Client Terms of Service

Last updated: 10 August 2026

1. Introduction and acceptance

These Terms of Service (the Terms) govern the use of this website and the supply of marketing services by Big Sky Investments (we, us, our), of 121 Beyers Naudé Drive, Roosevelt Park, Johannesburg, 2195, South Africa, to a client (you, the client).

By using this website, by accepting a proposal, or by instructing us to begin work, you agree to these Terms. If you do not agree to them, do not use the website and do not instruct us.

Where we and the client have signed a separate written service agreement, statement of work or order form (each a Service Agreement), these Terms are incorporated into it and the two documents are read together. If there is a conflict between these Terms and a signed Service Agreement, the Service Agreement prevails to the extent of the conflict, and only for the engagement it covers. Nothing in a Service Agreement displaces a right that South African law gives you and that cannot lawfully be waived.

These Terms are written to be read. Where a clause records an obligation on us — such as the three-business-day disassociation commitment in clause 8 — it is a contractual undertaking and not a statement of intention.

2. Our services

We are a marketing agency. We plan, build and manage advertising and related marketing work on behalf of client advertisers. Depending on what a Service Agreement puts in scope, our services include:

• Google Ads management — Search, Performance Max, Demand Gen and Shopping campaigns: account and campaign structure, keyword and audience research, bid strategy and budget pacing, ad copy and creative testing, search-term and negative-keyword management, and change logging.
• Paid social — campaign planning, audience architecture, creative production and testing, and consent-aware conversion measurement.
• Analytics and conversion tracking — analytics configuration, event and conversion design, tracking validation, consent implementation, and reconciliation of platform-reported conversions against the client's own records.
• SEO and content — technical audits, information architecture, keyword and intent mapping, content briefs and on-page optimisation.
• Landing pages and creative — landing page design, build, testing and conversion-rate optimisation, and advertising creative.
• Marketing automation and CRM integration — lead routing, lifecycle campaigns, offline conversion feedback into the advertising platforms, and reporting automation.

A fuller description of each discipline appears on our services page. The scope that binds us in a given engagement is the scope recorded in the Service Agreement, not the description on the website.

We sell marketing work only. We do not sell, broker, advise on or intermediate in any financial product, and the services described above are the only services we provide. Clause 14 sets this out as a formal disclaimer.

3. Website use

You may use this website for lawful purposes only, and only in a way that does not restrict anyone else's use of it. In particular, you may not:

• attempt to gain unauthorised access to the website, its server, or any connected system or account;
• probe, scan or test the vulnerability of the website or circumvent any security or authentication measure;
• scrape, crawl, harvest or systematically extract content or contact details from the website by automated means, other than by a search engine indexing the site in the ordinary way;
• introduce any virus, worm, trojan, logic bomb or other malicious or technologically harmful material;
• use the website in a way that imposes an unreasonable load on it, including by denial-of-service attack;
• use the website in breach of the Electronic Communications and Transactions Act, 2002, the Cybercrimes Act, 2020, or any other applicable law.

We may suspend or withdraw access to the website, in whole or in part, without notice, where we reasonably believe this clause has been breached.

4. Engagements

We scope work in writing before we start it. Unless the document says otherwise:

• a written proposal or quotation from us is valid for 30 days from its date, after which it lapses and may be re-quoted;
• an engagement begins on the date the Service Agreement is signed by both parties and any deposit stated in it has been paid;
• work outside the agreed scope is quoted separately and is not started until the client has approved the additional scope and fee in writing;
• timelines we give are estimates based on the client meeting its obligations under clause 6, and are not fixed delivery dates unless the Service Agreement expressly makes them so.

5. Fees, invoicing and media cost

Our commercial model is deliberately simple: we are paid for our work, and advertising spend is passed through untouched.

• Disclosure before purchase. Our fees, how they are calculated, and how media cost is handled are disclosed to the client in writing before the first advertising purchase is made on the client's behalf. No advertising is bought before that disclosure has been given and the engagement has begun.
• Itemisation. Every invoice we issue itemises our fees separately from media cost. The two are never combined into a single undifferentiated figure.
• Media cost is reported at cost. Media cost is reported as the exact amount charged by Google, or by the relevant advertising platform, for the period invoiced. It is stated exclusive of our fees.
• No mark-up on media. We do not mark up, uplift, rebate against or otherwise adjust media cost. We do not take a margin on the difference between what a platform charges and what the client is shown.
• Payment terms. Invoices are payable within 14 days of the invoice date, in South African Rand unless the Service Agreement states another currency, by electronic transfer to the bank account shown on the invoice.
• Late payment. Overdue amounts bear interest, from the due date to the date of payment, at the rate prescribed from time to time under the Prescribed Rate of Interest Act, 1975. We may also suspend work under clause 16 while an invoice remains unpaid.
• Taxes. Fees are stated exclusive of value-added tax and any other tax or duty, which is added where it is legally payable.

