Terms of service

Summary in plain words

These terms and your signed or accepted Quote make one agreement between you and Tsela & Co. Your Quote sets out what we'll do, the price, the dates and how many revision rounds you get. We work with reasonable skill and care, but nobody can promise marketing results, and we don't. You pay ad spend, hosting, domains and other third-party costs straight to the providers, and we never add a markup. Projects are paid 50% upfront and 50% on delivery; builds 50/30/20; monthly services in advance; workshop seats before the date. Once you've paid in full, you own your final deliverables. You always own your accounts, website and data. We keep our own methods and templates. If the Consumer Protection Act or the Electronic Communications and Transactions Act protects you, you keep every cancellation right they give you.

Please read clauses 10 (cancellation), 17 (no guarantee) and 18 (limits on liability) carefully. They limit your rights and our responsibilities.

1. Who we are and who you are

1.1 "Tsela", "we", "us" means Tsela (Pty) Ltd, trading as Tsela & Co. (registration number 2026/795884/07), of 186 Louis Botha Avenue, Houghton Estate, Johannesburg, 2198. Email joeodame@tselaco.com. Phone 074 697 6684. Website tselaco.com.

1.2 "You" means the business or person named in the Quote or booking.

1.3 If you accept for a business, you confirm that you're authorised to bind it.

2. Words we use

2.1 Quote: our written quote, proposal, booking confirmation or order form for an engagement. It sets out the scope, deliverables, price, payment dates, timeline and revision rounds.

2.2 Agreement: these terms and your Quote together.

2.3 Deliverables: the reports, strategies, plans, briefs, creative, workshop outputs, designs, code, websites and apps we make for you under a Quote.

2.4 Client Data: information you give us, or let us see in your accounts, including personal information about your customers.

2.5 Covered Client: a client the Consumer Protection Act, 2008 ("CPA") protects for the engagement. This includes individuals and sole proprietors, and businesses whose asset value and annual turnover are both below the threshold set under the CPA (currently R2 million).

2.6 Business day: any day except a Saturday, Sunday or South African public holiday.

3. Our services

3.1 These terms cover Tsela Strategy Consulting:

1. Projects: Strategy Diagnostic, Marketing Audit, Marketing Strategy, Strategy & Campaign Plan, Tracking & Outcome Set-up, Brand or go-to-market strategy, and Campaign Sprint;
2. Monthly services: Strategy Advisory (3-month minimum) and Fractional Head of Marketing (6-month minimum);
3. Workshops: open workshops sold per person, in-house team workshops, and programme and cohort workshops;
4. Digital Build: landing pages, websites, e-commerce sites, web apps and mobile apps, paid build discovery, and Website Care and hosting;
5. the free 48-hour health check (clause 14).

3.2 Tsela Performance Center plans have their own terms. These terms don't cover them.

3.3 We provide every service with reasonable skill and care, in line with good industry practice.

4. How the Agreement is formed

4.1 A Quote is valid for 30 days from its date unless it says otherwise.

4.2 The Agreement forms when you accept a valid Quote by signing it; accepting it in writing, including by email; ticking the acceptance box and clicking to accept online; or paying the deposit or booking fee for that Quote.

4.3 We agree that each of these is your signature and shows your approval. Under the Electronic Communications and Transactions Act, 2002 ("ECTA"), an agreement made electronically is valid. The Agreement is made when we receive your acceptance.

4.4 Before you accept, you can read the whole Agreement, fix any mistakes and withdraw. We email you a copy after you accept, and you can save or print it.

4.5 If the Quote and these terms conflict, the Quote wins on scope, price, dates and revision rounds. These terms win on everything else.

5. Scope and changes

5.1 We do what the Quote lists. Anything not in the Quote is extra.

5.2 Either of us may ask for a change in writing. We'll tell you the effect on price and timeline, and we start a change only after you approve it in writing.

5.3 Once you've approved a Deliverable, a change in direction is new work.

6. Price and payment

6.1 You pay the price in your Quote. Tsela is not registered for VAT, so no VAT is added. If we register later, we'll tell you in writing, and VAT will apply only to Quotes issued after that.

6.2 Unless your Quote says otherwise:

1. Projects: 50% deposit to book and 50% on delivery;
2. Digital Build: 50% at kickoff, 30% at design sign-off and 20% at launch; we start each stage once the previous payment has arrived;
3. Monthly services, including Website Care: monthly in advance;
4. Workshops: open-workshop seats are paid in full when you book; in-house and programme workshops are paid in full before the workshop date, with a 50% deposit to book.

