Campaign Terms & Conditions

Arylia Performance (Pty) Ltd · Effective Date: 2026/11/01 · Version: 1.2

1. Application of These Terms

These Campaign Terms & Conditions ("Terms") apply to all campaigns, media placements, performance marketing activities, commercial growth initiatives and related services provided by Arylia Performance (Pty) Ltd ("Arylia"), unless otherwise expressly agreed in writing.

These Terms may apply to Arylia's app, web, media, audience, acquisition, conversion, retention, loyalty, revenue expansion and other commercial growth solutions, where applicable.

The specific scope, pricing, campaign objectives, budget, payment terms, performance events and other campaign-specific requirements shall be set out in the applicable Insertion Order ("IO"), proposal, quotation, campaign confirmation or other written agreement between the parties ("Applicable Agreement").

2. Acceptance of Terms

These Terms are incorporated into and form part of every Applicable Agreement that refers to or links to these Terms.

Acceptance of an Applicable Agreement, written approval of a campaign, approval by email or other written electronic communication, instruction to proceed, or commencement of campaign activity shall constitute acceptance of these Terms.

The version of these Terms in effect on the date of acceptance of the Applicable Agreement shall apply to the relevant campaign unless otherwise agreed in writing.

3. Order of Precedence

In the event of a conflict between these Terms and an Applicable Agreement, the Applicable Agreement shall prevail solely to the extent of the specific conflict.

Any campaign-specific terms agreed in writing shall apply only to the relevant campaign and shall not amend these Terms for any other campaign unless expressly stated.

4. Measurement, Attribution & Reporting

Campaign performance shall be measured using the attribution, analytics, reporting, or measurement platform agreed for the applicable campaign.

This may include, without limitation, Appsflyer, Adjust, Branch, Google Analytics, client analytics platforms, CRM systems, campaign dashboards or other mutually agreed reporting providers.

Where a specific measurement or attribution platform is agreed upon, that platform shall be the primary source for campaign reporting, billing, and settlement for the relevant campaign.

Unless otherwise agreed in writing, interim or in-flight reports are indicative and may be subject to subsequent reconciliation, validation, attribution updates, fraud reviews, chargebacks or other adjustments before final campaign settlement.

Arylia may rely on information and reporting supplied by the Client, its agencies, technology providers, measurement partners or other third parties. Arylia shall not be responsible for inaccuracies, omissions, delays or reporting failures arising from systems, platforms or data sources outside Arylia's reasonable control.

Where reporting sources produce materially different results, the parties shall work in good faith to investigate and reconcile the discrepancy using the agreed measurement methodology and source of record.

5. Performance Targets & No Guarantee

Campaign targets, including but not limited to CPA, CPL, CPI, conversion volume, registrations, deposits, purchases, revenue, retention, engagement or other agreed events, represent campaign objectives unless expressly stated otherwise in the Applicable Agreement.

Arylia does not guarantee any specific campaign result, conversion volume, revenue outcome, return on investment or performance metric.

Campaign performance may be affected by factors including, without limitation, the Client's product or service offering, pricing, creative, landing pages, user experience, audience availability, market conditions, tracking implementation, attribution settings, client approval processes and third-party platforms.

6. Billing & Payment

Invoices shall be issued in accordance with the Applicable Agreement.

Unless otherwise agreed in writing, payment terms are Net 30 from the invoice date.

All payments shall be made in the currency specified in the applicable invoice or Applicable Agreement.

The Client shall remain responsible for all valid amounts incurred, delivered or committed in accordance with the agreed campaign scope.

Where applicable, third-party media, technology or supplier costs may be subject to separate invoicing, payment arrangements or settlement terms as specified in the Applicable Agreement.

7. Invoice Disputes

Any dispute relating to an invoice must be submitted to Arylia in writing within seven (7) business days of receipt of the invoice.

The dispute must clearly identify the disputed amount and the reason for the dispute. Arylia and the Client shall work in good faith to resolve any properly raised invoice dispute.

Any amount not disputed within this period shall remain payable in accordance with the applicable payment terms. A dispute relating to part of an invoice shall not affect the obligation to pay any undisputed amount.

8. Late Payment & Suspension

Arylia reserves the right, where payment is overdue, to suspend campaign activity, reporting, optimisation or other services until outstanding amounts are resolved.

