Terms of Service

DRAFT, NOT IN FORCE. This document is an unapproved draft. It has not been reviewed by a lawyer and it is not a statement of anyone's rights or obligations.

It contains unresolved [[TO CONFIRM: ...]] markers, each of which is a real-world fact nobody has confirmed yet. Four clauses must not be published as drafted: section 11 (fees) is entirely placeholder, and section 18 (limitation of liability) needs legal review, in particular the advertising spend carve-out and whether the liability cap is commercially acceptable.

Do not present this to a customer, quote from it, or rely on it. The effective date below is the date this draft was loaded, not a date on which anything takes effect.

Effective date: [[TO CONFIRM: effective date]] Last updated: [[TO CONFIRM: date this version was published]] Version: [[TO CONFIRM: version label, for example 1.0]]

These terms are a contract between you and us. Please read them. If you are agreeing to them for a company, you confirm that you are allowed to bind that company.

1. Who we are and what these terms cover#

Clickbase is a campaign management platform operated by [[TO CONFIRM: full registered legal entity name, for example From First Click (Pty) Ltd]], registration number [[TO CONFIRM: company registration number]], a company incorporated in the Republic of South Africa with its registered address at [[TO CONFIRM: registered address]].

In these terms, "we", "us" and "our" mean that company. "You" and "your" mean the organisation that opens a Clickbase account, together with everyone who uses the platform under that account.

These terms govern your use of:

• the Clickbase application at app.clickbase.tech;
• the Clickbase website at clickbase.tech;
• any related documentation, support and services we provide.

We refer to all of that together as the Service.

By creating an account, signing in, or using the Service, you accept these terms. If you do not accept them, do not use the Service.

Our Privacy Policy explains how we handle personal information and forms part of these terms.

2. Definitions#

Agency. The organisation that holds a Clickbase account. Every Clickbase account is held by an agency. You are the Agency.

Client. A business whose advertising the Agency manages inside Clickbase. A Client is a record inside your account. A Client is not a Clickbase account holder, does not sign these terms, and does not get access to the Service through its own account.

Client Account. An advertising account on a third party platform, such as a Meta ad account or a Google Ads customer account, that you connect to Clickbase.

Customer Data. Everything you, your users, or your connected platforms put into or generate inside the Service. This includes client records, campaigns, budgets, pacing targets, tasks, comments, uploaded files, approvals and reported performance data.

Agent. The automated campaign assistant built into Clickbase, described in section 7.

Go-live. Any action that starts advertising spend or increases spend that is already running. This includes activating a campaign, ad set or ad, and increasing the budget on something that is already delivering.

Platform. A third party advertising or data service that Clickbase connects to, including Meta, Google, LinkedIn and Microsoft.

3. The Service#

Clickbase lets an agency manage advertising campaigns for its clients in one place. Depending on how your account is configured, the Service can:

• hold your record of clients, campaigns, budgets and pacing targets;
• read delivery and spend data back from connected advertising platforms and report on it;
• build campaigns, ad sets, ads and audiences on connected platforms;
• change budgets, pause campaigns and activate campaigns on connected platforms;
• run an automated agent that carries out work on your instruction, subject to the approval gate in section 7;
• run automatic budget pacing, if you switch it on for a specific client, subject to section 8.

We may add, change or remove features. Section 13 explains how we handle changes that materially reduce what the Service does.

4. Accounts, organisations and users#

Account creation. You create a Clickbase organisation and invite users into it. Each user needs their own login. Do not share logins.

Your users. You are responsible for everything done under your account, including by your staff, contractors and anyone you invite. Make sure your users know these terms and follow them.

Roles. Some users can be given administrator rights within your organisation. An administrator can invite and remove users, connect advertising accounts, and approve changes that start spend. It is your job to decide who gets that.

Security of credentials. Keep login credentials confidential. Tell us promptly at [[TO CONFIRM: security contact address]] if you believe an account has been compromised.

Accuracy. Keep your account details current and accurate.