6.3 You pay by EFT to the bank account on our invoice. You may also pay online through PayFast (card or Instant EFT), using the link on your invoice or our website. Deposits are due before work starts. All other invoices are due within 7 days.

6.4 Bank details. We'll never change our bank details by email alone. If you get a message saying our details have changed, call 074 697 6684 before you pay.

6.5 Strategy Diagnostic credit. If you sign a Quote for a consulting project or Digital Build within 30 days of receiving your Strategy Diagnostic, we take the Diagnostic fee off the new Quote. The same applies to paid build discovery and a build Quote signed within 30 days. The credit can't be paid out in cash or exceed the new Quote's price.

6.6 Price of monthly services. We won't raise the price during the minimum term. After that, we may change it with at least 30 days' written notice. If you don't agree, you may cancel before the change takes effect, with no penalty.

7. Third-party costs and ad spend

7.1 You pay ad spend directly to each platform (for example Meta, Google or TikTok), using your own payment method in your own account. We don't hold your ad money, and we never add a markup to ad spend.

7.2 Domains, hosting, app store developer accounts, plugins, themes, fonts, stock images, software subscriptions and similar items are bought in your name and paid by you. If we pay any of them for you with your written approval, we charge you the exact cost, with no markup.

7.3 Your Quote lists any travel, venue or printing costs.

8. What we need from you

8.1 You will:

1. give us accurate information, timely input, and approvals by the dates in the Quote;
2. give us access to the accounts and data the Quote needs, using each platform's own user or partner-access tools, read-only wherever that's enough;
3. keep at least one owner or admin of your own on every account;
4. make sure you have the rights to the material you give us, and that you can back up the claims in your ads and content;
5. tell us about any industry rules that apply to you (for example health, financial services or alcohol).

8.2 Delays. If we're waiting on you, our dates move day for day. If a project or build is on hold for more than 30 days because we're waiting on you, we may invoice for the work done so far, up to the next payment stage, and agree a new timeline when you're ready.

8.3 In your accounts. We will never add, remove or change a payment method or billing setting in your accounts. We'll launch or change a campaign, budget or live website only with your written approval, and only within limits you have set.

9. Delivery, acceptance and revisions

9.1 We deliver by email, through a shared workspace or the Tsela Performance Center on tselaco.com, or in a session, as the Quote says.

9.2 You have 5 business days after delivery to tell us in writing if a Deliverable doesn't match the agreed scope. A Deliverable is accepted when you approve it, start using it in your business, or when the 5 business days pass with no notice from you.

9.3 Your Quote sets the number of revision rounds. If it doesn't, you get one round for each Deliverable. Further rounds are extra work.

9.4 Builds. Before launch, we give you a staging version to test; clause 9.2 applies to it. For 30 days after launch, we fix at no cost any defect that stops the build working as the Quote describes. This doesn't cover changes made by others, failures of third-party services, or new features.

9.5 If a service is not delivered to the standard in clause 3.3, we will fix it. If we can't, we'll refund a fair part of the price. Covered Clients also keep their rights under section 54 of the CPA.

10. Cancellation and refunds

Please read this clause carefully.

10.1 Cooling-off rights. These apply where the law gives them, and nothing in this clause reduces them:

1. ECTA section 44: if you're an individual and you agreed electronically, you may cancel within 7 days without a reason or penalty. This right ends if the services began with your consent before the 7 days ran out.
2. CPA section 16: if you're a Covered Client and the Agreement came from our direct marketing, you may cancel within 5 business days, without a reason or penalty. This applies where ECTA section 44 doesn't.
3. We start work inside a cooling-off period only if you ask us to in writing. We refund what these laws require within the time they set, and in any case within 15 business days for CPA cancellations.

10.2 Projects and builds. You may cancel at any time by written notice. You pay for the work done up to the notice, and at least any payment that was already due. You get the work you've paid for. If we cancel without good reason, we refund any payment for work not yet done.

