Media Advertising Terms and Conditions

These terms and conditions will constitute a binding agreement between ADMART and the Advertiser/Client for the Media Advertising and/or services as specified in the signed quotation hereto

INTERPRETATION
In this Agreement:
- clause headings are for convenience and shall not be used in its interpretation
- unless the context clearly indicates a contrary intention an expression which denotes
- any gender includes the other genders
- a natural person includes an artificial person and vice versa
- the singular includes the plural and vice versa
- the headnotes and words to this agreement are for reference purposes only and shall not affect the understanding and/or interpretation of any provisions to which they relate; and
- any reference to the number of days is prescribed in this agreement, same shall be deemed inclusively of the first day and inclusively of the last day, unless the last day falls on a Saturday, Sunday or public huliday in which case the last day shall be the next day which is not Saturday, Sunday or public holiday
Expression and Definition
1. “Admart” means the online store wherein the advertiser/client purchases the rental of the advertising mediums that are owned by the Media Owners;
2. “Advertiser/Client” means the legal entity who has contracted and signed this agreement as the advertiser/client or who has been nominated and/or appointed to represent it in liaising with the Media Owner as advertiser/Client for the placement of advertising on its behalf and shall be deemed to include its liquidators, trustees, nominees, successors in title and assigns;
3. “Advertiser Contact” means the individual nominated/appointed by the Advertiser/Client and recorded as such in the Annexure A hereto, authorised on behalf of the Advertiser to accept and make all communications necessary for the implementation of this Agreement;
4. “Advertising Material” means the advertising the Content supplied by of the Advertiser/Client for the purpose of advertising on the Advertising Mediums of the media owner for purposes of promoting (either directly or indirectly) the client’s products, brands, services or goods or any other purpose for which the advertiser/client requires media and/or advertising exposure;
5. “Advertising Medium” means the advertising medium on or through which the Content is displayed/flighted/portrayed by the Advertiser/client in accordance with the terms of this Agreement. The Advertising Medium may comprise one or more of the following formats recorded in the Booking Schedule;
6. “Advertising Service” means advertising the name and/or product/s and/or services of the Advertiser/Client by means of an advertising sign and/or medium including the maintenance of the advertising sign
7. “Advertising Sign” means any structure or apparatus, including but not limited to outdoor billboards, advertising light boxes, electronic (LED) units, posters or any other in-mall structure owned by the Media Owner or which the Media Owner has acquired advertising rights (whether illuminated or not) erected or to be erected on advertising site or on advertising vehicles or bus shelter for purpose of providing the advertising service
8. “Advertising Site” means either the asset number allocated to the advertising sign or alternatively that portion of the property on which the advertising sign is situation and/or in the case of an advertising vehicle and/or bus shelter that portion or section of the vehicle or bus shelter on which the artwork is applied to
9. “Advertising Vehicle” means a motorised or non-motorised forms of transportation which includes, but not limited to, motor vehicles, busses, trucks, aircrafts, ballons, trailers, taxis, trains and bicycle on which said poster and/or advertising medium is displayed;
10. “Agreement” means this Agreement Service Agreement and/or any annexure and/or addendums and/or conditions thereto;
11. “Agency” means Admart a division of CMG Africa (Pty) Ltd with registration number 2017/652487/07
12. “Artwork” means the artwork to be provided by the Advertiser/Client to the Agency in accordance with the terms of this Agreement. The Artwork will be used by the Agency in order to create the Content. The Content is displayed by the Agency on the Advertising Medium/s owned by the Media Owner in accordance with the terms of this Agreement;
13. “Artwork Specifications” means the specifications with which the Artwork shall comply in order for such Artwork to be usable for each of the Advertising Mediums as provided by the Media Owner to the Advertiser/Client together with a Booking Schedule;
14. “Authorities” means any present an/or future authority that has control of and/or the right to enforce the relevant laws and regulations in respect of the advertising sites, transit advertising, advertising space, poster, media owner or the advertiser/client;
