1.1 The Advertiser wishes to appoint SA Pulse Media (Pty) Ltd to provide the Services and SA Pulse Media (Pty) Ltd accepts such appointment in terms hereof.
1.2 In this agreement, unless the context indicates to the contrary, the following words and expressions will bear the meanings assigned thereto and cognate words expressions will bear corresponding meanings:
1.3 “Ad/s” means advertisements made up of text, graphics, images or other material provided by the Advertiser to SA Pulse Media (Pty) Ltd to be placed on websites owned by SA Pulse Media (Pty) Ltd or managed by SA Pulse Media (Pty) Ltd on behalf of an Affiliate, at the request of the Advertiser.
1.4 “Affiliate” means a third party with whom SA Pulse Media (Pty) Ltd has entered into an agreement relating to the placement of Ads on websites owned by such third party
1.5 “Business Day” means any day other than a Saturday, Sunday or proclaimed public holiday in the Republic of South Africa.
1.6 “AG” means the agreement form to which these terms are attached.
1.7 “Placement Duration” means the duration of the AD placement as per the AG.
1.8 “Placement Start Date” means the date on which the AD first appears on a website, as per the AG.
1.9 “VAT” means the tax leviable in terms of the Value Added Tax Act, 89 of 1991 as amended.
1.10 The headings to the clauses of this agreement are inserted for reference purposes only and will not affect the interpretation of any of the provisions to which these relate.
1.11 These Terms shall be read together with the AG, however in the event of any conflict between the Terms and any provision contained in the AG, the AG shall prevail to the extent required to resolve such conflict.
1.12 These terms shall come into operation upon the submission of an AG from the Advertiser to SA Pulse Media (Pty) Ltd and shall terminate upon completion of an AG, unless terminated earlier in accordance with this agreement.
1.13 These terms shall be governed and construed in accordance with the laws of the Republic of South Africa.
1.14 No alteration, consensual cancellation, variation of, or addition hereto shall be of any force or effect unless reduced to writing and signed by all parties to agreement or their duly authorized representatives.
1.15 This document, together with the AG, contains the entire agreement between the parties and no party shall be bound by any undertakings, representations, warranties or the like not recorded herein.
2.1 The Advertiser shall complete all fields as per the AG relating to the Services required by the Advertiser from SA Pulse Media (Pty) Ltd (“Advertiser Specifications”).
2.2 The Services shall be delivered in accordance with the Advertiser specifications as indicated in an AG, subject to the terms of this agreement.
2.3 SA Pulse Media (Pty) Ltd shall use its best endeavours to comply with an AG in all material respects; however, SA Pulse Media (Pty) Ltd shall be entitled in its sole and absolute discretion to deviate from an AG where SA Pulse Media (Pty) Ltd reasonably considers such deviation to be in the best interests of the Advertiser.
2.4 SA Pulse Media (Pty) Ltd shall use commercially reasonable efforts to prevent click fraud; however, Advertiser shall have no claim of any nature whatsoever against SA Pulse Media (Pty) Ltd in the event of any click fraud being detected or arising in respect of any Ad placed pursuant to an AG.
3.1 Revisions or amendments to an AG shall be permitted only as agreed to in writing by both parties.
4.1 The Advertiser shall pay to SA Pulse Media (Pty) Ltd the amount stated on the AG (plus VAT thereon) either on a monthly instalment basis, annually or at the end of the contractual period.
4.2 The Fee due to SA Pulse Media (Pty) Ltd by the advertiser shall be made:
4.2.1 into a bank account specified by SA Pulse Media (Pty) Ltd.
4.3 Any amount due but unpaid in terms hereof shall bear interest at the Prime Rate from the due date to actual date of payment.
4.4 Where the Advertiser is located outside of South Africa, or is represented by an agent, SA Pulse Media (Pty) Ltd may impose further conditions in respect of acceptance of the AG, including payment of the Fee in advance. No services shall be rendered until such time as the Fee is received by SA Pulse Media (Pty) Ltd.
4.5 Any Advertiser represented by an agent undertakes and warrants that such agent has the necessary authority to represent the Advertiser. The Advertiser indemnifies SA Pulse Media (Pty) Ltd for any and all losses incurred as a result of any breach by the agent of any obligation contemplated in terms of this agreement.
5.1 The Advertiser shall be entitled to cancel an AG within 7 (seven) days from date of the signed agreement, after which a cancellation fee of 45% is required.