Where the client's advertising account is billed directly by the platform to the client's own payment method, the client pays the platform and we invoice our fees only. Where a Service Agreement provides for us to fund media on the client's behalf, that arrangement, and any limit on it, is recorded in the Service Agreement.

6. Client obligations

The client agrees to:

• give us accurate, complete and current information about its business, offers, target markets and regulatory position, and to tell us promptly when that information changes;
• grant and maintain the delegated access we need to the advertising, analytics and website systems in scope, and not to revoke that access without notice while work is in progress;
• ensure that any material it supplies — copy, images, video, logos, product data, claims, testimonials and landing pages — does not infringe the intellectual property, privacy or other rights of any third party, and that the client has the rights necessary for us to use it as instructed;
• ensure that its offers, pricing, claims and landing pages comply with applicable law, including the Consumer Protection Act, 2008 and any sector-specific regulation that applies to it;
• comply with the terms and advertising policies of Google and of any other platform on which its advertising runs;
• respond to requests for approvals, information and access within a reasonable time, recognising that campaign work stalls without them;
• pay invoices when they fall due.

We rely on the information and materials the client provides. We are not liable for a consequence that follows from information that was inaccurate, incomplete or out of date when it was given to us.

7. Our obligations

We agree to:

• perform the services with reasonable skill and care, and with the diligence reasonably expected of a competent marketing agency;
• manage advertising accounts in accordance with the policies and terms of the platforms on which they run, and in accordance with applicable law;
• use client access and client data only for the purposes of the engagement;
• tell the client, without undue delay, when we become aware of a material risk to the engagement — including a policy breach, an account suspension or a suspected suspension risk, a material tracking failure, or a significant unexplained change in performance or spend;
• report on the work at the cadence agreed in the Service Agreement, and reconcile our reporting against platform figures;
• keep client information confidential in accordance with clause 13.

8. Account ownership and disassociation

This clause is a contractual commitment, and the client may rely on it.

• One account per end-advertiser. Each end-advertiser is managed in its own Google Ads account. We do not place multiple unrelated advertisers into a shared account, and we do not run a client's advertising from an account belonging to another client.
• The client owns the account. The Google Ads account used for the client's advertising is owned by the client and is linked to our manager account under delegated access. Ownership does not pass to us at any point, and our access is a permission granted by the client rather than a right of ours.
• The customer ID is disclosed. The client's Google Ads customer ID is supplied to the client on request, at any time, in writing.
• Disassociation within three business days. On written notice from the client — for any reason, with no reason required, and whether or not the engagement is ending — we will unlink the account from our manager account, remove our access and any access held by our personnel, and return exclusive control of the account to the client within three (3) business days of receiving the notice. We will confirm completion in writing.
• No hostage-taking. Disassociation is not conditional on payment of an outstanding invoice, on completion of a notice period, or on the client agreeing to anything. Amounts properly owing remain owing and are pursued separately; they are never a reason to withhold access to an account the client owns.
• Historical data stays with the client. Campaign history, conversion history and account structure remain in the client's account after we leave it. We do not delete campaign history on exit.

The same principles apply to analytics properties, tag containers, business manager assets and paid social accounts used for the client's advertising: the client owns them, and our access is removed on request.

9. Google Ads and advertising platforms

We operate within the Google Ads policies, the Google Ads Terms and Conditions, and the equivalent rules of every other platform on which we place advertising. Those policies are set by the platforms, change without reference to us, and apply to the client's advertising regardless of what any Service Agreement says.

Responsibility for what is advertised. The client is responsible for the legality and accuracy of its offers, its pricing, the claims it makes, the content of its landing pages, and its choice of target markets — including whether it is licensed or permitted to sell what it is advertising in the territories it targets.

We refuse non-compliant advertising. We will not create, place or continue to run advertising that we reasonably believe breaches a platform policy or applicable law, or that misrepresents what the client sells. Where we refuse work on this basis we explain why in writing and, where possible, propose a compliant alternative. Refusal on this ground is not a breach of these Terms by us, and does not entitle the client to a refund of fees already earned. Our review is a reasonable-care review and not a legal opinion or a warranty that a platform will approve any particular advertisement.

Suspensions and disapprovals. Platforms may disapprove advertisements or suspend accounts at their discretion. We will work to resolve a disapproval or suspension, but we do not control the outcome and cannot guarantee reinstatement.

