Terms & Conditions

Terms and Conditions of Service

Last Updated: 01 May 2026

These Terms and Conditions (“Terms”) govern the provision of digital automation and technology solutions by Handover BPO Services (“Handover”, “we”, “our”, “us”). By engaging our services, signing a service proposal, or making payment, you (“Client”, “you”, “your”) agree to be bound by these Terms. If you do not agree, please do not proceed with engaging our services.

1. DEFINITIONS

In these Terms, the following definitions apply:

1.1 “Services” refers to all digital solutions offered by Handover, including WhatsApp Chatbot Automation, Workflow Automation, Corporate Intranet Platforms, and Website Design as described on our website or in a service proposal.

1.2 “Agreement” means the contract formed between Handover and the Client upon acceptance of a service proposal, payment of a deposit, or written confirmation of engagement.

1.3 “Client Data” means any information, content, branding, or materials the Client provides to Handover for the purpose of service delivery.

1.4 “Setup Fee” means the once-off fee charged for the design, build, and configuration of a solution (e.g., chatbot, intranet, or website).

1.5 “Monthly Retainer” means the recurring monthly fee charged for the ongoing management, maintenance, and support of a delivered solution.

1.6 “Deliverables” means the specific outputs agreed upon in a service proposal, including but not limited to configured chatbot flows, intranet platforms, website designs, and automation workflows.

1.7 “Third-Party Platforms” refers to external software services used to deliver Handover’s solutions, including but not limited to Manychat, Meta (WhatsApp/Facebook), Microsoft SharePoint, Make.com, Google Workspace, and Wix.

1.8 “Business Hours” means Monday to Friday, 08:00–17:00 SAST, excluding South African public holidays.

1.9 “Minimum Term” means the initial period during which the Agreement cannot be terminated except for material breach, as set out in Section 5.

2. SCOPE OF SERVICES

2.1 Handover provides the following core services:

WhatsApp Chatbot Automation — design, build, and ongoing management of AI-powered WhatsApp chatbots for business use, built on Manychat and connected via a dedicated WhatsApp Business number.
Workflow Automation — design and implementation of automated business processes connecting platforms such as Google Workspace, Make.com, CRMs, and calendar systems.
Corporate Intranet Platforms — design and build of branded internal staff portals, including newsroom, staff directory, document management, help desk, and departmental pages, delivered on Microsoft SharePoint.
Website Design — design and build of business websites as a supporting service, delivered on Wix. Website Design is available as an add-on and is not sold as a standalone service.

2.2 The exact scope of each engagement is defined in the written service proposal signed or accepted by the Client prior to commencement.

2.3 Any work requested outside the agreed scope will be quoted separately and requires written approval before execution.

2.4 Handover reserves the right to decline requests that fall outside its service offering, are technically unfeasible, or conflict with these Terms.

3. FEES AND PAYMENT TERMS

3.1 All fees are invoiced in South African Rand (ZAR) for South African clients and in United States Dollars (USD) for international clients, as specified in the service proposal.

3.2 The pricing structure for Handover’s services is as follows:

Setup Fee: A once-off fee payable prior to commencement of build work. This covers design, configuration, testing, and delivery of the agreed solution.
Monthly Retainer: A recurring fee payable in advance at the start of each billing cycle. This covers ongoing management, maintenance, updates, and support.

3.3 Payment terms for setup fees: 50% deposit is required before work commences; the remaining 50% is due upon delivery of the completed solution as defined in the service proposal.

3.4 Monthly retainer payments are collected via DebiCheck debit order. By accepting these Terms, the Client authorises Handover to initiate a DebiCheck mandate for the agreed monthly amount. The Client is responsible for ensuring sufficient funds are available on the debit date.

3.5 In the event of a failed debit order, Handover will notify the Client within 2 Business Days. A re-presentment may be attempted. Persistent payment failures may result in service suspension.

3.6 Failure to make payment may result in service suspension, delayed delivery, or termination of the Agreement. Handover reserves the right to withhold delivery of completed work until payment is received in full.

3.7 All fees are non-refundable unless expressly required by applicable South African law.

3.8 Handover reserves the right to revise its fees with 30 days’ written notice. Continued use of services after the effective date constitutes acceptance of the revised fees.

4. CONTRACT TERM AND TERMINATION

4.1 This Agreement commences on the date the Client pays a deposit, signs a service proposal, or confirms engagement in writing, whichever occurs first.

4.2 All service agreements are subject to a Minimum Term of three (3) consecutive months from the commencement date. During the Minimum Term, neither party may terminate the Agreement except as provided in clause 4.4.

4.3 After the Minimum Term has elapsed, either party may terminate the Agreement by providing thirty (30) days’ written notice to the other party. Notice must be submitted via email to hello@handoverbpo.com.

