Honey Whale Service Level Agreement

Honey Whale (Pty) Ltd

Version: 2.0
Last Updated: 1 March 2026

1. DEFINITIONS

1.1 "Honey Whale", "HW", "we", "us", "our" refers to Honey Whale (Pty) Ltd, a South African registered proprietary limited company.

1.2 "Customer", "Client", "you", "your" refers to the individual or entity engaging Honey Whale for services.

1.3 "Services" means any digital services provided by Honey Whale including but not limited to: SEO/AEO/GEO services, Google Ads management, Shopify development, WooCommerce migrations, ongoing support retainers, and related add-on services as described in active proposals and agreements.

1.4 "Project" means any fixed-scope engagement with defined deliverables and timeline.

1.5 "Retainer" means recurring monthly services with ongoing deliverables.

1.6 "Deliverables" means the specific outputs, reports, builds, optimizations, or services outlined in the applicable service agreement or proposal.

1.7 "Force Majeure" means any event beyond the reasonable control of either party including acts of God, war, terrorism, pandemic, government restrictions, infrastructure failures, or hosting provider outages.

1.8 "Business Hours" means 9:00 AM to 5:00 PM South African Standard Time (SAST), Monday through Friday, excluding South African public holidays.

2. CONTRACT FORMATION

2.1 Acceptance

These terms form a binding contract between Honey Whale and the Customer upon:

Written acceptance of a proposal or quotation (email acceptance is sufficient)
Payment of the initial invoice or deposit
Commencement of work following written instruction

2.2 Entire Agreement

These terms, together with the applicable proposal/quotation and any written amendments, constitute the entire agreement between the parties. No other terms shall apply unless explicitly agreed in writing and signed by both parties.

2.3 Precedence

In case of conflict between documents, the order of precedence is:

Written amendments signed by both parties
The specific proposal/quotation
This Service Level Agreement

2.4 Modifications

Honey Whale reserves the right to update these terms with 30 days' written notice. Continued use of services after the notice period constitutes acceptance of updated terms.

3. SCOPE OF SERVICES

3.1 Service Categories

Honey Whale provides the following service categories:

SEO & AI Search Services:

SEO/AEO Audits
E-commerce SEO (Lite & Full packages)
Service-Based SEO (Lite & Full packages)
Local SEO (Lite & Full packages)
AEO/GEO Standalone (Lite & Full packages)
Technical SEO Sprints

PPC Services:

Google Ads Management (Starter, Growth, Scale tiers)
Meta Ads Management
Google Ads Account Audits
PPC Landing Pages (Single & Funnel)

Bundled Services:

Search Dominance Package (SEO Full + PPC Growth)

Development Services:

Shopify Theme Builds (Basic, Standard, Advanced)
Shopify Custom Builds (from design files)
WooCommerce to Shopify Migrations
Custom Shopify Projects (apps, integrations, systems)
Post-Launch Support Retainers (Essential, Professional, Premium)
Development Block Hours

Add-On Services:

Page Speed Optimization
CRO Audits (Basic & Advanced)
Conversion-Optimized Landing Pages (COLPs)
Server-Side Tracking Setup
Technical SEO Sprints (standalone)

3.2 Service Specifications

Detailed scope for each service is outlined in the specific proposal provided to the Customer and the applicable service description documents provided with this SLA.

4. PRICING, QUOTATIONS & ESTIMATES

4.1 Fixed-Price Quotations

When Honey Whale provides a fixed-price quotation:

The price is binding for the scope specified in the quotation
Any changes to scope will be treated as variations (see Section 5)
Quotations are valid for 30 days from issue date
Quotations exclude VAT unless explicitly stated otherwise

4.2 Estimates

When a fixed price cannot be reasonably determined, Honey Whale may provide an estimate:

Estimates are approximate and subject to change based on actual work required
Final costs will be based on actual time and materials at the agreed rates
Customers will be notified if costs are likely to exceed the estimate by more than 15%

4.3 Retainer Pricing

For monthly retainer services:

Pricing is per calendar month
Unused hours/deliverables expire at month end - no rollovers, no exceptions
Minimum contract terms apply as specified in the proposal
Retainer fees are billed monthly in advance

4.4 Development Block Hours

Valid for 3 months from purchase date
Non-refundable and do not roll over after expiry
Billed at the block rate specified in the proposal
Must be used within the validity period

4.5 Annual Price Review

Honey Whale reserves the right to review and adjust pricing annually on the anniversary of the service commencement date, with 60 days' written notice to the Customer.

