failure of the tracking data and/or inconsistent and/or inaccurate data arising from the use of Google Webmaster Tools or any other third-party data capture tools, systems or software and you accordingly indemnify Cartello from any loss related thereto. Third Party Liability - Where Cartello is required to contract, manage, or liaise with any third party in terms of the Services, we take no responsibility for the conduct of that third party, any other content on a third party’s website nor liability for any act or omission on that third party’s behalf.Security Measures - Cartello shall take reasonable security measures to ensure the safety and integrity of the Services and to prevent viruses, unlawful monitoring and/or access. However, Cartello does not warrant or represent that the Services will be uninterrupted or error free or that any information, data, content, software, or other accessible material will be free of bugs, viruses, worms, trojan horses or other harmful components. Your access to and use of the Services remains solely at your own risk, and you are advised to take your own precautions accordingly. Limited Liability - Cartello, its shareholders, directors, employees, and partners, accept no liability for any loss, claim, damage or injury caused or sustained, save as may be occasioned as a direct result of any wilful or grossly negligent act or omission on the part of Cartello in the course and scope of the provision of the Services, provided always that Cartello shall never be liable to you and/or your customers, employees and contractors in respect of consequential, indirect or special losses and/or damages (including loss of profits). Our liability in any circumstance shall be limited to the proceeds of any insurance cover, if any, carried by Cartello in relation to our liability arising in respect of the Services.IndemnitiesSave for instances of fraud or gross negligence, you agree to indemnify and hold Cartello harmless from and against any and all actions, claims, demands, proceedings or judgments (collectively “claims”) and any and all losses, liabilities, damages, costs, charges and expenses (collectively “losses”) of whatever nature, including for attorneys’ fees and related costs such as tracing fees, made by any third party, and in whichever jurisdiction, which may be instituted, made or alleged against, or are suffered or incurred by you or arise out of or in connection with your use of the Platform and/or Services offered or concluded through the Platform in any way.You agree to indemnify, defend, and hold Cartello harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) related to your breach of these Terms.This clause will survive termination of these Terms.Dispute Resolution Negotiation - Should any dispute, disagreement or claim arise between you and Cartello, the parties will endeavour to resolve the dispute amicably, by negotiation, and with the best interests of both parties in mind.Arbitration - If the dispute is still not resolved, the parties will commence and be party to binding and confidential arbitration in terms of the expedited rules of the Arbitration Foundation of Southern Africa (“AFSA”), with an arbitrator selected by Cartello. Arbitration proceedings shall be conducted in Cape Town, ZA in English.Jurisdiction - Notwithstanding the above, both parties' consent to the non-exclusive jurisdiction of the High Court of the Republic of South Africa, even in the event where the quantum in the dispute may be less than the monetary jurisdiction of that court. Either party may also always use the dispute resolution services of any applicable legislative tribunal or ombud, as provided for in applicable legislation.No Publication - The parties both agree that in no circumstance will either party publicize the dispute on any social media or other public platforms. The parties understand that any publicity of this nature can cause serious damage to the other party, which damage may result in a financial claim against the infringing party.Termination of Use IN ADDITION TO OUR OTHER RIGHTS HEREIN, WE RESERVE THE RIGHT TO RESTRICT AND/OR TERMINATE YOUR ACCOUNT AND USE OF THE SERVICES IF YOU BREACH ANY OF THESE TERMS, OR FOR ANY OTHER REASON IN OUR SOLE DISCRETION PROVIDED THAT WE GIVE REASONABLE NOTICE TO YOU.Depending on the severity of the breach, we may in our sole discretion, reinstate your account following restriction thereof. If you wish to terminate your agreement with us and these Terms, or end your use of the Services, you may do so providing us with 30 (thirty) days prior written notice. Termination will not have any effect on the continued and comprehensive functioning or legitimacy of any lawful rights which we may have at the time of said termination.Upon termination of your agreement with us for any reason, we will immediately destroy or return (at your election) any confidential, proprietary, or other property which belongs to you, including but not limited to any log-in details or passwords which are in our possession or control.Notices and Service AddressEach of the parties chooses their service address for the purposes of the giving of any notice, the serving of any process and for any other purposes arising from these Terms as being:in the case of Cartello, at legal@cartello.io; orin the case of the client, at the e-mail and addresses provided when registering for the Services. Each of the parties will be entitled from time to time, by written notice to the other to vary its service address to any other address which is not a post office box or poste restante, provided that the change will become effective only 14 (fourteen) days after service of the notice in question.Notwithstanding the above, any notice given in writing in English, and actually received by the party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause.Company InformationSite owner: Cartello Communications (Pty) LtdLegal status: Private CompanyRegistration number: 2017/540016/07Directors: Paul M Lombard, Pierre LaingDescription of main business: Web Marketing Email address: legal@cartello.ioPlatform address: https://www.cartello.ioPhysical address: 1 Sand Hill Rd, The Old Foundry, Cape Town, South AfricaThe Fine Print Relationship Between the Parties - The relationship of the parties, inter se, shall be governed by these Terms and nothing contained herein shall be deemed to constitute a partnership, joint venture, employer/employee agreement, agency agreement, or the like between them. No party shall by the reasons of the actions of the other party incur any personal liability as co-partner to any third party. Force Majeure - If either party is prevented, whether in whole or in part, or delayed from performing any of its duties, functions or obligations under these Terms, whether timeously or at all, due to an event out of their control (which for the purposes hereof shall mean war, political riots, civil commotions, electrical load-shedding or surges, legal prohibitions or restrictions, epidemics, pandemics, governmental lockdowns, fire, floods or other similar natural disasters), then such failure shall not constitute a breach under these Terms, and the obligation to perform shall be suspended to the extent and during the continuance of such prevention provided that the parties shall use their reasonable commercial endeavours to minimise any delay occasionedChange Without Notice - The Platform and these Terms are subject to change without notice. These Terms are updated or amended from time to time and will be effective once we upload the amended Terms to the Platform. Your continued access or use of the Platform constitutes your acceptance to be bound by these Terms, as amended. It is your responsibility to read these Terms periodically to ensure you are aware of any changes.Entire Agreement - This document contains the entire agreement between the parties in relation to the subject matter hereof. Save as contemplated in clause 13.1, no alteration, cancellation, variation of, or addition hereto will be of any force or effect unless reduced to writing and signed by all the parties to these Terms or their duly authorised representatives.No Indulgence - No indulgence, leniency or extension of time granted by Cartello shall constitute a waiver of any of Cartello’s rights under these Terms and, accordingly, Cartello shall not be precluded as a consequence of having granted such indulgence, from exercising any rights against the client which may have arisen in the past or which might arise in the future.Importation of Words - Words importing the singular will include the plural and vice versa. Words importing one gender will include the other genders, and words importing persons will include partnerships, trusts, and bodies corporate, and vice versa.Headings as Reference - The headings to the paragraphs in these Terms are inserted for reference purposes only and will not affect the interpretation of any of the provisions to which they relate. Governing Law - Your access and/or use of the Platform and/or the Services, any downloaded material from it and the operation of these Terms (including any transaction concluded pursuant thereto) shall be governed by and construed in accordance with the laws of the Republic of South Africa.Failure to Pay - In the event of a client failing to pay any amount timeously or breaching these Terms, the client shall be liable for all legal costs (on the scale as between attorney and client) (including collection commission) which may be incurred by Cartello in relation to the payment failure or breach.Severability - Each sentence, paragraph, term, clause and provision of these Terms and any portion thereof shall be considered severable and if for any reason, any such sentence, paragraph, term, clause or provision is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation or in terms of a final, binding judgment issued by any court, it shall to that extent be deemed not to form part hereof and shall not impair the operation of, or have any effect upon such other sentence, paragraph, term, clause or provision hereof as may otherwise remain valid or intelligible, which shall continue to be given full force and effect and bind the parties hereto.Prohibited Provision - No term or condition of these Terms is intended to breach any peremptory provisions of any consumer protection legislation and any regulations thereto ("Prohibited Provision"). Any breach of any such Prohibited Provision shall be governed by the provisions of clause 13.10.Should you have any complaints or queries, kindly email us at legal@cartello.io. Glossary“Business Day” means any day except Saturday, Sunday and officially recognised public holidays in the Republic of South Africa;“Organic Non-Brand Web Ranking/s” means internet traffic metrics associated with free, non-paid search engine traffic which measures the position of a word, phrase or combination thereof, in the results of an online search engine, including but not limited to Google and Bing for the supplied words, phrase or combination thereof which excludes a client’s brand name, or variation thereof; “Organic Non-Brand Web Revenue” means internet traffic metrics associated with free, non-paid search engine traffic which measures the approximation of the money generated by a client’s chosen website and where the metric excludes the client’s brand name or variation thereof;“Organic Non-Brand Session/s” means internet traffic metrics associated with free, non-paid search engine traffic which measures website traffic and visits from online sources by web users and that excludes a client’s brand name or variation thereof;“Success Metrics” means a metric or series or metrics that serve as the services’ measure of success, as decided and agreed upon between a client and Cartello.