15. “Booking Schedule” means the Booking Schedule attached hereto and any further Booking Schedule/s concluded between the Parties;
16. “Business day” means any other than a Saturday, Sunday or officially recognised in public holiday in the Republic of South Africa;
17. “Campaign Costs” shall mean all and any costs, made up of the Production and Flighting Cost and the Media Rental and relating to the campaign as reflected in the booking schedule;
18. “Campaign Holding” means the advertising signs/s and/or advertising medium/s as set out in Annexure A appended hereto specifying the advertising medium/s, the advertising site/s and monthly rental amount/s applicable to such advertising sign and/or advertising vehicles and shall include any schedule from time to time in place thereof with the written agreement of both parties;
19. “Commencement Date” means the agreed commencement date of the advertising service/s as set out in this agreement;
20. “Content” means the content that has been created from the Artwork, and which Content is displayed/flighted by the Company on the Advertising Medium/s in accordance with the terms of this Agreement;
21. “Initial contract period” means to the period the Advertiser/Client requires the advertising service from the media owner as shown on Annexure A;
22. “Insurance entity” means the entity providing short term insurance and other financial services;
23. “Interactive Campaign” means the advertiser/client digital advertising campaign which utilises online or offline interactive media to communicate/interact with the advertiser/client’s target audience via the advertising medium supplied by the media owner for purposes of promoting (either directly or indirectly) the client’s product’s, brands, services, or goods or for any other purpose/s for which the advertiser/client derives media or advertising exposure;
24. “Interactive Content” means any type of visual digital data, content images or text, which is displayed and/or transferred, shown and/or presented on the advertising sign and/or medium in terms of the interactive campaign
25. “Licence” means any permission and/or approval issued by the controlling authority and required by the media owner to erect,, operate and maintain the advertising sign on the advertising site or advertising medium or advertising vehicle and in turn sell advertising space thereon to any other person;
26. “LED Screen” means any video and/or electronic display which uses light emitting diodes;
27. “Material” mean advertising material, that falls within the category of advertising reflected ex facie in this agreement for the purpose of including, but not limited to, of display or otherwise
28. “Media Rental” means the total amount, excluding VAT, billed by the Company to the Advertise/client for any Advertising (excluding the Production and Flighting Costs), which may be reflected in the Booking Schedule as a monthly or other periodic payment;
29. “Media Owner” means the media company;
30. “Parties” mean the Parties to this Agreement;
31. “Person” means and includes natural or artificial persons as the context requires;
32. “POPIA” means the Protection of Personal Information Act, Act 4 of 2013
33. “Poster” means the final production of the digital image onto the substrate and includes any vinyl decals applied on said advertising vehicles in terms of this agreement
34. “Production” shall mean all costs pertaining to manufacturing of the Advertising material, excluding VAT reflected in the Booking Schedule;
35. “Quotation” means quantities, rates, durations and any other details that are specified on the quotation.
36. “Rental” means the monthly payment payable by the Advertiser/client to the media owner for the use and enjoyment of the advertising medium as specified in Annexure A to this agreement
37. “Retailer” means the retailer in who’s Store/s the Advertising Medium/s will be situated, for the purposes of the Advertising;
38. “Store/s” means the location/s at which the Agency displays the Advertising Medium/s, from time to time, in terms of this Agreement, as reflected in the Booking Schedule;
39. “Termination Date” means the end of the advertising service period to which will be calculated by adding the initial contract period to the commencement date;
40. “Transit Advertising” means the provision of the advertising service on a motor vehicle, bus, taxi, train, trucks, trailer or any other motorised or non-motorised modes of transportation;
41. “VAT” means Value Added Tax as defined in the Value Added Tax Act, No 89 of 1991 (as amended from time to time);
42. “Website” means the Agency’s website, namely www.admart.co.za or such other website advised by the Agency to the Advertising from time to time;
General and Quotations
1. In checking the products out of the cart, the Advertiser/Client hereby agrees to the defined items, quantities, rates, durations and any other details as specified on the quotation.