5. VARIATIONS & SCOPE CHANGES

5.1 Project Variations

For fixed-price projects, variations occur when:

Work is added beyond the original scope
Work is removed from the original scope
Requirements change after project commencement

5.2 Variation Process

Customer requests a variation in writing
Honey Whale assesses the impact on timeline and cost
Honey Whale provides written variation quotation
Customer approves in writing before work proceeds
Additional work is billed as specified in the variation quote

5.3 Omitted Work

If specified work is omitted by mutual agreement, the value will be deducted from the final project sum at a pro-rata rate.

5.4 Revision Limits

For fixed-price Shopify development projects:

Maximum of 2 revision rounds per project (Draft 1: MVP feedback, Draft 2: Final refinements)
Revisions must fall within the original scope
Out-of-scope revisions will be quoted as variations
Revisions must be consolidated (not piecemeal feedback)

For SEO/PPC retainers:

Regular optimization is ongoing and not subject to revision limits
Strategy changes or new campaigns are scoped as variations

6. PAYMENT TERMS

6.1 Standard Payment Terms

Payment is due within 7 days of invoice date
All prices are quoted excluding VAT (15%) unless stated otherwise
Honey Whale is VAT registered

6.2 Project Payment Structures

Shopify Builds:

50% deposit upfront (due before work commences)
30% after second draft/milestone approval
20% on launch/final delivery

Other Projects:

As specified in the project proposal
Large projects may be split into monthly interim invoices

6.3 Retainer Billing

Monthly retainers are billed in advance
Payment due within 7 days of invoice
First invoice issued upon service commencement
Subsequent invoices issued on the monthly anniversary

6.4 Late Payment

Interest charged at South African Reserve Bank repo rate + 4% per annum, calculated daily
One-off late fee of 5% of invoice total may be applied after 10 days overdue
Automatic warning issued at Day 10
Services suspended at Day 14 overdue (see Section 15.6)
No new work commences on any project if any previous invoices remain unpaid

6.5 Payment Methods

Electronic bank transfer (preferred)
Payment processing fees (if applicable) are for Customer's account
Payment plans may be negotiated for projects exceeding R50,000

6.6 Hosting & Third-Party Costs

Shopify/platform subscriptions are paid directly by Customer
Third-party app subscriptions are paid directly by Customer
Domain registration/renewal is paid directly by Customer
Google Ads spend is paid directly by Customer to Google
Stape.io subscription ($20-50/month) is paid directly by Customer
Honey Whale management fees are separate from these platform costs

7. INTELLECTUAL PROPERTY & USAGE RIGHTS

7.1 Client-Owned Materials

Customer retains all rights to content, images, logos, and copy provided to Honey Whale
Customer warrants they own or have rights to use all materials provided
Customer indemnifies Honey Whale against any third-party IP claims relating to Customer materials

7.2 Work Product Ownership

For development projects:

Ownership of completed work transfers to Customer upon final payment only
Until final payment, Honey Whale retains all rights to work product
"Work product" includes custom code, design files, and deliverables specific to Customer's project

For SEO/PPC services:

Strategy documents, reports, and analysis become Customer property upon payment
Research, methodologies, and tools remain Honey Whale property

7.3 Pre-Existing & Third-Party Materials

Honey Whale retains ownership of:

Pre-existing code libraries, frameworks, and tools
Methodologies, processes, and internal systems
Third-party licensed software and assets

7.4 Honey Whale Portfolio Rights

Honey Whale may use completed projects in portfolios, case studies, and marketing materials
Honey Whale may publicly reference Customer as a client
Customer may request exclusion from public portfolio in writing (approval at Honey Whale's discretion)
Confidential business information will not be disclosed without permission

7.5 Licensed Assets

All stock imagery provided by Honey Whale is properly licensed for commercial use
Customer receives usage rights as per the license terms
Customer must not use licensed assets beyond the scope of the license

8. CUSTOMER OBLIGATIONS

8.1 Timely Information

Customer must provide:

Access to necessary platforms (Shopify admin, Google Analytics, Google Ads, Search Console, etc.)
Content, copy, product data, images as specified in project scope
Feedback and approvals within agreed timeframes
Domain access, hosting credentials, or DNS access when required