10.3 Monthly services.

1. Strategy Advisory has a 3-month minimum term. Fractional Head of Marketing has a 6-month minimum term. Website Care has no minimum term.
2. After the minimum term, the service continues month to month until either of us gives 30 days' written notice.
3. If you're not a Covered Client and you cancel during the minimum term, the fees for the rest of the minimum term are still due. We take off any costs we save.
4. Covered Clients may cancel at any time on 20 business days' written notice. You pay for services up to the cancellation date, plus a reasonable cancellation penalty that is never more than one month's fee and takes into account the factors the CPA regulations list. We refund any amount you prepaid beyond that within 15 business days.
5. For a Covered Client who is an individual, we'll remind you of the end of a fixed term 40 to 80 business days before it ends, as section 14 of the CPA requires.

10.4 Workshops cancelled by you:

1. Open workshop: full refund if you cancel at least 10 business days before; 50% refund at 5 to 9 business days before; no refund within 5 business days, but you may send someone else, or move to a later date once.
2. In-house or programme workshop: full refund of the deposit if you cancel at least 15 business days before. After that, we keep the deposit to cover preparation. Within 5 business days, the full fee is due.

10.5 Workshops cancelled by us. If we cancel or can't run a workshop, you choose a new date or a full refund.

10.6 We pay refunds by EFT within 15 business days of the cancellation, unless the law sets a different time.

11. Late payment

11.1 If an invoice is unpaid 7 days after its due date, we'll remind you in writing.

11.2 We may charge simple interest (not compounded) on overdue amounts from the due date at the rate prescribed under the Prescribed Rate of Interest Act, 1975, until we're paid. Interest will never exceed what the law allows.

11.3 If an invoice is more than 14 days overdue, we may pause work after giving you 5 business days' written notice. Our dates move by the length of the pause. We'll never pause or change your live campaigns or website because of late payment, unless you ask us to.

12. Who owns what

12.1 You own your accounts, website, apps, domains, data, brand and the material you give us, always. You let us use them only to do the work.

12.2 Deliverables. When you've paid in full for a Deliverable, you own it, including the copyright in the custom design and code we made for you. On final payment we transfer that copyright to you, and on request we'll sign a written assignment. Before final payment, you may use the Deliverables for review and testing; if you launch a build before final payment, you may also use it in your business.

12.3 We keep our methods, frameworks, templates, tools, reusable code, workshop materials, software (including the Tsela Performance Center) and know-how. Where any of these sit inside a Deliverable, you get a permanent, non-exclusive licence to use them as part of that Deliverable in your own business. You may not resell them or use them to train others.

12.4 Third-party components (open-source code, plugins, fonts, stock images) stay under their own licences.

12.5 Portfolio. We'll name you as a client or show your work publicly only with your written permission. Without it, we may describe the work in general terms only, with nothing that identifies you.

13. Confidentiality

13.1 Each of us keeps the other's confidential information private, uses it only for the Agreement, and protects it with reasonable care.

13.2 This doesn't apply to information that is public, that was already lawfully known, or that the law requires to be disclosed. Where the law allows, the other party is told first.

13.3 This clause lasts for 3 years after the Agreement ends, and with no end date for personal information and trade secrets.

14. Free 48-hour health check

14.1 The health check is free, and you don't have to buy anything. We ask only for read-only access to the accounts you choose, and we make no changes.

14.2 We deliver within 48 working hours after your accounts are connected. If we're full, we'll offer the next available slot. The scores are estimates based on what we can see.

14.3 You can see your results for 14 days. If you don't go ahead with us, we remove our access on day 14, delete your data within 30 days, and confirm this by email. You can remove our access sooner at any time.

15. Personal information (POPIA)

15.1 Each of us complies with the Protection of Personal Information Act, 2013 ("POPIA").

15.2 For your own contact and billing details, we are the responsible party. Our Privacy notice explains how we handle them.

15.3 Where we process personal information in Client Data for you, you are the responsible party and we are your operator (POPIA sections 20 and 21). We will:

1. process it only to deliver the Quote, on your instructions, and never for our own purposes;
2. keep it confidential and limit access to those who need it;
3. protect it with reasonable technical and organisational measures, including 2-step verification and least-privilege access;
4. use only service providers bound in writing to equal protection, and tell you about them on request and before we add a new one;
5. send it outside South Africa only where POPIA section 72 allows;
6. tell you immediately (target: within 24 hours) if we have reasonable grounds to believe it has been accessed by someone without authority, and help you with your notifications;
7. help you respond to requests from your customers;
8. return or delete it within 30 days after the engagement ends, and confirm by email.

15.4 You confirm that you have a lawful basis and give the notices the law requires for any personal information you share with us. You won't share special personal information or children's personal information unless the Quote specifically covers it.