2. The Agency hereby agrees to serve under this agreement as the Advertiser’s/Client’s advertising agency to handle the advertising for the products, services and brands upon the terms and conditions hereto.
3. All rates or prices are expressed as excluding VAT unless otherwise specified.
4. The Agency will make every effort to supply the products and/or services in the desired or specified time frames. However, the Agency cannot be held liable for any delays or setbacks outside of it’s control and the costumer in signing this agreement waives any claims against the Agency arising from any of the aforesaid causes.
5. All quotations rates and prices are valid based on the specified quantities. Should any changes be made on the desired quantities or durations specified in the quotation, a new quotation will need to be submitted by the Agency to the customer.
6. This Agreement shall commence on the specified Commencement Date and shall continue until the specified Termination Date, or for the specified period set out in the Agreement or Annexure A attached hereto.
7. This Agreement shall constitute a binding agreement between the Parties at the moment you check the product out of the cart. None of the parties shall have any obligation or claim against the other until such time this Agreement is signed in full by the Parties hereto.
8. This agreement constitutes the whole Agreement between the parties, who/which acknowledge hereto that they have not been induced and/or persuaded to enter into this Agreement by any representation or warranties, other than those set out or contained herein. No representations or warranties shall be of any force or effect unless reduced to writing and contained herein.
9. No alterations, amendments, variation or termination of this Agreement shall be of any force and effect unless reduced to writing and signed by all parties hereto.
10. Both the Advertiser/Client and the Agency hereby agree to make every effort to find a suitable working solution for any error or deviation of this agreement in good faith.
11. The Advertiser’s/Client’s written approval of including, but not limited to, television, cinema and radio scripts and/or storyboards with estimates or quotations of the production cost will be the Agency’s authority to enter into production contracts. The Advertiser’s/Client’s written approval of including but not limited to, films and recording will be the Agency’s authority to arrange for transmission thereof.
12. The Agency will Advise the Advertiser/Client immediately of any changes in the costs illustrated on the quotation of the items of advertising or any changes in plans, schedules or work in progress previously approved in writing by the Client.
13. The Agency will enter into all contracts with Media Owners and/or third parties in its own name and as principal, the Advertiser/Client hereby indemnifies the Agency against all costs and expenses which it may incur in terms of such contracts with Media Owners and/or third parties.
MEDIA ADVERTISING TERMS (IF APPICABLE)
1. All Media Advertising products and/or advertising materials are procured by Agency on behalf of the Advertiser/Client. The agency cannot be held liable for any rates, measurements, durations, cancellations, or deviations from the agreement as signed with the respective Media Owner and/or third party on behalf of the Advertiser/Client.
2. Any Products or Campaigns booked for a period of longer than 4 (four) months will allow the Advertiser/Client the first option to renew the product for at least 2 (two) months prior to the termination date of the agreement.
3. All advertising material and/or artwork need to be supplied to the Agency no less than 10 (ten) working days from the start date of the campaign. The Agency will make every effort reasonably possible to execute the campaign effectively and timeously however the Agency cannot be held liable for any delayed executions if the material and/or artwork is not received within 10 (ten) working days from the start date and the Advertiser/Client hereby indemnifies the Agency in this Regard.
4. The Media Owner will make every effort to protect and ensure the advertising service works to the best of their ability. Should any material and/or artwork be stolen, vandalised or any damage deemed to be an act of god, the Media Owner will be allowed no more than 10 (ten) working days to have advertising restored to its original state.
5. It is the Advertiser/ Customer responsibility to proof check/verify all material or artwork prior to sending to the Agency. The Agency will not be held liable for any material or artwork that is supplied incorrectly.
6. The Advertiser/Client will provide the Agency with clear briefings and ensure that all facts given about the Accounts are accurate while the Agency will co-operate fully with the Client and use reasonable care and skill to make the advertising as successful as is to be expected.