8.2 Feedback & Approval Timeframes

Feedback must be provided within 7 business days of receiving deliverables for review
Projects requiring feedback may be paused after 14 days of no response
Projects will be considered abandoned after 90 days (3 months) of no constructive response

8.3 Abandoned Projects

If a project is abandoned (90 days of no response):

Honey Whale may terminate the project
All payments made to date are non-refundable
Outstanding balances remain due
Work product remains Honey Whale property until fully paid

8.4 Platform Subscriptions

For Shopify and platform-based work:

Customer must maintain active platform subscription
Customer's payment card must be associated with the account
Honey Whale is not responsible for platform subscription lapses

8.5 Reasonable Cooperation

Customer must:

Respond to queries in a timely manner
Provide accurate and complete information
Make key stakeholders available for meetings as needed
Not make unauthorized changes that may interfere with Honey Whale's work

9. HONEY WHALE OBLIGATIONS & SERVICE DELIVERY

9.1 Professional Standards

Honey Whale will:

Perform services with reasonable skill and care
Meet agreed timelines subject to Customer meeting their obligations
Communicate proactively about project status
Use AI tools to improve efficiency and effectiveness (Customer acknowledges AI-assisted workflows)

9.2 Timeline Disclaimers

Timelines are estimates and subject to Customer meeting their obligations
Honey Whale is not liable for delays caused by Customer inaction
Force Majeure events may extend timelines (see Section 14)

9.3 Performance Expectations

PPC Services:

No guaranteed ROAS or conversion rates
Performance depends on budget, market conditions, competition, and product/service quality
Honey Whale guarantees professional management to industry standards

Shopify Development:

Sites will be delivered functional and mobile-responsive
PageSpeed target >80 where technically feasible given Customer's platform/app choices
No guarantee of specific sales or conversion rates

10. LIMITATIONS OF LIABILITY

10.1 No Liability for Third-Party Services

Honey Whale is not liable for:

Shopify, Webflow, or any platform outages or failures
Third-party app failures or discontinuation
Google algorithm updates or policy changes
Payment gateway issues
DNS or domain registrar issues
Hosting provider failures
Google Ads policy violations or account suspensions (unless caused by Honey Whale error)
Changes to platform APIs or functionality

10.2 No Liability for Results

Honey Whale provides services but does not guarantee specific business outcomes:

SEO rankings (affected by 200+ Google ranking factors)
Sales, revenue, or profit
Website traffic volumes
PPC conversion rates or ROAS
Third-party review scores or ratings

10.3 Exclusions from Liability

Honey Whale is not liable for:

Indirect, consequential, or special damages
Loss of profits, revenue, or business opportunity
Damage to reputation or goodwill
Data loss (Customer must maintain their own backups)
Unauthorized access or security breaches not caused by Honey Whale negligence

10.4 Liability Cap

Honey Whale's total aggregate liability to Customer for any claim arising from services shall not exceed the total fees paid by Customer to Honey Whale in the 12 months preceding the claim.

10.5 Customer's Own Backups

For any Customer-uploaded content (product images, documents, custom files):

Customer must retain copies on their local systems
Honey Whale is not responsible for restoring Customer-uploaded content after data loss
Honey Whale will use reasonable efforts to assist but does not guarantee recovery

10.6 No Liability for AI Tool Outputs

Honey Whale uses AI tools to improve efficiency
Honey Whale reviews all AI-generated content before delivery
Honey Whale is not liable for AI tool errors, inaccuracies, or outputs beyond our review process

11. RISK ALLOCATION & INSURANCE

11.1 Professional Indemnity Insurance

Honey Whale does not currently maintain professional indemnity insurance. Our liability protections are outlined in Section 10.

11.2 Risk Acknowledgment

By engaging Honey Whale's services, Customer acknowledges:

They understand the insurance position outlined in 11.1
They have reviewed the liability limitations in Section 10
They accept the risk allocation defined in this agreement
They have the option to seek alternative providers if insurance coverage is a mandatory requirement

11.3 Enterprise Client Options

For large-scale projects (>R100,000), Honey Whale can discuss:

Alternative dispute resolution mechanisms
Performance bonds or escrow arrangements
Phased payment structures with milestone-based risk allocation
Third-party audit rights

These options are negotiated on a case-by-case basis and must be agreed in writing before project commencement.