4.4 Handover may terminate this Agreement immediately, without notice, if:

the Client fails to make payment and does not remedy the breach within 5 Business Days of written notice;
the Client is abusive, threatening, or consistently uncooperative in a manner that prevents Handover from delivering services;
the Client requests activities that are unlawful, unethical, or in violation of Third-Party Platform terms of service.

4.5 Upon termination of the Agreement:

all outstanding fees become immediately due and payable;
the DebiCheck mandate will be cancelled within a reasonable period following the effective termination date;
Handover will return Client Data in its possession within 14 Business Days, where reasonably practicable;
no refunds will be issued for any unused portion of a Monthly Retainer.

4.6 Termination does not affect any accrued rights or remedies of either party.

5. CLIENT RESPONSIBILITIES

The Client agrees to:

5.1 Provide accurate, complete, and timely information required for service delivery, including brand assets, platform access credentials, and content approvals.

5.2 Respond to requests for approvals, feedback, or information within 3 Business Days. Delays caused by the Client may affect delivery timelines without liability to Handover.

5.3 Maintain a dedicated WhatsApp Business number or provide a dedicated SIM for chatbot services, as required. The Client is responsible for ensuring the number remains active and in good standing with Meta.

5.4 Ensure the accuracy of any content, data, or materials provided to Handover. Handover is not liable for errors arising from inaccurate Client-supplied information.

5.5 Refrain from requesting tasks that are unlawful, unethical, or in violation of the terms of service of any Third-Party Platform.

5.6 Maintain confidentiality regarding Handover’s pricing, internal processes, proprietary workflows, and documentation.

5.7 Ensure all staff who interact with the delivered solution (e.g., intranet, chatbot dashboard) are trained appropriately and that access is managed responsibly by the Client.

6. HANDOVER’S RESPONSIBILITIES

Handover agrees to:

6.1 Deliver all services professionally, to the agreed scope, and within any timelines confirmed in writing.

6.2 Protect Client Data and maintain strict confidentiality at all times.

6.3 Notify the Client promptly if any requested task falls outside the agreed scope or is not technically feasible.

6.4 Maintain active management of the Client’s chatbot and automation services throughout the retainer period, including responding to bot failures, flow errors, or integration issues during Business Hours.

6.5 Act in the Client’s best interest while complying with all applicable laws and Third-Party Platform terms of service.

7. THIRD-PARTY PLATFORM DEPENDENCY

7.1 Handover’s services are delivered in part through Third-Party Platforms. The Client acknowledges that Handover does not own, control, or operate these platforms.

7.2 Handover is not liable for any service interruption, feature change, policy change, account suspension, or discontinuation caused by a Third-Party Platform, including but not limited to:

Meta (WhatsApp/Facebook) policy changes or account suspensions;
Manychat plan changes, feature deprecations, or service outages;
Microsoft SharePoint availability or licensing changes;
Wix platform changes, outages, or pricing updates.

7.3 In the event of a Third-Party Platform disruption, Handover will make reasonable efforts to identify an alternative solution and notify the Client. Any additional costs incurred as a result of migrating to an alternative platform will be quoted separately.

7.4 The Client understands that Third-Party Platform licensing and subscription fees (e.g., Microsoft 365, Manychat agency plan costs attributable to the Client) may be passed through as part of the monthly retainer or billed separately, as specified in the service proposal.

7.5 Intellectual property rights in Third-Party Platforms remain with their respective owners. Handover grants no licence to Third-Party Platform software beyond what is necessary for the Client’s use of the delivered solution.

8. INTELLECTUAL PROPERTY

8.1 Upon receipt of full payment for setup fees and all outstanding amounts, ownership of the custom Deliverables created specifically for the Client (including chatbot flow configurations, intranet structure, page designs, and website content) transfers to the Client.

8.2 Handover retains full ownership of its internal tools, templates, proprietary workflow frameworks, training materials, and reusable code components, regardless of whether elements of these were used in the Client’s solution.

8.3 The Client may not resell, sublicence, distribute, or claim authorship of any proprietary resources belonging to Handover.

8.4 The Client grants Handover a limited, non-exclusive licence to use Client-supplied materials (logos, brand assets, content) solely for the purpose of delivering the agreed services.

8.5 Handover may reference the Client’s name and project type in its portfolio or marketing materials unless the Client requests otherwise in writing.

9. DATA PRIVACY AND CONFIDENTIALITY

9.1 Handover is committed to the responsible handling of Client Data and complies with the Protection of Personal Information Act, 4 of 2013 (POPIA) and, where applicable, the General Data Protection Regulation (GDPR).

9.2 Handover acts as an Operator (as defined under POPIA) in respect of personal information shared by the Client. The Client, as the Responsible Party, remains solely responsible for ensuring it has lawful authority to share personal information with Handover.