DURATION, RENEWAL AND TERMINATION
1. This Agreement shall commence on the Commencement Date and shall continue until the Termination Date, or for the specified period set out in the quotation.
2. Start dates of certain Products and/or Services may differ depending on their availability and need.
3. Should the Advertiser/Client wish to renew this Agreement for a further period, the Advertiser/Client shall give the Agency two (2) months written notice PRIOR TO THE TERMINATION DATE of its intention to do so to which the Agency shall communicate such intention with the Media Owner;
4. The Media Owner will automatically take the advertising products and/or services to market should notice for renewal not be submitted within time as mentioned in clause 5.3 above and the Media Owner cannot be held liable if the Products and/or Services are no longer available.
5. Early termination of the agreement needs to be submitted in writing to the Agency at least 3 (three) full months prior to the desired termination date. The Agency will make every effort to reduce this early termination period within reason however, the industry standard is 3 (three) months notifications of cancellation.
6. Termination of agreement only applies to the rental of Media Products and/or services. Any production costs should they have been completed or to the stage of their completion will be billed accordingly.
7. In the event of early termination, the Agency will be entitled to charge a fee for the work completed up to the date of cancellation. The Advertiser/Client will further be liable to reimburse the Agency for all outside costs payable to third parties, including damages or charges arising from early termination.
8. In the event of a material change to a previously agreed strategy or advertising contract or project, the Agency will be entitled to charge a fee for the work completed up to the date of said change.
ADVERTISING OUTSIDE REPUBLIC OF SOUTH AFIRCA (IF APPLICABLE)
1. The Advertiser/Client hereby acknowledged that should they require advertising services outside the Republic of South Africa, such costs and/or remuneration shall differ and will be negotiated by the Agency.
2. The Advertiser/Client hereby acknowledges that due to current fluctuations, the final cost to the Agency and the obligations to the Media Owner and/or third parties outside the Republic of South Africa may well differ from the anticipated cost at the date when said obligations were committed.
OBJECTIONS TO THE ADVERTISEMENT; THEFT AND VANDALISM
1. The Agency shall reasonably ensure that the Advertiser’s/Client material shall conform to legal prescriptions and not be offensive to reasonable people.
2. Should any formal complaint be received about the advertisement, the Media Owner and/or Agency shall forward the complaint to the Advertiser/Client, who shall formally respond to the complainant as prescribed, confirming that it is the Advertiser/Client with its full name, address and contact details.
3. Should the complainant seek to hold the Media Owner and/or Agency liable in any capacity in respect of the advertising material, the Media Owner and/or Agency shall inform the Advertiser/Client, and, in its reasonable discretion afford the Advertiser/Client the opportunity to dispute the complaint on condition that:
  1. The media owner and/or Agency is indemnified in writing by the Advertiser/Client in respect of the claim, damages and/or costs, including its own legal costs on an Attorney and own client scale; and
  2. The Advertiser/Client allows The Media Owner and/or Agency reasonable access to all submissions made by the Advertiser/Client.
4. Notwithstanding any action contemplated as set out above, the Advertiser/Client shall remain liable for the payment of all rental amounts including any additional amounts as set out in hereof or as may be recorded in any Annexures hereto.
5. The media owner and/or Agency may refuse to display or continue to display the advertising material which, in its opinion, is objectionable, unsuitable for display or likely to give offence or that has not been approved by the property owner or his/her authorised agent.
6. Should the media owner and/or Agency refuse to display any of the advertising material as contemplated herein, this Agreement for the display of such Artwork shall, without responsibility or liability on the part of the media owner and/or Agency and notwithstanding that the media owner and/or Agency does not display such Artwork, continue in full force and effect. The Advertiser/Client shall not be entitled to withhold any payment and shall furthermore continue to be liable for the campaign cost in terms of this Agreement.