5. Your responsibilities#

You are responsible for:

• The authority to act. You confirm that you are authorised by each of your clients to manage their advertising, to connect their advertising accounts to Clickbase, and to spend their money on advertising platforms through the Service.
• The content you publish. All ad copy, creative, landing pages, targeting choices and offers that you build or activate through the Service are yours. You are responsible for them being lawful, accurate and compliant with each platform's policies.
• Your data. The lawfulness of the data you put into the Service, including any customer lists, offline conversion data and personal information of your clients' customers. See section 9 and our Privacy Policy.
• What you approve. Approving a go-live in Clickbase starts real advertising spend on a real account. That decision, and the spend that follows, is yours.
• Your budgets. Setting correct budgets, pacing targets and caps, and monitoring spend against them.

6. Connecting advertising accounts#

To do anything useful, Clickbase needs access to your advertising accounts. You grant that access yourself, through the platform's own authorisation flow.

What you are granting. When you connect a platform, you are giving Clickbase permission to read from and write to the advertising accounts covered by that grant, on your behalf. That includes creating campaigns, changing budgets, pausing campaigns and activating campaigns.

Scope. We limit which accounts a connection may act on using the client account records you configure in Clickbase. Keep those records accurate. If you list an advertising account against a client, you are telling us the Service may act on it.

How credentials are held. Platform credentials you grant are stored encrypted and are used only to carry out actions for your organisation. They are never shown back to you or to any other customer.

Revoking access. You can withdraw a platform grant at any time, either in Clickbase or through the platform's own settings. Once you do, features that depend on it will stop working. Withdrawing a grant does not undo changes already made.

Platform rules. Advertising platforms set their own terms, policies and rate limits. We pass their responses through to you as they are given. We are not responsible for a platform rejecting, disapproving, throttling or removing your campaigns.

6.1 If you appoint us to run your advertising#

Separately from the Service, we also offer paid media management. If you engage us for that, our people will operate your advertising accounts through Clickbase in the same way your own staff would, under a separate written engagement that sets out the scope, the fees and who may approve spend.

That engagement is a distinct agreement. These terms continue to govern your use of the Service itself. Where the two conflict on the subject of the managed service, the engagement takes precedence.

Two things stay true whichever arrangement applies. Your account remains yours, and it is separated from every other agency's account by the same controls. And the approval requirement in section 7.2 still applies: whoever holds the approval right under your engagement must approve a go-live before it runs.

7. The Agent and the approval gate#

Clickbase includes an automated agent that can plan and carry out campaign work from your instructions. It is built on a large language model and it acts on your real advertising accounts. You need to understand what it can and cannot do on its own.

7.1 What the Agent can do without asking you#

The Agent builds everything in a paused state. Work that moves no money is applied directly and recorded in an audit trail you can review. That includes:

• creating campaigns, ad sets, ads and creatives in a paused state;
• uploading images and videos to a platform;
• creating and populating audiences;
• pausing a campaign, ad set or ad;
• reducing a budget, or changing a budget on something that is already paused;
• reading reports, account structures and performance data.

7.2 What always needs your approval#

No campaign, ad set or ad is set live by the Agent without a person approving it. Setting something live is the point at which money starts moving, and it is the one checkpoint the Agent cannot pass on its own.

When the Agent reaches a go-live, it stops. It creates a pending approval showing what it proposes to do, and it waits. Nothing is applied until an authorised user in your organisation approves it in Clickbase. If you reject it, nothing is applied.

Where a go-live covers a whole campaign, the approval covers the campaign and everything beneath it as one decision, and the pending approval lists every object it would activate.

Approvals are bound to the user who requested the change. One user cannot approve another user's pending change.

7.3 Budget increases on live campaigns#

A budget increase on a campaign that is already delivering also raises live spend, so it is treated the same way: it is routed to a human approval.

Where you have asked us to enable a bounded automatic mode for your organisation, an increase may be applied without an approval only if it falls inside the safety caps configured for you. Those caps are a maximum multiple of the current daily budget and, where configured, an absolute per-day ceiling in the account's own currency. An increase above either cap is refused outright and handed back for manual review. If we cannot read the current budget reliably, the change is sent to a human rather than applied.