12. CONFIDENTIALITY & DATA PROTECTION

12.1 Confidential Information

Both parties agree to keep confidential:

Business strategies, financial information, and proprietary data
Login credentials and access information
Unpublished content and pre-launch materials

12.2 POPIA Compliance

Honey Whale complies with the Protection of Personal Information Act (POPIA):

Personal information is collected only for service delivery purposes
Data is stored securely and not shared with third parties without consent
Customer data is not sold or used for purposes beyond the service agreement

12.3 Data Retention

Project files are retained for 12 months after project completion
Retainer files are retained for 6 months after contract termination
After retention period, files may be deleted

12.4 Exceptions to Confidentiality

Confidential information may be disclosed:

As required by law or court order
To professional advisors under confidentiality obligations
With written consent of the disclosing party

13. TERMINATION

13.1 Termination for Non-Payment

Honey Whale may terminate immediately if:

Customer fails to pay any invoice within 14 days of due date
Customer becomes insolvent or enters liquidation

Upon termination for non-payment:

All outstanding amounts become immediately due
Honey Whale may suspend or terminate access to services
Work product remains Honey Whale property until fully paid

13.2 Termination by Customer

For Retainers:

Customer must provide written notice:
- 30 days for monthly retainers
- 90 days for retainers with 3-month minimum commitments (or pay remaining 3 months)
Customer remains liable for the notice period
No refunds for services already delivered

For Projects:

Customer may terminate fixed-price projects at any time
Customer must pay 50% cancellation fee of the total remaining project value
Customer must pay 100% for work completed to date
Work product remains Honey Whale property until fully paid

For Search Dominance & Bundles:

Subject to 6-month minimum commitment
Early termination fee: 50% of remaining contract value
Example: Terminate at month 3 = 50% of (3 months × R28,500) = R42,750 owed

13.3 Termination by Honey Whale

Honey Whale may terminate immediately if Customer:

Breaches these terms materially
Engages in illegal activity
Acts with persistent disrespect or abuse toward Honey Whale team members
Frustrates the project (makes it unreasonable for Honey Whale to perform obligations)

Honey Whale will provide 7 days' written notice of intent to terminate, stating the reason. If Customer remedies the breach within 7 days, termination may be cancelled.

13.4 Honey Whale Discretionary Termination

Honey Whale reserves the right to terminate any project amicably at any time, at its sole discretion, without financial liability or requirement to provide reasons.

13.5 Effect of Termination

Upon termination:

Customer must immediately pay all outstanding invoices
Honey Whale will cease work immediately
Customer must return or destroy any Honey Whale confidential materials
Sections 7, 10, 11, 12, and 16 survive termination

14. FORCE MAJEURE

14.1 Force Majeure Events

Neither party is liable for failure to perform due to Force Majeure including:

Natural disasters, pandemics, or acts of God
Government restrictions, war, or terrorism
Infrastructure failures (power, internet, platforms)
Third-party platform outages (Shopify, Google, etc.)

14.2 Notification

The affected party must notify the other party within 5 business days of becoming aware of the Force Majeure event.

14.3 Suspension

Obligations are suspended for the duration of the Force Majeure event. Timelines will be extended accordingly.

14.4 Prolonged Force Majeure

If Force Majeure continues for more than 30 days, either party may terminate the agreement without penalty.

15. SERVICE AVAILABILITY & SUPPORT

15.1 Business Hours

Email support: Monitored 9:00 AM – 5:00 PM, Monday – Friday (SAST)
Emails received outside business hours will be collected but response guaranteed next business day
Telephone/WhatsApp: 10:00 AM – 4:00 PM, Monday – Friday (for urgent matters only)
Calls/messages outside hours will be returned next business day
Minimum response time: 24 hours

15.2 Support Channels

Email (primary): Best for non-urgent queries, project updates, deliverable reviews
WhatsApp/Telephone (urgent only): Reserved for critical issues requiring immediate attention
Abuse of urgent channels for non-urgent matters may result in slower response times

15.3 Response Times

Based on priority classification:

High priority: 0-8 business hours (site down, critical functionality broken, active campaign error)
Medium priority: Within 48 hours (non-critical bugs, optimization requests)
Low priority: Within 5 business days (general queries, feature requests, nice-to-haves)