We are an independent agency. We are not affiliated with, endorsed by, certified by or acting as an agent of Google LLC or Google Ireland Limited, and nothing in these Terms or on this website should be read as claiming any such relationship.

10. Data protection

We process personal information in accordance with the Protection of Personal Information Act, 2013 (POPIA). Our full disclosure of what we collect, why, how long we keep it and how a data subject exercises their rights is in our privacy policy, which forms part of these Terms.

• Roles. In relation to the client's advertising and analytics data, the client is the responsible party and we act as an operator processing that information on the client's behalf.
• Documented instructions. We process client Google Ads data, and other client advertising and analytics data, only on the client's documented instructions and only for the purposes of the engagement — operating and optimising the client's campaigns, measuring performance, and reporting to the client. We do not process it for our own purposes.
• Written data-protection contract. Where the engagement involves us processing personal information, POPIA section 20 read with section 21 requires a written contract between the responsible party and the operator. That contract is put in place as part of the Service Agreement before processing begins. This is also consistent with the requirements of the Google Ads API Terms and Conditions, which require an agency accessing advertiser data through the API to have an appropriate written agreement with the advertiser.
• Security and confidentiality. We maintain appropriate, reasonable technical and organisational measures to safeguard the information against loss, damage and unauthorised access, and we restrict access to personnel who need it for the engagement.
• Security compromise. Where we have reasonable grounds to believe that client personal information has been accessed or acquired by an unauthorised person, we notify the client without undue delay so that the client can meet its own notification obligations to the Information Regulator and to affected data subjects under POPIA section 22.
• Return or deletion. On termination we return or delete client personal information in accordance with the Service Agreement and the retention periods set out in our privacy policy, except where South African law requires us to keep a record for longer.
• Clients subject to EU law. Where the client is itself subject to the General Data Protection Regulation (EU) 2016/679 because of where it or its customers are established, we will, at the client's request, conclude the additional written terms that regulation requires of a processor. Those terms apply in addition to, and do not replace, our POPIA obligations.

Big Sky Investments' use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.

11. No sale or redistribution of client data

We do not sell client Google Ads data. We do not sell, licence, sub-licence, rent, redistribute or otherwise make available to any third party the advertising, analytics, conversion or customer data we access in the course of an engagement.

• We do not pool client data into a shared dataset, benchmark product or industry report offered to anyone else.
• We do not use one client's data to inform work for another client, beyond the general professional experience our people carry with them.
• We do not transfer client data to any third party except where the client has given prior written consent, or where a specific third party is named in the Service Agreement as part of the agreed service, or where we are compelled to do so by law or by a court order.
• Where a transfer does occur with the client's consent, it is limited to what the agreed purpose requires and is subject to a written confidentiality and data-protection undertaking from the recipient.

Our treatment of data accessed through the Google Ads API, including how it is restricted and how long it is kept, is set out in our third-party advertising policy and on our Google Ads API page.

12. Intellectual property

The content of this website — text, layout, graphics, code and the marks used on it — is owned by us or licensed to us and is protected by the Copyright Act, 1978 and other applicable law. It may not be copied, republished or used commercially without our written permission, other than for ordinary personal reference.

Client materials. The client retains ownership of everything it supplies to us — its brand, its content, its product data and its existing accounts — and grants us a non-exclusive licence to use those materials for the duration of the engagement, for the purposes of the engagement only.

Deliverables. On full payment of all amounts due for the relevant work, ownership of the bespoke deliverables produced for the client under the Service Agreement — campaign structures, ad copy, creative, landing page designs and written reports — passes to the client. Until payment in full, those deliverables remain our property and are licensed to the client only for review.

Our pre-existing materials. Our own templates, checklists, frameworks, scripts and internal tooling remain ours. Where a deliverable incorporates them, the client receives a perpetual, non-exclusive licence to use them as part of that deliverable, but does not acquire ownership of the underlying material.

Portfolio use. We will describe the work, name the client, or use the client's marks in a portfolio, case study or any other promotional material only with the client's prior written consent, and we will withdraw that use on written request.

13. Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would treat as confidential — including account data, performance figures, pricing, margins, strategy, customer lists and technical information. Each party agrees to keep the other's confidential information confidential, to use it only for the purposes of the engagement, and to disclose it only to personnel and professional advisers who need it and who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no breach of this clause, that the receiving party already lawfully held, that it independently develops without reference to the disclosing party's information, or that it is required to disclose by law, by a court, or by a regulator — in which case it gives the other party notice where it is lawfully able to do so.

