Terms of Service

Table of Contents

1. Who We Are

2. Eligibility & Account Registration

3. Orders, Scope & Changes

4. Fees, Invoicing & Taxes

5. Subscriptions, Trials & Promotions

6. Acceptable Use

7. Platform Accounts & Third-Party Services

8. Content, Licences & Portfolio Rights

9. Data Protection & Privacy

10. Confidentiality

11. Non-Solicitation (Optional)

12. Warranties & Disclaimers

13. Limitation of Liability

14. Indemnity

15. Term, Suspension & Termination

16. Force Majeure

17. Changes to the Terms

18. Dispute Resolution, Governing Law & Jurisdiction

19. Notices

20. General

21. Service-Specific Addenda (Optional)

22. Contact

Quick Customisation Checklist

Version: 1.0
Effective Date: [14.10.2025]

Important: These Terms of Service (the “Terms”) form a legally binding agreement between [hvacadlab] ("Company", "we", "us", or "our"), Registration No.: na, with its principal place of business at [5 avenue number 10 thabazimbi, South Africa], and any person or entity who accesses or uses our website hvacadlab.com (the "Site") and/or our services (collectively, the "Services"). By accessing or using the Site or Services, you agree to be bound by these Terms.

If you do not agree to these Terms, do not use the Site or Services.

1. Who We Are

We provide marketing and advertising services for HVAC businesses, including but not limited to campaign strategy, media buying (e.g., Meta/Facebook, Google, YouTube), creative production, funnel building, CRM integrations, analytics, and related consulting. Additional service-specific terms may apply and will be referenced in an order form, proposal, or statement of work (each, an "Order").

2. Eligibility & Account Registration

2.1 Legal Capacity. You must be at least 18 years old and have the legal capacity to enter into contracts.

2.2 Business Use. The Services are primarily intended for business users (B2B). If you are a consumer, certain non-excludable rights may apply under South African law (e.g., the Consumer Protection Act, where applicable).

2.3 Account Security. You are responsible for the accuracy of registration information and for safeguarding your login credentials. Notify us immediately of any unauthorised use of your account.

3. Orders, Scope & Changes

3.1 Orders. The scope of Services, deliverables, fees, timelines, and assumptions will be set out in an Order accepted by both parties.

3.2 Change Requests. Any addition or change to scope (including extra revisions, new assets, or platform changes) must be agreed in writing and may affect prices and timelines.

3.3 Client Dependencies. You must provide timely access to platforms, ad accounts, websites, CRM tools, brand assets, and decision-makers. Delays caused by you may extend timelines and may incur additional fees.

4. Fees, Invoicing & Taxes

4.1 Fees. Fees may be fixed, retainer-based, usage-based, or time-and-materials, as set out in the applicable Order. Media spend paid to third parties (e.g., Meta/Google) is separate from our service fees unless expressly stated.

4.2 Invoicing & Payment. Unless otherwise stated, invoices are due [7/14/30] days from date of invoice. Late amounts may accrue interest at [X]% per month (or the maximum permitted by law, if lower).

4.3 Taxes. Fees are exclusive of taxes. You are responsible for VAT and any other applicable taxes, duties, or levies.

4.4 Refunds. Except as expressly stated in an Order or in Section 13 (Warranties & Disclaimers), fees are non‑refundable.

5. Subscriptions, Trials & Promotions

If a subscription, trial, or promotional offer applies, the specific terms will be set out in the Order. Trials convert to paid subscriptions unless cancelled prior to the end of the trial period. We may modify or withdraw promotions at any time.

6. Acceptable Use

You agree not to:

Use the Services in violation of any applicable laws (including advertising standards, privacy laws such as POPIA, and anti-spam rules like CAN-SPAM/GDPR/ePrivacy where applicable to your campaigns).

Infringe intellectual property, privacy, or publicity rights; or distribute unlawful, harmful, defamatory, or deceptive content.

Interfere with the security or integrity of our systems, deploy malware, or attempt to gain unauthorised access to accounts or data.

Engage in misleading or unfair marketing practices, including prohibited claims or hidden fees.

7. Platform Accounts & Third‑Party Services

7.1 Client Ownership. Your ad accounts (e.g., Meta Ads, Google Ads), CRMs, and websites remain yours. You authorise us to access and manage them solely to deliver the Services.

7.2 Third‑Party Terms. Your use of third‑party platforms is governed by those providers’ terms and policies (e.g., Meta, Google, YouTube, TikTok). We are not responsible for their availability, performance, enforcement actions, or policy changes.

7.3 Suspensions. We do not guarantee that third‑party platforms will approve or maintain your ads. Account suspensions, ad disapprovals, or algorithmic changes are outside our control and do not entitle you to refunds.

8. Content, Licences & Portfolio Rights

8.1 Client Content. You grant us a non‑exclusive, worldwide, royalty‑free licence to use, reproduce, modify, and display your trademarks, logos, creatives, and materials solely to perform the Services. You warrant you have necessary rights to grant this licence.

8.2 Deliverables. Upon full payment of all fees due, we assign to you the rights in final, client‑approved deliverables specifically identified in the Order, excluding pre‑existing materials ("Background IP").

8.3 Background IP. We retain ownership of methodologies, templates, software, code snippets, frameworks, and know‑how developed before or independently of the Services. We grant you a non‑exclusive licence to use Background IP only as embedded in the deliverables for your internal business purposes.

8.4 Portfolio Use. Unless you opt‑out in writing, you grant us the right to reference your name, logo, non‑confidential results, and non‑sensitive creative work in our portfolio and marketing materials.