5.2 The agreement between SA Pulse Media (Pty) Ltd and the Client will automatically renew for the stipulated period as stated on the agreement, unless a cancellation/termination letter is sent through by the Client thirty (30) days prior to termination of the said agreement.
6.1 The Advertiser shall provide SA Pulse Media (Pty) Ltd with such materials including but not limited to content, graphics, logos and other wording and imagery as may be required by SA Pulse Media (Pty) Ltd to deliver the Services (“Advertiser Materials”).
6.2 The Advertiser warrants in favour of SA Pulse Media (Pty) Ltd and its Affiliates that it is, and at all relevant times shall be the lawful owner of all copyright in, and all of the intellectual property rights (or alternatively that the Advertiser is the duly authorized representative of such lawful owner), relating to the Ad and all Advertiser Materials furnished by the Advertiser to SA Pulse Media (Pty) Ltd for the purposes of fulfilling its obligations in terms of an AG.
6.3 The Advertiser irrevocably and unconditionally indemnifies and holds harmless SA Pulse Media (Pty) Ltd and its Affiliates against any claim made by any person, howsoever arising as a result of any infringement of any intellectual property rights or other third party rights in respect of the Ad, any Advertiser Material or Services rendered by SA Pulse Media (Pty) Ltd for the Advertiser.
6.4 Where Advertiser Material is delivered to SA Pulse Media (Pty) Ltd by the Advertiser 5 (five) Business Days or less prior to the Placement Start Date (“Late Material Supply”), SA Pulse Media (Pty) Ltd shall endeavour to implement the Advertiser Material in accordance to the AG, however:
6.4.1 SA Pulse Media (Pty) Ltd shall not incur any liability whatsoever as a result of any delay in the Placement Start Date, or failure to comply with the AG as a result of such Late Material Supply; and,
6.4.2 The Advertiser shall remain liable for all its obligations under the AG including payment of the Fee in full, notwithstanding any failure by SA Pulse Media (Pty) Ltd to adhere to the AG or any loss of inventory as a result of such delay.
6.5 The Advertiser acknowledges that the Services shall be rendered subject to any internal policies governing the business of SA Pulse Media (Pty) Ltd and its Affiliates, including but not limited to policies on content, privacy, public image, obscenity and indecency (“Policies”). In accordance therewith, SA Pulse Media (Pty) Ltd shall be entitled at any time whether acting for itself or upon the instructions of an Affiliate to refuse to provide any Services or to remove any Ad or suspend any Services where same does not comply or will not comply with the Policies.
7.1 SA Pulse Media (Pty) Ltd’s liability in relation to or in connection with the Services and that of its subsidiaries, holding companies, officers, directors, employees, agents and Affiliates “Related Persons”) shall be limited to the matters expressly provided for in this agreement and SA Pulse Media (Pty) Ltd and its Related Persons shall not be liable for any consequential, indirect, incidental, punitive or special damages of whatsoever nature, including but not limited damages for loss of profits, business interruption, loss of information or the like incurred by the Advertiser or any third party by, or arising out of these Terms or the AG.
7.2 Subject only to such agreed liabilities aforesaid, the Advertiser hereby indemnifies SA Pulse Media (Pty) Ltd and its Related Persons in respect of any and all claims made by any third party against SA Pulse Media (Pty) Ltd or its Related Persons in connecting with:
7.2.1 The provision of the Services; and
7.2.2 The use of Advertiser Material.
7.3 SA Pulse Media (Pty) Ltd and its Related Persons shall not incur any liability whatsoever as a result of any failure, corruption, interruption or other such event which may affect or render any website in respect of which Services have been rendered, temporarily or permanently unavailable.
The parties shall treat all information exchanged pursuant to this agreement as private and confidential and shall safeguard same accordingly.
If any party commits a breach of this agreement and/or fails to comply with any of the provisions hereof (“the Defaulting Party”), then the remaining party (“the Aggrieved Party”) shall be entitled to give the Defaulting Party 7 (seven) days’ notice in writing to remedy such breach and /or failure, and if the Defaulting Party fails to comply with said notice then the Aggrieved Party shall forthwith be entitled, but not obliged, without prejudice to any rights or remedies which the Aggrieved Party may have in place including the right to claim damages.
9.1 To cancel this agreement; or
9.2 To claim immediate performance and/or payment of all Defaulting Party’s obligations in terms hereof.
This contract contains the final and entire agreement and understanding between the Advertiser and SA Pulse Media (Pty) Ltd and is complete and exclusive statement of the terms. This contract supersedes all prior agreements and understandings, whether oral or written, in connection therewith.