This clause survives termination of the engagement.

14. Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care, using personnel with appropriate competence for the work.

Subject to that warranty, and to any right you have under South African law that cannot be excluded or limited — including your rights under the Consumer Protection Act, 2008 where it applies to you — we give no other warranty, express or implied.

• This website is provided "as is" and "as available". We do not warrant that it will be uninterrupted, timely, error-free, or free of viruses, and we may change, suspend or withdraw any part of it at any time.
• Content on this website is general information about our services. It is not advice, and it is not a substitute for advice given in relation to a client's specific circumstances.
• We give no warranty as to any marketing outcome. Clause 9 applies in full: there is no guarantee of ranking, position, lead volume, conversion rate, cost per acquisition or return.
• We are not responsible for the availability, performance, policies, pricing or decisions of any third-party advertising, analytics or hosting platform, nor for the content of any external website we link to.

Big Sky Investments provides marketing and advertising services only. We do not provide financial, investment or trading advice, and we are not an authorised financial services provider in terms of the Financial Advisory and Intermediary Services Act, 2002.

15. Limitation of liability

Nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be limited or excluded under South African law.

Subject to that:

• our total aggregate liability arising out of or in connection with an engagement, whether in contract, delict (including negligence), statute or otherwise, is limited to the total fees paid by the client to us in the twelve (12) months immediately preceding the event giving rise to the claim. For this purpose, "fees" means our fees and excludes media cost passed through to the client;
• we are not liable for indirect or consequential loss, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill or reputational harm, or loss or corruption of data, in each case however arising;
• we are not liable for loss arising from the act or omission of a third-party platform, including account suspension, ad disapproval, billing error, algorithm change, policy change or service outage;
• we are not liable for loss arising from inaccurate or incomplete information or materials supplied by the client, from the client's breach of a platform policy or of applicable law, or from a change the client or another party makes in an account without telling us;
• neither party is liable for a failure to perform caused by an event beyond its reasonable control, provided it notifies the other party and takes reasonable steps to mitigate;
• a claim must be brought within twelve (12) months of the date on which the client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

The client is responsible for the advertising budget it authorises. Where the client sets or approves a budget, the media cost incurred within that budget is the client's cost, and is not a loss for which we are liable, save where it results from our failure to exercise reasonable skill and care.

16. Term and termination

An engagement runs for the term stated in the Service Agreement. Unless that document says otherwise:

• Ongoing management continues month to month and either party may end it on 30 days' written notice, given at any time.
• Fixed-scope work — an audit, a build, a landing page project — ends on delivery and acceptance of the agreed deliverables.
• Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of written notice to remedy it, or becomes insolvent, is liquidated, is placed under business rescue, or is unable to pay its debts as they fall due.
• We may suspend or terminate immediately where the client's advertising breaches a platform policy or applicable law and the client declines to correct it, where we are asked to run advertising we have refused under clause 9, or where an invoice remains unpaid more than 14 days after its due date and written reminder.

On termination: the client pays for services performed and media cost incurred up to the effective date; we deliver the work in progress that has been paid for; and we remove our account access in accordance with clause 8 — within three business days of written notice, unconditionally.

Survival. Clauses 8 (to the extent of the disassociation obligation), 10, 11, 12, 13, 14, 15, 17 and this clause survive termination, together with any other clause that by its nature is intended to survive.

17. Governing law and jurisdiction

These Terms, each Service Agreement, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and interpreted in accordance with the laws of the Republic of South Africa.

The parties submit to the jurisdiction of the South African courts. Nothing in this clause prevents a consumer from approaching a forum that South African consumer legislation makes available, or a data subject from lodging a complaint with the Information Regulator (South Africa) as described in our privacy policy.

If a court finds any provision of these Terms invalid or unenforceable, that provision is severed to the minimum extent necessary and the remaining provisions continue in force. A delay in enforcing a right is not a waiver of it.

18. Changes to these Terms

We may amend these Terms. The current version is always published on this page, with the date it took effect shown at the top. Continued use of the website after a change takes effect is acceptance of the amended Terms.

For a client engagement, the version of these Terms in force on the date the Service Agreement was signed governs that engagement. A later amendment does not apply retrospectively to a signed engagement unless the client agrees to it in writing, or unless the change is required by law or by a platform's terms.

19. Contact

Questions about these Terms, or a notice given under them, should be sent in writing to:

Notices are given in writing by email to the address above, and are treated as received on the next business day after sending unless the sender is aware that delivery failed.

Related pages: services, Google Ads API, third-party advertising policy, privacy policy, company and legal information, PAIA manual, contact.