Promotional and Apparel Terms and Conditions

These terms and conditions will constitute a binding agreement between Admart and the Advertiser/Client for the Promotional and Apparel as specified in the signed quotation hereto

  1. 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 holiday in which case the last day shall be the next day which is not Saturday, Sunday or public holiday
  2. 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 individual and/or legal entity who has wishes to purchase an advertising product and/or branded items from the Agency.
    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 Product” means advertising the Content on behalf of the Advertiser/Client by means of or through 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. Agreement Service Agreement and/or any annexure and/or addendums and/or conditions thereto.
    6. “Agency” means the Admart registration number 2017/652487/07.
    7. “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.
    8. “Business day” means any other than a Saturday, Sunday or officially recognised in public holiday in the Republic of South Africa.
    9. “Branded Items” means the branded items ordered by the Advertiser/Client from the Agency.
    10. “Parties” mean the Parties to this Agreement.
    11. “Person” means and includes natural or artificial persons as the context requires.
    12. “POPIA” means the Protection of Personal Information Act, Act 4 of 2013.
    13. “Production” shall mean all costs pertaining to manufacturing of the Advertising material, excluding VAT reflected in the Booking Schedule.
    14. “Quotation” means quantities, rates, durations and any other details that are specified on the quotation.
    15. “VAT” means Value Added Tax as defined in the Value Added Tax Act, No 89 of 1991 (as amended from time to time);
    16. “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;
  3. GENERAL AND QUOTATIONS
    1. In accepting the quotation, 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 the 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. All quotations are valid for 30 (thirty) working days from the date of issued.
    7. This Agreement shall constitute a binding agreement between the Parties upon signature hereof. 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 to make every effort to find a suitable working solution for any error or deviation of this agreement in good faith.
    11. 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.
  4. QUOTATION BY THE AGENCY
    1. The Agency will create and/or build a quotation based on the Advertiser/Client instructions and will be forwarded to the client via email a nominated email address of the Advertiser/Client.
    2. The quotation is valid for a period of 30 (thirty) days from date of dispatchment by the Agency to the Advertiser/Client.
    3. Upon receipt of the quotation by the Advertiser/Client, the Advertiser/Client will sign the quotation and forward the signed version to thato@admart.co.za to which signature will be acceptance of the quotation by the Advertiser/Client.
    4. The Advertiser/Client will make payment of the quotation in terms of clause 7 below.
  5. ADVERTISING OUTSIDE REPUBLIC OF SOUTH AFRICA (IF APPLICABLE)
    1. The Advertiser/Client hereby acknowledges that should they require Advertising production and/or branded items outside the Republic of South Africa, such costs and/or remuneration shall differ to which said costs will be forwarded by the Agency to the Advertiser/Client.
    2. The Advertiser/Client hereby acknowledges that due to current fluctuations, the final cost to the Agency may well differ from the anticipated cost at the date when said obligations were committed.
    3. The Advertiser/Client hereby acknowledges the Agency’s delivery time of the Advertising Product and/or Branded Items may differ from Clause 6 below due to the branded items crossing the border of South Africa and that the Agency will not be held liable for such delays.
  6. PROMOTIONAL BRANDED ITEMS and delivery
    1. The Agency’s standard delivery lead time is between 1 (one) to 3 (three) working days for deliveries within Gauteng and 5 (five) working days for deliveries to provinces outside Gauteng.
    2. All items are sold on a first come first serve basis and cannot be reserved or held aside. The Agency cannot be held liable for any items being sold out or discontinued once the order has been placed.
    3. The images of the products are the closest representation that the Agency has of the product. The Agency is unfortunately unaware of the quality or exact colour matchings of these products outside of the special descriptions on the quotation.
    4. Artwork templates will be supplied and once signed off cannot be amended.
    5. The Agency does require in the circumstances a pantone colour to match the desired colour tone of the Advertiser/Client. Should the Advertiser/Client not have a corporate identity of a specified pantone colour, the Agency will match the Advertiser/Client colour but cannot be held liable for any colour variances.
    6. All artwork/materials/ logos must be sent in the required high-resolution formats in order for the Agency to supply the best quality branded products desired by the Advertiser/Client.
  7. TERMS OF PAYMENT
    1. The Advertiser/Client shall settle the payment for the items selected and the branding up front on the website through our secure payment portal PAYFAST, Either via EFT (Electronic Fund Transfer), Credit Card or Debit Card.
    2. The Advertising Products and/or Branded Items remain the property of the Agency until such time the Agency has received the full balance owing to it as per clause 7.1 above.
    3. 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.
  8. 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 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.
    3. Save with the consent of the Agency, the Advertiser/Client will not 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.
  9. CONFIDENTIAL INFORMATION
    1. The Agency agrees not to disclose without the permission of the Advertiser/Client 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 field of the Advertiser/Client products or services which the Agency has gained.
    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 may have supplied to the Agency.
    3. The Advertiser/Client acknowledges and agrees that any identifiable and original idea, or concept presented by the Agency in relation to any Advertising Product and/or Branded Items invented and/or developed by it shall be acknowledged as being available only for such promotion and/or campaign and will not be used for any other purposes whatsoever without the Agency’s express prior written consent.
    4. 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.
  10. 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 Product and/or Branded Items 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 Product and/or Branded Items prepared for the Advertiser/Client by the Agency and approved by the Advertiser/Client either orally or in writing. 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 Advertising Product and/or Branded Items offered by the Agency, the Agency shall use its reasonable endeavours to ensure the accuracy of all target figures relating tli:
      1. The number proportion or type of people likely to be exposed to the said Advertising Product and/or Branded Items;
      2. The number of exposures each person is likely to receive;
      3. The cost of achieving this exposure.
    4. Since clause 10.3 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.
  11. 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.
  12. 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.
  13. BREACH
    1. Should the Advertiser/Client;
      1. Fail to effect payment in terms of clause 7, OR
      2. 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 the order of the Advertiser/Client and discontinue the Advertising Service, remove the Advertiser/Client thereon.
  14. 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, 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.
  15. CONSUMER PROTECTION ACT
    1. The Advertiser/Client, by the signature hereof, the Agency is a juristic person 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.
  16. 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.
  17. NOTICE
    1. The Parties choose as their domicilia citandi et executandi for all purposes, 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.
    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 executandi to 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.
  18. PROTECTION OF PERSONAL INFORMATION ACT OR POPI
    1. The Parties 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.

  19. 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.