7. The Advertiser/Client indemnifies the media owner and/or Agency and/or the mall owner against any loss or damage, either of them may suffer as a result of any of the advertising material being alleged and/or proved to be
8. Defamatory or harmful of any person (natural or juristic) or infringe on any third party's intellectual property rights or for any other cause whatsoever. In the event of any litigation, the Advertiser/Client shall procure the services of its own attorneys and at its own cost defend/oppose legal proceedings contemplated above.
9. Although the Media Owner and/or Agency shall use its best endeavours to prevent the theft, damage and or vandalism of the advertising material displayed on the advertising medium/s and howsoever caused, the media owner and/or Agency shall not be held liable for such theft or vandalism of the advertising material displayed on the advertising medium/s provided that where:
10. The occurrence of an event contemplated in clause 9.8 above shall not release the Advertiser/Client of any of its obligations in terms of this Agreement and the Advertiser/Client shall remain liable for the payment of all rental amounts including any additional amounts as set out in hereof or as may be recorded in any Annexure hereto.
TERMS OF PAYMENT
1. The Advertiser/Client hereby agrees and/or confirms that all invoices will be settled upfront before any advertising will commence.
2. If the payment date falls on a weekend or public holiday, then such payment date will be deemed to be the last working day immediately prior to the weekend or public holiday.
3. The Agency will invoice the Advertiser/Client in respect of Agency Fees monthly in advance and the client will pay the invoice upfront or in the month prior to the period of advertising.
4. The Agency reserves the right to charge interest on all invoices presented to the Advertiser/Client which are not paid by the relevant due date at the prime rate of interest from time to time.
COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
1. The copy right for all purposes in all advertising material will vest in the Agency unless agreed to the contrary in writing.
2. The Advertiser/Client undertakes not to make any use in or outside of the Republic of South Africa of adverting material produced by the Agency, except with the written consent of the Agency.
3. The Agency will in all such cases retain the copyright in any material contained in any presentation made in competition with any other agency in the event the presentation of the Agency being unsuccessful.
4. Save with the consent of the Agency, the Advertiser/Client will not at any time before or after termination of this agreement use or license any use in or outside the Republic of South Africa of any advertising material whose visual appearance has been created exclusively by the Agency. The Agency’s permission for other uses of such advertising material shall not be unreasonably withheld, but where income is to be generated, the Agency’s permission will be conditional on prior agreement with the Client on reasonable fees or royalties.
CONFIDENTIAL INFORMATION
1. The Agency agrees not to disclose without the permission of the Advertiser/Client during or after its term of appointment, any confidential information resulting from studies and/or surveys commissioned and paid for by the Advertiser/Client. The Advertiser/Client in turn hereby agrees the Agency will be entitled to use as it sees fit any general marketing or advertising intelligence in the filed of the Advertiser/Client product or services which the Agency has gained in the course of its appointment.
2. For the duration of this Agreement and thereafter, the Agency agrees that it will treat in complete confidence all marketing and sales information and statistics which the Advertiser/Client has supplied to it during the course of any work performed for the Client.
3. The Advertiser/Client acknowledges and agrees that any identifiable and original idea, or concept presented by the Agency in relation to any promotion or advertising campaign invented and/or developed by it shall be acknowledged as being available only for such promotion or campaign and will not be used for any other purposes whatsoever without the Agency’s express prior written consent.
4. In circumstances where no promotion or campaigns is agreed between the Advertiser/Client and Agency, the ideas and concepts presented to the Client by the Agency shall remain strictly confidential and shall not be used in anyway by the Advertiser/Client including, but not limited to, communication to any Media Owner or third party without the Agency’s prior written consent.
5. The restrictions imposed above shall not prevent the Agency:
  1. The disclosure or use of information in the proper performance of the Agency’s duties; or
  2. The disclosure of information if required by law; or
  3. The disclosure of information which has come into the public domain otherwise than through unauthorised disclosure
LEGAL LIABILITY AND OTHER CLAIMS
1. The Agency shall not be liable for any delay in, or omission of publication or transmission of the advertising material for any error in any advertising unless there is gross negligence on part of the Agency which burden of proof lays on the Advertiser/Client to prove such.