9. Data Protection & Privacy

9.1 Compliance. Each party will comply with applicable data protection laws, including South Africa’s POPIA (Protection of Personal Information Act), and, where applicable, GDPR and other foreign laws relevant to the campaign’s target audience.
9.2 Processor Role. To the extent we process personal information on your behalf, we act as an operator/processor and will process such data only on your documented instructions, implement appropriate security safeguards, and assist with data subject requests as reasonably required. A separate Data Processing Addendum (DPA) may apply.

9.3 Privacy Policy. Our collection and use of personal information via the Site is described in our Privacy Policy, which forms part of these Terms.

10. Confidentiality

Each party shall keep confidential and not disclose the other party’s non‑public information designated as confidential or that reasonably should be considered confidential, except as required by law or with prior written consent. This obligation survives termination for 5 years (and for trade secrets, indefinitely).

11. Non‑Solicitation (Optional)

During the term and for 12 months thereafter, you agree not to directly solicit for employment any of our employees who materially participated in the Services, except through general solicitations not specifically targeted at our personnel.

12. Warranties & Disclaimers

12.1 Mutual Warranties. Each party warrants that it has the authority to enter into these Terms and will comply with applicable laws

12.2 Service Warranty. We will deliver the Services with reasonable skill and care consistent with industry standards.

12.3 Performance Disclaimer. Marketing performance is not guaranteed. Results depend on numerous external factors (e.g., market demand, seasonality, platform policies, creative fit, offer strength, and your internal sales processes).

12.4 General Disclaimer. Except as expressly stated, the Site and Services are provided “as is” and “as available.” We disclaim all other warranties (express, implied, or statutory), including fitness for a particular purpose and non‑infringement, to the maximum extent permitted by law.

13. Limitation of Liability

13.1 Cap. To the fullest extent permitted by law, our total aggregate liability for all claims arising out of or relating to the Terms or Services shall not exceed the fees paid by you to us in the 6 months preceding the event giving rise to liability.

13.2 Exclusions. We shall not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages; loss of profits, revenue, business, goodwill, or data; or platform penalties/suspensions.

13.3 Non‑Excludable Rights. Nothing in these Terms excludes or limits liability to the extent it cannot be excluded or limited under applicable law.

14. Indemnity

You agree to indemnify and hold us harmless from any third‑party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from your: (a) breach of these Terms; (b) content or products/services; (c) violation of laws or third‑party rights; or (d) misuse of third‑party platforms.

15. Term, Suspension & Termination

15.1 Term. These Terms apply from your first use of the Site/Services and continue until terminated as provided herein.

15.2 Suspension. We may suspend the Services or your access to the Site if reasonably necessary to address security risks, legal obligations, or non‑payment.

15.3 Termination for Convenience. Either party may terminate an Order for convenience on [30] days’ written notice unless the Order specifies otherwise. Retainers or pre‑paid fees are non‑refundable unless expressly stated.

15.4 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within [14] days after receiving written notice.

15.5 Effect of Termination. On termination, (a) all amounts due become immediately payable; (b) each party returns or deletes the other’s confidential information; and (c) Sections intended by their nature to survive shall survive.

16. Force Majeure

Neither party will be liable for delays or failures to perform due to events beyond its reasonable control, including acts of God, extreme weather, utility failures, internet or hosting outages, labour disputes, war, terrorism, civil unrest, epidemics, pandemics, or government actions.

17. Changes to the Terms

We may update these Terms from time to time. Material changes will be posted on the Site with an updated “Effective Date.” Continued use after changes become effective constitutes acceptance of the revised Terms.

18. Dispute Resolution, Governing Law & Jurisdiction

18.1 Good‑Faith Resolution. The parties shall first attempt to resolve disputes through good‑faith negotiations between senior representatives within 10 business days.

18.2 Arbitration. If unresolved, disputes shall be referred to confidential arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), held in [Johannesburg/Pretoria/Cape Town], South Africa, before a single arbitrator appointed by AFSA. The proceedings will be in English.

18.3 Governing Law. These Terms are governed by the laws of the Republic of South Africa.

18.4 Urgent Relief. Each party may seek urgent interlocutory or injunctive relief from a court of competent jurisdiction without first proceeding to arbitration.

19. Notices

Legal notices must be sent by email to [[email protected]] and by courier to [house number 10, 5 Avenue Thabazimbi limpopo South africa 0380 with a copy to [optional external counsel contact]. Notices are deemed received on the first business day after confirmed delivery.

20. General

20.1 Entire Agreement. These Terms, together with any Order and our Privacy Policy, constitute the entire agreement and supersede prior proposals or understandings regarding the Services.

20.2 Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

20.3 Severability. If any provision is unenforceable, the remaining provisions remain in full force, and the invalid provision will be replaced by an enforceable one that most closely reflects the parties’ intent.

20.4 No Waiver. A failure to enforce any right is not a waiver of that right.

20.5 Electronic Communications. You consent to receive agreements, notices, and disclosures in electronic form.

21. Service‑Specific Addenda (Optional)

A. Funnels & CRM. You are responsible for compliance of forms, consent mechanisms, and message content with applicable laws (e.g., POPIA, CAN‑SPAM, GDPR).
B. Email/SMS Marketing. You warrant all contacts are lawfully obtained with verifiable consent and that you honour opt‑outs promptly.
C. Creative & Claims. You are responsible for substantiating product/service claims and providing legally required disclaimers.
D. Web Tracking. You are responsible for cookie notices, consents, and privacy disclosures required in jurisdictions targeted by your campaigns.

22. Contact

HVACADLAB
Registration: NA
Address: 5 avenue Number 10 Thabazimbi 0380
Phone: +27 838700194
Email: [[email protected]]

If you have questions about these Terms, please contact us at the details above.

Quick Customisation Checklist (Delete this section before publishing)

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