15.4 Out-of-Hours Support

Available by prior arrangement only
Charged at 1.5× standard hourly rate
Minimum 2-hour charge applies

15.5 Onsite Assistance

Available within 72 hours during business week
Charged separately unless included in Post-Launch Support retainer
Subject to geographic availability (Cape Town metro area)

15.6 Service Suspension for Non-Payment

If invoices remain unpaid beyond due date:

Day 10: Automatic email warning with outstanding balance and consequences
Day 14: Services automatically suspended (no new work, no ongoing optimization, no support responses)
Reactivation: Services resume within 24 hours of payment receipt and clearance
Termination: If payment not received within 30 days of due date, Honey Whale may terminate per Section 13.1

During suspension:

No work is performed on any project or retainer
Timelines are paused and extended by the suspension period
Customer remains liable for all suspended period fees (retainers continue to accrue)
No refunds or credits are issued for suspension periods caused by Customer non-payment

16. GENERAL PROVISIONS

16.1 Governing Law

This agreement is governed by the laws of the Republic of South Africa. Any disputes shall be subject to the exclusive jurisdiction of the South African courts.

16.2 Dispute Resolution

In the event of a dispute:

Parties will first attempt good-faith negotiation
If unresolved after 30 days, parties may agree to mediation
If mediation fails or is declined, either party may pursue litigation

16.3 Assignment

Customer may not assign this agreement without Honey Whale's written consent. Honey Whale may assign this agreement to a successor entity.

16.4 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

16.5 Waiver

Failure to enforce any provision does not waive Honey Whale's right to enforce it later.

16.6 Notices & Points of Contact

Day-to-Day Operations:

Primary contact: Your assigned Account Manager or Operations Lead
Email: info@honeywhale.co.za
For routine matters: deliverable reviews, feedback, scheduling, general queries

Escalations:

Operations Manager / General Manager for service disputes or urgent concerns
Contact via email with "ESCALATION" in subject line

Contract & Legal Matters:

Directors (final escalation only for contract disputes, termination, or legal issues)

All notices must be in writing:

To Customer: At the email address provided during onboarding
To Honey Whale:info@honeywhale.co.za

Notices are deemed received:

Immediately if by email during business hours
Next business day if by email outside business hours

16.7 Independent Contractor

Honey Whale is an independent contractor. Nothing in this agreement creates an employment, partnership, or joint venture relationship.

16.8 No Third-Party Rights

This agreement does not confer rights on any third parties.

16.9 Entire Agreement

This SLA, together with the accepted proposal/quotation, constitutes the entire agreement and supersedes all prior discussions and understandings.

17. DEFINITIONS OF SERVICE TERMS

17.1 SEO/AEO/GEO Services

SEO (Search Engine Optimization): Improving website visibility in Google/Bing organic search results
AEO (Answer Engine Optimization): Structuring content for AI-powered answer engines (ChatGPT, Perplexity, Google AI Overviews)
GEO (Generative Engine Optimization): Getting brand cited and recommended by generative AI chatbots
Technical SEO: Backend optimization (crawlability, site speed, schema, Core Web Vitals)

17.2 PPC Services

PPC (Pay-Per-Click): Paid advertising on Google Ads, Meta Ads, etc.
ROAS (Return on Ad Spend): Revenue generated per rand spent on ads
CPA (Cost Per Acquisition): Cost to acquire one customer/lead
Ad Spend: The budget paid directly to the ad platform (separate from management fees)

17.3 Development Terms

Theme Build: Shopify store built using a pre-existing theme (e.g., Dawn)
Custom Build: Shopify store built pixel-perfect from design files (Figma/XD)
Migration: Moving a website from one platform (e.g., WooCommerce) to another (e.g., Shopify)
COLP: Conversion-Optimized Landing Page designed from CRO data

17.4 Support Terms

Retainer: Ongoing monthly service with recurring deliverables/hours
Block Hours: Pre-purchased development hours valid for 3 months
Ad Hoc: One-off work billed at hourly rates outside a retainer

18. ACCEPTANCE

By accepting a proposal, paying an invoice, or commencing services with Honey Whale, the Customer acknowledges they have read, understood, and agree to be bound by this Service Level Agreement.

Last Updated: 1 March 2026

Honey Whale (Pty) Ltd
info@honeywhale.co.za
honeywhale.co.za