16. How we use AI

16.1 We use AI tools in parts of our work, such as analysis and first drafts. A strategist reviews everything before it reaches you, and we're responsible for what we deliver.

16.2 We put your confidential or personal information only into tools whose terms keep it confidential and don't allow your information to be used to train their models.

17. No guarantee of results

Please read this clause carefully.

17.1 Marketing results depend on many things outside our control: your product, pricing, stock, website, competitors, the season, and platform algorithms and decisions.

17.2 We don't guarantee sales, revenue, leads, return on ad spend, cost per customer, rankings or any other result. Forecasts, benchmarks and scores are estimates.

17.3 Platforms set their own rules. They may reject ads or restrict accounts. We'll follow their rules and help you respond, but we're not responsible for their decisions, outages or changes.

18. Limits on liability

Please read this clause carefully.

18.1 As far as the law allows, our total liability to you under the Agreement is limited to: for a project, build or workshop, the fees you paid us for that engagement; for a monthly service, the fees you paid us for it in the 3 months before the claim arose.

18.2 As far as the law allows, neither of us is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill.

18.3 You're responsible for, and will cover our reasonable costs of, third-party claims caused by material or claims you supplied or approved, where you didn't have the rights to them or couldn't back them up.

18.4 Nothing in the Agreement limits liability for fraud, gross negligence or wilful misconduct, or for anything else the law doesn't allow to be limited. Nothing limits a Covered Client's rights under the CPA. Nothing shortens the time you have to bring a claim under the Prescription Act, 1969.

19. Independent contractor

19.1 We're an independent contractor. Nothing in the Agreement creates employment, partnership or agency, including for Fractional Head of Marketing.

19.2 We decide how we do the work. We can't bind you to a contract or commit your money unless you authorise it in writing. Decisions about your business remain yours.

20. Ending the Agreement for breach

20.1 Either of us may end the Agreement if the other materially breaches it and doesn't fix the breach within 10 business days of written notice (20 business days for Covered Clients).

20.2 When an engagement ends, we remove our access to your accounts within 5 business days. Clauses 12, 13, 15, 17, 18 and 21 continue to apply after the Agreement ends.

21. Complaints and disputes

21.1 Complaints. Email joeodame@tselaco.com with "Complaint" in the subject. We'll acknowledge it within 2 business days and give a full answer within 10 business days. Joe Odame, our Director, handles every complaint himself.

21.2 Disputes. We'll first try to settle any dispute by talking. If it isn't settled within 15 business days of written notice, either of us may refer it to mediation by a mediator we agree on. Each of us pays our own costs, and we share the mediator's fee equally.

21.3 If mediation fails, or either of us doesn't agree to mediate, the courts of South Africa decide. Each of us agrees that a Magistrates' Court with jurisdiction may hear the matter, even if the amount is above its usual limit.

21.4 Nothing stops either of us from asking a court for urgent relief. Nothing stops a Covered Client from going to the Consumer Goods and Services Ombud or the National Consumer Commission, or anyone from complaining to the Information Regulator about personal information.

22. Notices and general

22.1 Notices go by email to the addresses in the Quote; ours is joeodame@tselaco.com. A notice is received when it reaches the recipient's mailbox and can be read. Our address for legal documents is 186 Louis Botha Avenue, Houghton Estate, Johannesburg, 2198; yours is the address in the Quote.

22.2 Neither of us is liable for delays caused by events beyond our reasonable control, such as platform outages or prolonged load-shedding. We'll tell each other promptly.

22.3 Neither of us may transfer the Agreement without the other's written consent.

22.4 If a clause is invalid, the rest stays in force. Delay in enforcing a right doesn't mean giving it up. The Agreement replaces earlier proposals on the same subject.

22.5 Changes to these terms. We may publish new versions. A new version applies only to Quotes you accept after it's published. Your current engagements stay on the version you accepted.

22.6 South African law governs the Agreement.

23. Our details (ECTA section 43)

How you accept

When you sign a Quote, accept it in writing or click to accept online, you confirm that:

• you have read and accept these Consulting Terms v1.1 (9 November 2026) and the Quote;
• your attention was drawn to clauses 10 (cancellation), 17 (no guarantee of results) and 18 (limits on liability), and you understand them;
• you are authorised to accept for the business named in the Quote.

If you'd like us to start before a cooling-off period ends, tell us in writing. This may end your ECTA 7-day cooling-off right.