9.3 Client Data will not be shared with third parties except:

where necessary to deliver the agreed services (e.g., connecting a chatbot to a CRM);
where required by applicable law or court order;
where the Client has provided explicit written consent.

9.4 Handover implements reasonable technical and organisational measures to protect Client Data from unauthorised access, loss, or disclosure.

9.5 Both parties agree to keep confidential all non-public information received from the other party in connection with this Agreement, and to use such information solely for the purposes of performing their obligations hereunder. This obligation survives termination of the Agreement.

9.6 Where Handover’s solutions involve the collection of end-user data on behalf of the Client (e.g., contact details captured via a WhatsApp chatbot), the Client is responsible for ensuring appropriate privacy notices and consent mechanisms are in place for their end users.

10. LIMITATION OF LIABILITY

10.1 Handover’s total aggregate liability to the Client for any claim arising under or in connection with this Agreement shall not exceed the value of the Client’s most recent Monthly Retainer payment, to the maximum extent permitted by South African law.

10.2 Handover is not liable for any indirect, special, incidental, or consequential losses, including but not limited to loss of revenue, loss of profit, business interruption, reputational damage, or loss of data.

10.3 Handover does not guarantee specific business outcomes from its solutions, including customer acquisition, lead generation, or revenue growth, as these depend on factors outside Handover’s control.

10.4 Handover is not liable for any losses arising from Third-Party Platform failures, policy changes, or account suspensions, as set out in Section 7.

11. SERVICE LEVELS AND AVAILABILITY

11.1 Handover provides services during Business Hours unless extended-hours support has been agreed in writing.

11.2 Support requests submitted outside Business Hours will be addressed on the next Business Day.

11.3 Work submitted or approved after 15:00 SAST may be actioned the following Business Day.

11.4 Handover does not guarantee uninterrupted availability of solutions delivered on Third-Party Platforms. Uptime is subject to the availability commitments of the relevant platform provider.

11.5 During South African public holidays and scheduled maintenance periods, response times may be extended. Handover will endeavour to provide advance notice of planned downtime where possible.

12. COMMUNICATION

12.1 The primary communication channels for service delivery and support are:

Email: hello@handoverbpo.com
WhatsApp: A dedicated Handover business number (provided on engagement)
Client portal or shared workspace (where applicable)

12.2 Video or phone calls may be scheduled with a minimum of 24 hours’ advance notice.

12.3 All formal notices under this Agreement (including termination notices) must be submitted via email and will be considered received on the next Business Day following transmission.

13. NON-SOLICITATION

13.1 During the term of this Agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly solicit, hire, or attempt to engage any Handover personnel, contractors, or associates who were involved in the delivery of services to the Client.

13.2 A breach of this clause will entitle Handover to claim a fee equivalent to three (3) months’ estimated compensation of the relevant individual as liquidated damages.

14. REFUNDS AND DISPUTES

14.1 No refunds are issued for:

setup fees once work has commenced;
monthly retainer fees for any period during which services were available;
delays in delivery caused by the Client (including late provision of content, approvals, or access).

14.2 Any service concerns or disputes must be raised in writing within seven (7) calendar days of the relevant delivery or invoice date.

14.3 Handover will endeavour to resolve disputes amicably within ten (10) Business Days of receiving written notice.

14.4 If a dispute cannot be resolved amicably, either party may refer the matter to a mutually agreed mediator in South Africa. Mediation costs will be shared equally unless otherwise agreed. Should mediation fail, either party may pursue legal remedies under South African law.

15. FORCE MAJEURE

15.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to:

load shedding, national grid failures, or prolonged power outages;
Third-Party Platform outages, policy changes, or service discontinuations;
natural disasters, pandemics, civil unrest, or acts of government;
internet service provider failures or telecommunication outages.

15.2 The affected party will notify the other in writing as soon as reasonably practicable, and will resume performance as soon as the force majeure event ceases.

16. GOVERNING LAW

16.1 This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, regardless of the Client’s country of residence or incorporation.

16.2 Any legal proceedings arising under this Agreement shall be brought in the appropriate courts of South Africa.

17. AMENDMENTS

17.1 Handover may update these Terms periodically to reflect changes in its services, applicable law, or platform dependencies.

17.2 Clients will be notified of material changes via email at least 14 days before the changes take effect.

17.3 Continued use of Handover’s services after the effective date of updated Terms constitutes acceptance.

18. GENERAL

18.1 These Terms, together with the applicable service proposal, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior representations, agreements, or understandings.

18.2 If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Handover’s failure to enforce any right under these Terms does not constitute a waiver of that right.

18.4 The Client may not cede or assign its rights or obligations under this Agreement without Handover’s prior written consent.

19. CONTACT INFORMATION

For questions, notices, or support relating to these Terms, please contact us at:

Handover BPO Services

Email: hello@handoverbpo.com

Website: www.handoverbpo.com

Country: South Africa

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