2. The Advertiser/Client indemnifies the Agency against any loss which it may incur as a result of any civil claims or proceedings being brought against it based upon any of the advertising material and/or other work prepared for the Advertiser/Client by the Agency and approved by the Advertiser/Client either orally or in writing before publication. Such indemnity will include all legal costs (on an attorney client scale) and expenses which Agency may be obliged to pay or incur in defending such claims or proceedings brought against it.
3. The Advertiser/Client confirms that is expressly understood and agreed that in planning and/or purchasing the media activity offered by the Agency, the Agency shall use its reasonable endeavours to ensure the accuracy of all target figures relating to:
  1. The number proportion or type of people likely to be exposed to the said Advertising material; or
  2. The number of exposures each person is likely to receive: and
  3. The cost of achieving this exposure.
4. Since clause 11.3 are matters which are estimates and ultimately beyond the Agency’s control, no warranties can be given by the Agency as to the accuracy of such estimates/targets or as to the figures actually occurring and no liability shall be attached to the Agency in respect of any losses suffered by the Advertiser/Client or by any third party by reason of the Advertiser/Client resilience on such estimates/targets.
ADVERTISING STANDARDS
1. Both the Advertiser/Client and the Agency will comply with the rules of the Advertising Standards Authority and other relevant codes of advertising laid down whether on a statutory or a self-regulatory basis. Both parties shall abide by the ruling of the Advertising Standards Authority.
Applicable law
1. This agreement shall be constructed in accordance with and governed by the laws of the Republic of South Africa and both parties hereby irrevocably agree that the Courts shall have exclusive jurisdiction to resolve any controversy or claim of whatever naturing arising out of or relating to this Agreement or alleged breach thereof.
BREACH
1. Should the Advertiser/Client;
  1. Fail to effect payment of any instalment on due date, or
  2. Fails to settle all invoices within 30 (thirty) days from date of invoice; or
  3. Commit a breach of any other terms to this Agreement and fail to remedy such breach within 7 (seven) business days of receipt of a written notice calling upon it to do so, be placed under provisional or final winding-up, sequestration or provisional or final judicial management order or committing any act of insolvency.
2. Then the Agency in any of the above events be entitled, without prejudice to any other rights in law, to either;
  1. Immediately cancel this Agreement and discontinue the Advertising Service, remove the Advertiser/Client thereon.
ARBITRATION
1. Any dispute arising out of this Agreement or the interpretation thereof both while in force and after its termination shall be submitted to and determined by arbitration. Such arbitration shall be held a place mutually agreed by the parties and shall be held in a summary manner with a view to it being completed as soon as possible.
2. The appointment of the arbitrator shall be agreed between the parties, but failing agreement between the parties within a 14 (fourteen) days after the arbitration has been demanded, wither of the parties shall be entitled to request the Executive Director of the AAA to make the appointment and, in making his/her appointment, to have regard to the nature of the dispute.
3. The arbitrator shall have the powers conferred upon them under the Arbitration Act 42 of 1965 as amended but shall not be obliged to follow the procedures prescribed in the Act and shall be entitled to decide on such procedures as he/she may consider desirable for the speedy determination of the dispute and in particular he/she shall have the sole and absolute discretion to determine whether and to what extent shall it be necessary to file pleadings, make discovery of documents or to hear oral evidence.
4. The parties herewith acknowledged that the decision of the arbitrator shall be final and binding on the parties and may be made an order of any Court of competent jurisdiction. Each of the parties hereby submits itself to the jurisdiction of the competent High Court of South Africa having jurisdiction in this matter to make the arbitrators decision an order of that Court.
