Terms and Conditions for Sponsorship/Advertisement
The terms and conditions set out herein shall govern all relations between iluvSA and the Buyer of Advertisement Space or Sponsorship. The placing of an order or request to do so shall constitute acceptance of these terms and conditions. Any other proposed conditions or variations to these conditions shall be void and/or unenforceable unless specifically accepted by iluvSA cc in writing.
In these conditions, the term “Advertisement” or ”Advertisement Space” means advertising in print or digital formats as applicable “Buyer” “You” or “Your” means the advertising agency or media buyer placing the Advertisement with Us on behalf of an advertiser or an advertiser placing the Advertisement with Us direct. The terms “Publisher”, “Us”, “We” or “Our” means iluvSA cc whose registered offices are situated at 5 Chelsea Mews, 55 Sunnyside Lane, Pinetown company registration number 2011/055228/23 , VAT number 9041075236.
2. Placing an Order and Our Rights
All Advertisement requests are offers and subject to acceptance by Us. The Placing of an Advertisement by iluvSA cc is deemed acceptance. Otherwise acceptance will occur upon written confirmation by us that Your Advertisement will be included. iluvSA cc reserves the right to decline to publish or omit, suspend or change the position of any Advertisements submitted to it, at its absolute discretion and without explanation. All Advertisements must comply with iluvSA cc’s requirements including the technical specification provided to the Buyer. Should any such withdrawal, omission or suspension be due to the act or default of the Buyer of an accepted Advertisement or space for Advertisements ( including failing to supply Advertisement copy/materials or required revisions thereof in time), then the space reserved for the Advertisement shall be paid for in full whether or not the Advertisement is published.
In relation to any Advertisement order that we may accept from agencies or media buyers, You are contracting with us as a principle rather than on an agency basis notwithstanding that you may be acting as an agent for the owner of the Advertisement or acting in a representative capacity.
By placing the Advertisement with iluvSA cc, the Buyer grants iluvSA cc an irrevocable, royalty free, world wide licence, to reproduce the Advertisement in the designated publication in any medium howsoever, known now or yet to be invented. Unless otherwise stated, we will not charge You for any artwork or advertisement design we produce but copyright in such artwork shall be retained by Us and may only be reproduced by You or any third party with our express written permission. Where any Advertisement is typeset by us and/or included within Our template, the rights therein remain with Us and neither You nor any third parties, may not reproduce such Advertisements using the foregoing without our express written consent. In no circumstances does the placing of an order confer the right to renew on similar terms. We may reject any future orders for any reason whatsoever.
3. Fulfilling Your Order
We will use reasonable efforts to comply with Your requirements regarding the print publication, signage, website or any other media that the Advertisement will be included within, the date of insertion, the edition of insertion, the colour reproduction and the position within the publication, however we may decline to publish or omit, suspend or change the position of any Advertisement. We therefore do not warrant the date of insertion, position or the wording or the quality or any aspect of the reproduction of the Advertisement.
We will require you to submit the Advertisement in accordance with Our specifications for the particular Advertisement. We will take reasonable steps to ensure that any artwork or materials You supply to Us are returned according to Your reasonable instructions. However we cannot assume any liability for any damage caused to the same other than as cannot be excluded by law.
We reserve the right to alter the circulation or distribution of the publication (including the media in which it is distributed) any time without prior written notice to You. If copy and copy instructions including draft layouts are not received by the stipulated time iluvSA cc cannot undertake to supply proofs or make corrections and iluvSA cc reserves the right to repeat the most appropriate copy.
It is the responsibility of the Buyer to check the correctness of the Advertisement proof (and of each insertion of the Advertisement if more than one). iluvSA cc assumes no responsibility for the repetition of an error in an advertisement ordered for more than one insertion unless We are notified of the error in advance of the deadline for the subsequent insertion.
4. Your Obligations
It is a material term of this contract that:
i) all Advertisements in their entirety comply with the International Code of Advertising Practice and are legal, decent, honest and truthful. All advertisements must also comply with the provisions of South African law, including without limitation all Advertisements which should comply with all relevant South African financial services and/or gambling legislation;
ii) all Advertisements of Foods and Therapeutic Substances submitted by the Advertiser must disclose their essential constituents;
iii) production or publication of the Advertisement will not breach any contract, infringe or violate any copyright, trademark or other personal or proprietary right or render iluvSA cc liable for any proceedings whatsoever;
iv) any information supplied in connection with the Advertisement is accurate, complete and true;
v) Alcohol, gambling, advertisments of a sexual nature, or any advertisment deemed inappropriate for children will not be accepted for publication. iluvSA cc holds sole discretion as to what may be deemed appropriate.
vi) iluvSA cc has the right to query Advertisement copy, request additional information or refuse Advertisements for publication without disclosing reasons;
(v) in respect of any Advertisement submitted which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Buyer or its client (if applicable) has obtained the consent of such living person to make use of such name, representation and /or copy.
The Buyer will fully indemnify iluvSA cc fully in respect of any claims, costs, proceedings, demands, losses, damages, expenses or liability howsoever arising, directly or indirectly as a result of any breach or any performance of any of the representatives warranties or other terms contained herein or implied by law.
