MASTER AGENCY AGREEMENT
(White Label Production, Publishing, Hosting, Digital Operations & Creative Services)
This Agreement governs all services provided by:
WOW Marketing Agency (“Service Provider”)
to any individual, company, agency, or organisation (“Client”).
By engaging services or continuing to use any services, the Client agrees to be bound by this Agreement.
1. NATURE OF AGREEMENT
This Agreement is a:
- Production capacity agreement
- Creative services agreement
- Digital infrastructure agreement
- White-label production framework
It is not:
- A credit facility
- A revenue-sharing agreement
- A partnership or joint venture
2. CORE PRINCIPLE (NO PAYMENT = NO WORK)
The Service Provider has no obligation to:
- Continue production
- Deliver work
- Publish content
- Maintain systems
- Host services
where payment has not been received in full and cleared.
No partial payment guarantees delivery unless agreed in writing.
3. PAYMENT TERMS
- All services are payable in advance
- Payment must reflect on or before the second last calendar day of each month
- Services remain active only while accounts are in good standing
The Client remains liable regardless of:
- Usage
- Internal delays
- Content readiness
- End-client payments
4. AUTOMATIC DEFAULT
If payment is not received by 23:59 on the due date:
- The account is automatically in DEFAULT
- No grace period applies
- No notice is required
5. IMMEDIATE SUSPENSION OF SERVICES
Upon default, the Service Provider may immediately suspend all services including:
- Hosting
- Websites
- Email systems
- Social media
- YouTube management
- Magazine production
- AI services
- Administrative support
Actions may include:
- Website placed on holding page
- Email deactivation
- Publishing freeze
- System access restriction
No liability applies to the Service Provider.
6. DOMAIN, HOSTING & EMAIL CONTROL
The Service Provider may manage:
- Domains
- DNS
- Hosting
- Email systems
In arrears:
- Domains may be suspended or redirected
- Websites taken offline
- Emails disabled
No liability for:
- Domain loss
- Email loss
- SEO loss
- Business interruption
7. ALL DESIGN PRODUCTIONS (MAGAZINES, REPORTS & PUBLICATIONS)
Applies to all publishing work including magazines, reports, journals, and catalogues.
7.1 Production Commencement
No production begins unless:
- All content is complete
- All images are final
- All files are correctly supplied
- Google Drive is 100% complete
7.2 Advertisement Standards
All ads must be:
- A4 correct size
- Print-ready PDF
- CMYK
- 300dpi
- With bleed
Non-compliant ads may be rejected or re-quoted.
7.3 Production Lock Rule
Once production begins:
The project is locked.
No changes unless a new production cycle is initiated.
7.4 Revision Policy
- One consolidated revision round only
- Additional revisions billed separately
7.5 No Payment = No Publication
If unpaid:
- No digital release
- No print release
- No distribution
7.6 File Delivery
Includes:
- PDF print file
- Digital PDF
- Cover JPEG
- Cover PDF
7.7 Article Extraction
Articles may be extracted and stored separately for marketing use.
8. PROJECT SUSPENSION, BACKLOG & REACTIVATION POLICY
8.1 Suspension (30+ Days Non-Payment)
If unpaid for 30 days:
- Project becomes SUSPENDED
- Removed from active production queue
- No timelines apply
8.2 Backlog Priority System
Production priority is:
- Active paying clients
- Current retainers
- Scheduled production
- Backlog projects
Backlog projects do NOT retain priority.
8.3 Reactivation Notice Requirement
When reactivating a suspended project:
The Client must allow:
1 week of production lead time per month of inactivity or non-payment
Example:
- 3 months inactive = 3 weeks lead time
8.4 Re-Onboarding Requirement (90+ Days)
After 90 days of inactivity:
- Project is considered DORMANT
- Requires reactivation scheduling
- May incur re-onboarding fees
- Original timelines are void
8.5 Price Protection Expiry Clause
If a project is inactive for 90 days or more:
- Previous pricing is no longer guaranteed
- New pricing applies at current rates
- Additional quoting may be required
8.6 Abandonment Clause (180+ Days)
After 180 days:
Service Provider may:
- Archive project
- Delete working files
- Release production capacity
- Require full re-quote and restart
No liability for data loss.
9. AFTER-HOURS & EMERGENCY SERVICES
Standard hours: Monday–Friday (08:00–17:00)
Emergency work outside hours:
R1,500 per hour
Includes:
- Website emergencies
- Publishing crises
- Email failures
- Urgent edits
Minimum billing: 1 hour
10. CLIENT DELAY CLAUSE
Any delay caused by Client:
- Extends timelines automatically
- Overrides all deadlines
- Removes Service Provider liability
11. PRODUCTION PRIORITY SYSTEM
Work is prioritised by:
- Payment status
- Content readiness
- Scheduling availability
Non-paying accounts lose priority.
12. FILE RETENTION & ARCHIVING POLICY
12.1 Active Storage (0–30 Days)
- Full production files retained
- Editable access available
12.2 Archive Storage (30–90 Days)
- Files moved to archive
- Limited access only
- No active editing
12.3 Dormant Storage (90–180 Days)
- Files may be compressed or restricted
- Retrieval subject to admin fee
12.4 Deletion Policy (180+ Days)
- Files may be permanently deleted
- No recovery guaranteed
- No liability for loss of data
13. RE-ONBOARDING FEES
Any dormant or suspended project requiring reactivation may incur:
- Re-onboarding fee
- Project reassessment fee
- New scheduling fee
Quoted per case.
14. INTELLECTUAL PROPERTY
Until full payment:
- All work remains property of WOW Marketing Agency
After payment:
- Final deliverables transfer to Client
- Portfolio rights retained
15. WHITE LABEL PROTECTION
Client may not:
- Reverse-engineer systems
- Copy workflows
- Disclose production structure
- Resell internal systems
16. LIMITATION OF LIABILITY
Limited strictly to:
One (1) month’s retainer fee
No liability for:
- Revenue loss
- Data loss
- Business interruption
- Platform failure
17. TERMINATION
- Minimum term: 12 months
- 30 days notice thereafter
Early termination:
- Full remaining contract value payable immediately
18. DEBT RECOVERY
Client liable for:
- Legal fees
- Collection fees
- Interest
- Recovery costs
19. INTEREST ON OVERDUE ACCOUNTS
2% monthly interest or maximum legal rate.
20. GOVERNING LAW
Republic of South Africa
21. ACCEPTANCE
Use of services constitutes acceptance of this Agreement in full.