CONSUMER PROTECTION ACT
1. The Advertiser/Client, by the signature hereof, or if this Agreement is signed on behalf of the Advertiser/Client by the Agency, then the Agency in its aforesaid representative capacity warrant to the media owner that where the Agency or the Advertiser/Client are juristic persons as defined in the Consumer Protection Act No.68 of 2008 (the ”Act”) that their respective asset values or annual turnovers at the time of conclusion of this transaction exceed the threshold values as determined in terms of the provisions of Section 6 of the Act and consequently shall be exempted from the provisions of the said Act.
INDULGENCES
1. In the event of any Party hereto allowing any other party any leniency, extension of time or indulgence; this shall be without prejudice to the rights of the party granting such leniency of time or indulgence, who shall be entitled to enforce its rights hereof at any time.
NOTICE
1. The Parties choose as their domicilia citandi et executandifor all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the address set out on the face of the Agreement.
2. Any notice or communication required or permitted to be given in terms of this lease shall be valid and effective only if in writing but it shall be competent to give notice by fax.
3. Either Party may by notice to the other Party change the physical address chosen as its domicilium citandi et executandi to another physical address where postal delivery occurs or its postal address or its fax number, provided that the change shall become effective on the 5th (fifth) Business Day from the deemed receipt of the notice by the other Party.
4. Any notice to a Party:
  1. Sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandito which post is delivered shall be deemed to have been received on the 5th (fifth) Business Day after posting (unless the contrary is proved); or
  2. delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or
  3. sent by fax to its chosen fax number shall be deemed to have been received on the date of despatch (unless the contrary is proved); or
5. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.
DEBIT ORDER AND SIGNING OF SURETYSHIP
1. Unless otherwise agreed, this agreement is subject thereto that the Advertiser/Client completes and signs a debit order authorisation for payment of the monthly rentals in terms of this Agreement directly into the Agency’s nominated account and should the Advertiser/Client be a Company or Close Corporation the Director(s) or Member(s) as the case may be shall be bound as Surety(ies) and Co-principal Debtor(s) in terms of the suretyship which forms an integral part of this Agreement.
2. The Agency shall be entitled to refuse to accept this Agreement, should the Advertiser/Client fail and/or refuse to sign the required debit order authorisation or Suretyship, which decision shall be in the media owner’s sole and absolute discretion.
PROTECTION OF PERSONAL INFORMATION ACT OR POPI
1. The Parties to the Agreement shall fully comply with the statutory obligations contained in Protection of Personal Information Act 4 of 2013 (“POPI”), with which the Parties warrant that they are fully conversant with at Signature Date, when Processing Personal Information obtained by the Responsible Party and such Personal Information is entered into a Record. Without limiting the generality of the aforesaid the Responsible Party shall ensure that the Privacy and Data Protection Conditions are strictly adhered to when Processing the Data Subject’s Personal Information.
2. The Advertiser/Client hereby indemnifies and holds the media owner and each of the Indemnified Parties harmless from any liability whatsoever arising from the Advertiser’s /Client’s failure to comply with its statutory obligations contained in POPI.
ANTI-CORRUPTION
1. Each Party hereby undertakes that it will, for the duration of this Agreement:
  1. Conduct its business in compliance with the highest ethical standards at all times and will use reasonable commercial endeavours to comply with the requirements and spirit of the Prevention and Combating of Corrupt Activities Act, 12 of 2004 (as amended); and
  2. Comply with all anti-money laundering laws of South Africa.
CERTIFICATE OF BALANCE
1. A certificate of balance by the Agency shall determine and prove the balance of the Advertiser/Client indebtedness arising from this Agreement at any time. It shall not be necessary to prove the appointment of authority of the person signing such certificate on behalf of the media owner the certificate shall be binding on the Advertiser/Client and shall be prima facie proof of the fact of the Advertiser’s indebtedness, of the amount thereof and that same is due and payable at the date of signature of such certificate, the production of which shall discharge any onus of proof, which may rest on the media owner to prove any fact certified therein. Such certificate shall serve as a liquid document in any competent court for the purpose of obtaining provisional sentence or summary judgment against