Suspension of a campaign shall not remove the Client's obligation to pay for valid delivered activity, approved work, committed costs or non-refundable third-party costs.

Arylia may recover reasonable costs associated with the collection of overdue amounts, where permitted by applicable law.

9. Invalid Traffic & Invalid Activity

Arylia reserves the right to reject, remove or exclude traffic, conversions, installs, leads, events or other campaign activity determined to be fraudulent, duplicate, incentivized without approval, non-compliant, bot-generated, emulator-generated or otherwise invalid.

Only valid campaign activity, as determined in accordance with the agreed measurement methodology and Applicable Agreement, shall be billable.

Where invalid activity, attribution errors, fraud, chargebacks, or other material discrepancies are identified after initial reporting or invoicing, the parties may reconcile the affected activity using the agreed reporting and attribution source.

Any resulting adjustment may be applied to the relevant invoice or, where appropriate, to a subsequent invoice or campaign reconciliation.

10. Campaign Changes

Campaign pricing, targeting, creative requirements, territories, budgets, timelines, performance events, and campaign requirements may be amended only by mutual written agreement.

Approval by email or other written electronic communication shall constitute written agreement.

Material changes to a campaign may affect pricing, delivery, performance expectations, timelines, or other campaign conditions.

11. Campaign Commitment, Performance & Cancellation

Once a campaign budget, spend commitment or campaign allocation has been approved by the Client or its authorised agency and accepted by Arylia, the campaign shall be treated as an approved commercial commitment, subject to the campaign type and the provisions below.

Performance-Based Campaigns

For campaigns where payment or continued delivery is dependent on agreed performance outcomes, Arylia may pause, modify or discontinue a campaign where, in its reasonable assessment, the campaign is not performing sufficiently or the agreed commercial objective cannot reasonably be achieved.

Where Arylia discontinues a performance-based campaign due to insufficient performance, the Client shall remain responsible for valid activity delivered, approved work undertaken, and any applicable costs or commitments incurred up to the date of discontinuation.

Where the Client elects to pause, postpone, defer or cancel a campaign, the Client shall remain responsible for valid activity delivered, approved work undertaken and any non-cancellable third-party costs or commitments incurred up to the date of cancellation.

Fixed-Budget, CPM & Committed Media Campaigns

For CPM campaigns, fixed-budget campaigns, reserved media, data-building campaigns, committed inventory, or other campaigns involving an agreed spend commitment, the Client acknowledges that Arylia may make media bookings, reserve inventory, allocate budgets, or enter into third-party commitments based on the approved campaign budget.

Where the Client requests that such a campaign be paused, postponed, deferred, or cancelled, the Client shall remain responsible for:

Media or campaign activity already delivered;
Third-party costs or media commitments that Arylia has already entered into and cannot reasonably cancel or recover;
Approved work undertaken up to the date of cancellation; and
Any other non-refundable costs expressly approved by the Client.

Where Arylia agrees to defer a campaign, any remaining approved budget may be applied to a future campaign period, subject to supplier availability and agreement between the parties.

The Client shall not be liable for campaign activity or third-party costs that have not been delivered, incurred or irrevocably committed, unless otherwise expressly agreed in writing.

Arylia's Right to Pause, Modify or Cancel

Arylia may pause, modify or discontinue a campaign where continued delivery is not commercially, technically or operationally viable, where performance is materially below expectations, or where circumstances reasonably require a change to the campaign.

Arylia shall, where reasonably practicable, notify the Client of the reason for the pause, modification or discontinuation and discuss an appropriate way forward.

12. Campaign Cancellation by Arylia

Arylia may cancel, suspend or materially modify a campaign where required due to legal or regulatory requirements, supplier or platform restrictions, technical failures, fraud concerns, non-payment, unavailable inventory or circumstances outside Arylia's reasonable control.

Where Arylia cancels a campaign for reasons not caused by the Client, the Client shall remain responsible for valid campaign activity already delivered, approved work undertaken, and any non-cancellable third-party costs or commitments incurred up to the date of cancellation.

Any unspent amounts received by Arylia for which no corresponding campaign activity or non-refundable commitment has been incurred shall be refunded or credited to the Client, as agreed between the parties.