7.4 Limits and your responsibility#

• The Agent is an automated system built on a language model. It can be wrong, it can misread a brief, and it can propose something you do not want. Read what you approve.
• We apply the controls described above and record an audit trail, but the approval decision is yours, and the resulting spend is yours.
• We are not liable for advertising spend that results from a change you approved. Section 18 sets out the limits on our liability more fully.
• The Agent's capabilities, models and safety limits may change as the Service develops. The approval requirement in section 7.2 will not be removed without notice under section 23.

8. Automatic budget pacing#

Clickbase can automatically adjust campaign budgets to keep spend on track against the pacing targets you set. This is off by default and is switched on per client, by you or at your request.

When it is on:

• budget changes are recomputed against the budget line you configured and applied on a schedule;
• a recomputed budget that exceeds a configured multiple of the campaign's current daily budget is refused, not applied, and handed to a person for review;
• every run is recorded so you can see what was changed and why.

Automatic pacing does not activate anything. Turning it on does not remove the approval requirement in section 7.2. You remain responsible for the pacing targets and budget lines it works from.

9. Customer Data and our role#

You own your Customer Data. We do not acquire any ownership in it.

We process it for you. In relation to Customer Data that contains personal information, you act as the responsible party (controller) and we act as your operator (processor). We process that personal information only to provide the Service, on your documented instructions, and as described in our Privacy Policy.

Our own user records. For the account and profile information of the individual users who sign in to Clickbase, we act as the responsible party (controller) in our own right. Our Privacy Policy explains this split.

Sub-processors. We use third party service providers to run the Service. They are listed in our Privacy Policy. We will keep that list current and will tell you before adding a sub-processor that handles your Customer Data, so you have a chance to object.

Data processing terms. If you require a separate data processing agreement, contact us at [[TO CONFIRM: contact address for legal or data protection matters]].

Licence to us. You grant us the licence needed to host, copy, transmit, display and process Customer Data for the purpose of providing the Service to you, and for no other purpose.

Aggregated statistics. We may produce aggregated and de-identified statistics about how the Service is used, for example error rates and feature usage, provided they do not identify you, your users or your clients. We may use those to operate and improve the Service.

10. Acceptable use#

You may not, and may not allow anyone else to:

• use the Service in breach of any law, or of the policies of any advertising platform you connect;
• upload personal information you have no lawful basis to process, or that you were not permitted to disclose to us;
• attempt to gain access to another customer's data, or to any part of our systems you are not authorised to reach;
• probe, scan or test the security of the Service without our prior written permission;
• reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent the law says you may;
• resell, sublicense or provide the Service to a third party as a standalone service, unless we have agreed in writing;
• use the Service to build a competing product;
• interfere with the Service's operation, including by placing an unreasonable load on it or by circumventing rate limits;
• use the Agent to attempt to make the Service perform actions outside the permissions you hold, or to bypass the approval gate in section 7.

11. Fees, invoicing and taxes#

[[TO CONFIRM: the entire commercial model, including price, billing period, currency, payment terms, what happens on non-payment, trial terms, and whether fees can be increased and on what notice. The clauses below are placeholders and must be replaced with the actual commercial terms before publication.]]

• Fees for the Service are as set out in your order form or as published at [[TO CONFIRM: pricing page URL]].
• Fees are payable in [[TO CONFIRM: currency]] and are [[TO CONFIRM: inclusive or exclusive]] of VAT and any other applicable taxes.
• Invoices are payable within [[TO CONFIRM: payment period]] of the invoice date.
• If an invoice is overdue, we may suspend access under section 20 after giving you [[TO CONFIRM: notice period]] written notice.

Advertising spend is separate. Fees for the Service do not include what you spend on advertising platforms. You pay platforms directly, under your own arrangements with them. We never hold or disburse your advertising budget.