5. Advertisement Rates and Payment
Payment for the Advertisement (including any associated charges shown on the relevant invoice) are unless otherwise stated, quoted ex VAT ( which will be added if applicable at the prevailing rate) and are due in advance of publication except where We have agreed in writing to allow credit to You. All Buyers will be subject to credit checks to determine either whether we wish to offer you credit terms or whether we will require pre-payment in advance of placing any Advertisement. If we do wish to offer you any credit, we may require guarantees or other security as a condition of acceptance of that credit or any specific orders You may submit. We reserve the right to withdraw any credit for future orders that we may have granted you in the past prior to acceptance of any new order You may place. The amount that you will be required to remit to Us will be calculated as follows: rate card or list price less any agreed discount; less any agreed commission; plus VAT to be added at the prevailing rate.
Where credit has been agreed, time due for payment shall be no later than the payment date shown on our invoice to you (which may change from time to time).Revisions to invoice payment dates will be included on Your invoices, so You must check each invoice. Payment must be received by us at our principal place of business or into our bank account by that date. Should You or your bank fail to make payment within the time specified above, we may impose an administrative charge of R20 per 15 days thereafter up to a maximum cap of R40 for debts under R1000 and R70 for debts over R1000 per Advertisement and charge interest on the overdue amount invoiced to you at the rate of 8% above the base rate of the Bank of South Africa accruing from day to day including the day on which payment was due before and after judgement. Any such additional charges will be invoiced and payment of new invoices shall be due as specified in the invoice.
Should you query any statement or invoice that we send to you, where this invoice includes multiple Advertisement charges, querying an individual charge shall not entitle you to withhold any payment in respect of the other charges included within the statement and/or invoice and these must be paid in accordance with the provisions above. Our right to interest and an administrative charge will not apply to any amount You contest in good faith. In the event that the original payment is not received by Us by a due date set out above, we may revoke any credit terms and limits for any future orders that we may choose to accept. We reserve the right to withdraw credit arrangements from You at any time.
We may give any information relating to your account with Us to any other iluvSA cc company and any trade association that we are a member of. You will be liable for any collection and on-payment of any VAT that should be collected from your customer and paid on to the SARS. You will indemnify Us for any claims, costs, proceedings or demands that may arise howsoever in respect of any breach of your obligations in this regard.
We reserve the right to increase advertisement rates at any time or to amend the terms of the contract as regards to space or the frequency of Advertising. In such event the Buyer has the option of not placing any further orders for Advertising. Existing accepted Advertising orders will be handled under the agreed terms.
6. Cancelling or Amending Orders
If the Buyer wishes to cancel or amend their Advertisement the following shall apply:
i) Advertisements may be cancelled without liability for payment, if notice if received by Us in writing by post or email to the iluvSA cc offices at least one month prior to the due date of publication.
ii) If the Buyer cancels the balance of the Advertisement contract, or if the Advertiser does not complete insertions within the specified contractual period, it relinquishes any right to any series discount to which it was previously entitled and Advertisements will be paid for at the appropriate rate.
iii) Amendments to Advertising may be requested after proof sign off within one week before the due date of publication.
7. Publisher’s Liability
iluvSA cc will endeavour to ensure that all Advertisements published in a digital form, are accessible in accordance with reasonable industry standards. You understand however that the digital platform(s) in which the Advertisement may appear will require routine, scheduled and urgent non scheduled maintenance and experience some periods in which the Advertisement is not accessible. Where any Advertisement is not accessible to the majority of users of the digital media for a period of more than 36 consecutive hours (other than for a reason of Force Majeure as set out below) (“the Period of Downtime”), We will ensure the Advertisement remains accessible for an additional period, equivalent to the Period of Downtime and to the fullest extent permitted by law, this is agreed to be the sole remedy available to You for any direct or indirect losses, claims, proceedings and demands related howsoever to the Period of Downtime.
iluvSA cc will not be liable for in tort contract or clause for any loss of profit, opportunity, goodwill anticipated saving revenue and or any other loss which is indirect consequential or economic from any cause whatsoever (other than as cannot be excluded by law) and iluvSA cc’s, maximum aggregate liability for any loss or damage arising out of or in relation to any Advertisement order by or on behalf of the Buyer whether in contract, tort or otherwise, shall not exceed the total amount of the charges for the relevant Advertisement paid by or on behalf of the Buyer and received by iluvSA cc in cleared funds.
Nothing in these conditions seeks to exclude any liability than cannot be excluded by law. Except as set out in these conditions, all conditions, warranties, terms and undertakings express or implied, statutory or otherwise are in respect of iluvSA cc’s obligations are excluded insofar as permitted by law.
8. Regulation of this Agreement
Neither party shall be liable to the other for any default due to any act of Force Majeure including any Act of God, threatened war, terrorism or threats of terrorism, war, fire, flood, drought, earthquake, health pandemic, epidemic, telecommunication failure or other event beyond the reasonable control of either party.
You may not assign any rights or obligations owned to us under this agreement without Our prior written consent.
The Buyer acknowledges that Our publications are accessible throughout the world and will not be limited to a particular sector of persons and may be accessible to any member of the public worldwide. These terms and conditions shall constitute the entire agreement between You and Us and shall supersede all prior understandings, commitments and undertakings that either of us may have given. Except as expressly provided in these terms and conditions, no provision shall confer any right on any third party.
If any provisions of these terms and conditions shall be invalid or unenforceable, and shall not affect any other provision which shall remain in full force and effect. These terms and conditions are governed by South African Law. We agree that the South African Courts shall have exclusive jurisdiction (subject to the following sentence) to settle any dispute which may arise out of these terms and conditions and submit all disputes to the jurisdiction of these courts. However, iluvSA cc shall retain the right to bring proceedings in the courts of the country (or State) of the Buyers place of business.