Where appropriate, the parties may agree to apply any remaining balance to a future campaign.

13. Role in Campaign Delivery & Third-Party Suppliers

Arylia may utilise publishers, media suppliers, OEM partners, DSPs, technology providers, agencies, subcontractors and other third parties in the fulfilment of campaign obligations.

Depending on the applicable campaign structure, Arylia may provide performance strategy, campaign management, coordination, optimisation, media activation or other agreed services.

The Applicable Agreement shall determine, where relevant, the applicable billing structure, responsibility for third-party costs and the party responsible for settlement with third-party suppliers.

Arylia may, depending on the specific commercial arrangement, coordinate or manage third-party services without assuming responsibility for the independent acts, omissions, failures or outages of third-party suppliers outside Arylia's reasonable control.

Nothing in these Terms shall by itself determine the tax treatment or legal capacity of Arylia in relation to a particular transaction. The applicable contractual arrangements and relevant law shall determine the treatment of each transaction.

14. Client & Agency Responsibilities

The Client or agency shall provide accurate information, approved creative assets, campaign instructions, tracking access, landing pages, technical support, and timely approvals reasonably required for campaign delivery.

The Client remains responsible for the legality, accuracy, and ownership of its products, services, offers, claims, creative assets, data and content supplied to Arylia.

The Client shall ensure that its products, services, promotional offers, advertising claims and supplied materials comply with applicable laws, regulations, licenses, industry requirements and advertising standards in the relevant campaign territories.

The Client shall also ensure that any required approvals, permissions, licenses and authorisations relating to its products, services, promotions and advertising materials have been obtained.

Arylia may request changes to, reject, pause, or discontinue any campaign or material where it reasonably believes that the campaign or material may breach applicable laws, regulations, platform policies, or advertising requirements.

Delays caused by incomplete information, delayed approvals, unavailable access, technical issues or failures within the Client's or agency's systems may affect campaign delivery and performance.

Where an agency acts on behalf of an advertiser or Client, the agency represents that it has the authority to enter into the Applicable Agreement and provide campaign instructions on behalf of that advertiser or Client.

15. Data Protection & Privacy

Each party shall comply with applicable data protection, privacy and electronic communications laws in relation to personal information processed in connection with a campaign.

Where a party provides personal information, customer data, audience data, leads or other personal information to Arylia or a third-party supplier for campaign purposes, that party represents that it has the necessary authority, permissions and lawful basis to provide and use such information for the agreed purpose.

Each party shall take reasonable steps to ensure that personal information supplied or processed in connection with a campaign is accurate, appropriately protected and used only for the agreed purposes.

Where Arylia processes personal information on behalf of a Client, agency or other party, the parties shall cooperate to establish any additional data processing terms, instructions, safeguards or transfer mechanisms required by applicable law. This may include entering into a separate data processing agreement or data protection addendum where appropriate.

Arylia may use approved third-party suppliers, technology providers and sub-processors in connection with campaign delivery, subject to applicable law and any required contractual arrangements.

Where personal information is transferred across international borders, the parties shall cooperate in good faith to implement any transfer mechanism, safeguard or other arrangement required by applicable law.

16. Intellectual Property

Each party retains ownership of its respective trademarks, logos, creative assets, content, data, and intellectual property.

Arylia retains all right, title and interest in its pre-existing and independently developed intellectual property, including its methodologies, frameworks, processes, strategies, commercial growth models, growth levers, proprietary products, solutions, solution concepts, decisioning models, campaign structures, optimisation approaches, know-how, analyses, templates, tools, documentation and other materials developed or used by Arylia.

For the avoidance of doubt, Arylia's proprietary products, solutions, methodologies, frameworks, decisioning models, processes and underlying intellectual property remain the exclusive property of Arylia, whether developed before or during the provision of services to a Client. The Client does not acquire ownership of such intellectual property through the purchase or use of Arylia's services or solutions.

The Client retains ownership of its own data, customer information, trademarks, creative assets, content and materials supplied to Arylia.

Client-specific campaign deliverables created specifically for the Client may be used by the Client for the purposes agreed under the Applicable Agreement, subject to payment of all amounts due. This does not transfer ownership of any underlying Arylia intellectual property incorporated into or used to produce those deliverables.