12. Third party platforms and their terms#

The Service connects to platforms operated by other companies. Your use of those platforms is governed by your agreements with them, not by these terms.

We do not control those platforms. Their APIs change, their policies change, and they can suspend or restrict accounts. If a platform changes in a way that breaks a Clickbase feature, we will make reasonable efforts to adapt, but we cannot guarantee that any specific platform capability will remain available.

Data a platform reports back to us, such as spend and delivery metrics, is the platform's data. We report it as we receive it. Platforms restate figures, and their numbers can differ from their own interfaces. We do not warrant that reported figures are accurate or final.

13. Availability, changes and support#

Availability. We aim to keep the Service available, but we do not commit to a specific uptime figure unless we have agreed one with you in writing. [[TO CONFIRM: whether a service level agreement exists and, if so, its terms.]]

Maintenance. We may take the Service down for maintenance. Where planned maintenance will interrupt the Service materially, we will give you reasonable advance notice.

Changes to features. We may change the Service. If we intend to remove or materially reduce a feature you rely on, we will give you at least [[TO CONFIRM: notice period, for example 30 days]] notice by email or in the application.

Support. Support is provided by email at [[TO CONFIRM: support address]] during [[TO CONFIRM: support hours and time zone]].

Dependencies. Parts of the Service depend on third party platforms and on our own supporting infrastructure. An outage in one of those can interrupt features that depend on it. Reporting data can be delayed or incomplete during such an outage.

14. Confidentiality#

Each of us may receive information from the other that is not public and that a reasonable person would treat as confidential. Each of us will keep the other's confidential information confidential, use it only for the purpose of this agreement, and disclose it only to people who need it and who are under equivalent obligations.

This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already had, that it develops independently, or that it must disclose by law, provided it gives the other party notice where it is lawfully able to.

15. Intellectual property#

We own the Service, including all software, designs, documentation and trademarks in it, and all improvements to it. These terms grant you a non-exclusive, non-transferable, revocable right to use the Service during the term, for your own business and for managing your clients' advertising. They grant you nothing else.

You own your Customer Data, your trademarks and your creative assets.

16. Feedback#

If you send us suggestions or feedback, we may use them without restriction and without owing you anything. We will not identify you as the source without your permission.

17. Warranties and disclaimers#

We warrant that we will provide the Service with reasonable skill and care.

Beyond that, and to the fullest extent the law allows, the Service is provided as is. We do not warrant that:

• the Service will be uninterrupted or error free;
• reported advertising figures will be accurate, complete or reconcile with a platform's own interface;
• the Agent's output, recommendations or builds will be correct, optimal or suitable for a particular campaign;
• the Service will produce any particular advertising outcome, return on spend, or business result.

Nothing in these terms excludes or limits any right you have under the Consumer Protection Act 68 of 2008 or any other law, to the extent those rights cannot lawfully be excluded.

18. Limitation of liability#

Neither of us is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss of goodwill, however caused.

Advertising spend. We are not liable for advertising spend incurred on a connected platform, including spend resulting from a change that a user in your organisation approved, from a budget you configured, or from a platform's own delivery behaviour.

Cap. Our total liability arising out of or in connection with these terms in any 12 month period is limited to the fees you paid us for the Service in the 12 months before the event giving rise to the claim. [[TO CONFIRM: whether this cap is commercially acceptable, and whether a separate, higher cap should apply to breaches of confidentiality or to data protection breaches.]]

Exclusions from the cap. Nothing in this section limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

19. Indemnity#

You will indemnify us against claims, losses and reasonable costs arising from:

• your advertising content, offers or landing pages;
• your breach of an advertising platform's terms;
• your processing of personal information in breach of data protection law, including personal information you put into the Service without a lawful basis;
• your breach of section 10 (acceptable use).

We will tell you promptly about any such claim, let you control the defence of it, and give you reasonable cooperation at your cost.

20. Suspension#

We may suspend your access, in whole or in part, if:

• we reasonably believe your use is causing, or is likely to cause, harm to the Service, to us, or to another customer;
• we are required to by law or by an advertising platform;
• your account is materially overdue for payment and we have given you the notice required by section 11.

We will limit any suspension to what is necessary, and we will restore access as soon as the reason for it is resolved. Except where the law or a security risk prevents it, we will tell you before we suspend and explain why.

21. Term and termination#

These terms apply from the date you first use the Service and continue until terminated.

You may terminate at any time by giving us [[TO CONFIRM: notice period]] written notice, or by closing your account. [[TO CONFIRM: whether fees already paid are refundable on termination.]]

We may terminate on [[TO CONFIRM: notice period]] written notice, or immediately if you commit a material breach that you do not fix within 14 days of us asking you to, or if you become insolvent or subject to business rescue.

On termination, your right to use the Service ends immediately.

22. What happens to your data when the agreement ends#

Before you leave. You can export your Customer Data from the Service before termination. [[TO CONFIRM: what self-service export exists, and whether an assisted export is offered and at what cost.]]

After termination. We will make your Customer Data available for export for [[TO CONFIRM: retention window after termination, for example 30 days]] after the effective date of termination. After that window, we will delete or de-identify it in accordance with our Privacy Policy and our retention obligations, except where the law requires us to keep it for longer.

What we cannot delete. Changes already made on an advertising platform are held by that platform, not by us, and deleting your Clickbase account does not undo or remove them. Data already pushed to an advertising platform, such as conversions or audience memberships, is governed by that platform's own retention rules and must be dealt with directly with the platform.

Backups. Data may persist in routine backups for a limited period after deletion from the live system. It is not restored to service and is overwritten on the normal backup cycle.

23. Changes to these terms#

We may change these terms. When we do:

• we will update the "Last updated" date at the top and publish the new version;
• for any change that materially affects your rights or obligations, we will give you at least [[TO CONFIRM: notice period, for example 30 days]] notice by email to your account administrators and by a notice in the application before it takes effect;
• for changes that do not materially affect you, such as clarifications or corrections, the updated version applies from the date we publish it.

If you do not accept a material change, you may terminate before it takes effect by telling us in writing. Continuing to use the Service after a change takes effect means you accept it.

Previous versions of these terms are retained and are available on request.

24. Governing law and disputes#

These terms are governed by the law of the Republic of South Africa.

We will each try in good faith to resolve any dispute by discussion first. If we cannot, the courts of South Africa have exclusive jurisdiction, and we each consent to the jurisdiction of the [[TO CONFIRM: named High Court division, or the Magistrates' Court, per legal advice]].

[[TO CONFIRM: whether arbitration is preferred instead, and if so under which rules.]]

25. General#

Entire agreement. These terms, the Privacy Policy, and any order form or written agreement between us, are the whole agreement between us on this subject and replace anything said or written before.

Order of precedence. If there is a conflict, a signed written agreement between us takes precedence over these terms, and these terms take precedence over any other document.

Assignment. You may not assign these terms without our written consent, which we will not unreasonably withhold. We may assign them to a successor in connection with a merger, acquisition or sale of substantially all our assets, on written notice to you.

Subcontracting. We may use subcontractors and sub-processors to provide the Service. We remain responsible for their performance.

No waiver. If either of us does not enforce a right, that is not a waiver of it.

Severability. If any part of these terms is found unenforceable, the rest continues to apply and the unenforceable part is treated as modified to the minimum extent needed to make it enforceable.

No partnership. Nothing here creates a partnership, joint venture, employment or agency relationship between us.

Force majeure. Neither of us is liable for a failure to perform caused by something genuinely beyond our reasonable control, provided we tell the other promptly and take reasonable steps to mitigate. This does not excuse a failure to pay.

Notices. Notices to you go to the email addresses of your account administrators. Notices to us go to [[TO CONFIRM: legal notices address]].

26. How to contact us#

[[TO CONFIRM: full registered legal entity name]] [[TO CONFIRM: registered address]] General and support: [[TO CONFIRM: support email address]] Legal and data protection: [[TO CONFIRM: legal or privacy email address]]