No party may reproduce, commercialise, license, distribute, reverse engineer or represent the other party's proprietary intellectual property as its own without prior written consent.

17. Client Name & Logo Usage

Where Arylia has provided services to or completed a campaign for a Client, Arylia may identify the Client as a business it has worked with and display the Client's company name and logo on Arylia's website for the purpose of identifying its clients or business relationships.

This permission does not constitute an endorsement by the Client of Arylia or its services.

Any use of the Client's name or logo in case studies, testimonials, presentations, promotional PDFs, advertising campaigns or other marketing materials beyond the website client identification described above, or any publication of campaign results or performance data, shall require the Client's prior written approval.

Arylia shall use the Client's name and logo accurately and shall discontinue future use upon receiving a written request from the Client.

Use of a Client's name or logo under this clause does not transfer ownership of the Client's trademarks or other intellectual property to Arylia.

18. Confidentiality

Both parties agree to keep confidential any non-public commercial, financial, technical, strategic, or business information received during the course of the relationship.

Confidential information may only be used for the purpose of performing or evaluating the applicable business relationship and shall not be disclosed to third parties except where necessary for campaign delivery, required by law, or authorised in writing.

This obligation shall not apply to information that:

Is publicly available through no breach of these Terms;
Was lawfully known to the receiving party before disclosure;
Is independently developed by the receiving party without using the confidential information; or
Is lawfully received from a third party without an obligation of confidentiality.

Where disclosure is required by law or a competent authority, the receiving party may disclose the information to the extent legally required and, where legally permitted, shall notify the other party in advance.

Each party shall take reasonable steps to protect the other party's confidential information.

19. Limitation of Liability

Neither party shall be liable to the other for indirect, consequential, incidental or special damages, including loss of profits, loss of revenue, loss of data or loss of business opportunity, to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, Arylia's total aggregate liability arising out of or in connection with a particular campaign shall not exceed the total fees paid or payable to Arylia under that campaign during the three (3) months preceding the event giving rise to the claim.

This limitation shall not apply to liability that cannot lawfully be excluded or limited, or to loss arising from fraud or wilful misconduct.

Arylia shall not be liable for losses arising from third-party platform changes, supplier failures, attribution discrepancies, tracking failures, Client systems, internet disruptions or matters outside Arylia's reasonable control, except to the extent directly caused by Arylia's breach of these Terms or applicable law.

Nothing in this section limits the Client's obligation to pay valid campaign charges, approved work, delivered activity or non-cancellable third-party commitments in accordance with these Terms and the Applicable Agreement.

20. Force Majeure

Neither party shall be liable for delays or failure to perform resulting from events beyond its reasonable control.

Such events may include platform outages, third-party technology failures, regulatory changes, internet disruptions, acts of government, natural disasters, power failures, telecommunications failures, labour disruptions or other events beyond reasonable control.

21. Termination

Either party may terminate an active campaign in accordance with the Applicable Agreement, subject always to Section 11 regarding campaign commitments and cancellation.

Termination, cancellation or suspension shall not affect payment obligations relating to approved work, valid delivered activity, committed campaign budgets or applicable third-party costs.

22. Governing Law & International Clients

Unless otherwise agreed in the Applicable Agreement, these Terms and any dispute arising out of or in connection with them shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

Subject to applicable law, the parties submit to the jurisdiction of the courts of the Republic of South Africa in relation to disputes arising out of or in connection with these Terms.

The parties acknowledge that Arylia may provide services to Clients, agencies and commercial partners located outside South Africa.

Nothing in these Terms is intended to exclude the application of any mandatory law or regulatory requirement that applies to a party or a specific campaign.

Where required by applicable law, the parties may agree to additional terms relating to data protection, privacy, regulatory compliance or other jurisdiction-specific requirements for the relevant campaign.

23. Survival

Any provisions which by their nature are intended to continue after completion, cancellation or termination of a campaign shall survive, including payment obligations, campaign commitments, confidentiality, intellectual property, limitation of liability, dispute provisions and governing law.

24. Entire Agreement

The Applicable Agreement, together with these Campaign Terms & Conditions, constitutes the agreement between the parties in relation to the relevant campaign or services.

No amendment or variation shall be binding unless agreed in writing by the parties.