Terms and Conditions

Definitions

1. Unless the contrary is clearly indicated, the following words and/or phrases shall have the following meaning: (a) “Ad Budget” means the social media and Google advertising budget for the Client, as set out in the Fees and Disbursement Structure and where applicable in the agreed cost estimate; (b) “agreement” means this written document together with the agreed cost estimate, all the schedules, written appendices, annexures, exhibits and/or amendments attached to it from time to time; (c) “agreed cost estimate” means Vetro Media’s estimation of the costs of the Services which is accepted by the Client; (d) “Contract Schedule” means Schedule “A” hereto setting out the Client’s details; (e) “Client” means the client specified in the Contract Schedule and to whom the Services will be provided in terms of this agreement; (f) “Commencement Date” means the date on which Vetro Media shall commence providing the Services to the Client in terms of this agreement, which date is specified in the Contract Schedule; (g) “Confidential Information“ means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information by a party, or information which the receiving party knows or reasonably should have known is of a proprietary or confidential nature; (h) “days” means ordinary calendar days; (i) “development live date“ means the date when the development services provided by Vetro Media in terms of this agreement are made publicly accessible on the internet; (j) “electronic signature” shall mean any data attached to or logically associated with other data which is intended to be a signature and has a relationship with that data which is used by a signatory to sign and includes, without limitation, typing a name or initial into a contract, inserting a signature (in the form of an image or advanced electronic signature) into this agreement or using a web-based electronic signature platform to generate an electronic representation of a handwritten signature or a digital signature using public key encryption technology; (k) “Fees and Disbursement Structure” means the fees and disbursement charges set out in Schedule “A” hereto, which fees and disbursements to be paid by the Client to Vetro Media; (l) “large disbursements” means extensive changes to design, development or content, scope creep or any functionality required that was not initially agreed upon; (m) “Services” means the marketing services to be provided by Vetro Media to the Client in terms of this agreement as set out in the agreed cost estimate and any additional ad hoc marketing services agreed to between the parties; (n) “Signature Date” means the date on which this agreement is signed by the last signing party; (o) “signature or signed” shall mean manual / wet ink signatures and/or an electronic signature; (p) “Term” means the duration of this agreement as specified in the Contract Schedule; (q) “Vetro Media” means Vetro Trading CC with registration number: 2002/104941/23 of Unit 3, Burnside Island Office Park, 410 Jan Smuts Avenue, Craighall, Johannesburg, South Africa, email: Info@vetro.co.za.

2. Words imparting the singular include the plural and vice versa, any gender includes the other gender and “person” includes artificial legal entities

3. A Contract Schedule to which these Terms of Service apply shall be construed in accordance with these Terms of Service.

4. The headings of clauses are inserted for ease of reference only and do not affect the construction of these Terms of Service.

5. These Terms of Service are a recordal of all the terms and conditions, provisions, arrangements, representations, and stipulations made by and between the parties in respect of the Services. The Client herewith declares not having been induced to enter into any agreement by any undertaking, promise, warranty, or representation not recorded in these Terms of Service.

6. A reference to any Act of Parliament or section thereof or schedule thereto shall be read as if the words “or any statutory modifications or re-enactment thereof or substitution thereof” were added to the reference.

Services

7. Vetro Media shall provide the Services to the Client at the fees and rates set out in the Fees and Disbursements Structure in accordance with the provisions of this agreement.

8. The Client acknowledges and understands that marketing and public relations services do not ensure a guaranteed outcome and Vetro Media does not guarantee any exposure value in respect of the Services.

Commencement and Term

9. This agreement shall come into effect on the Signature Date and shall continue for the duration of the Term unless it is cancelled earlier in accordance with the provisions of this agreement.

10. Vetro Media shall commence the performance of the Services on the Commencement Date. If no date is specified, then the Commencement Date shall be the Signature Date.

11. Either party shall be entitled to cancel this agreement by providing the other party with 1 (one) calendar month’s notice. A calendar month starts on the 1st day of the calendar month after notice has been given.

12. All Services supplied on a monthly basis, shall also require 1 (one) calendar months’ notice in order to cancel same.

Fees and payments

13. The Client shall pay Vetro Media for the Services in accordance with the Fees and Disbursement Structure and the agreed cost estimate.

14. Any work done amounting to 15 (fifteen) minutes, but less than 30 (thirty) minutes, will be charged at 50% (fifty percent) of the hourly rate.

15. Any work done amounting to more than 30 (thirty) minutes, but less than 60 (sixty) minutes, will be charged at 100% (hundred percent) of the hourly rate.

16. The cost of the Services as specified in the Fees and Disbursement Structure and the agreed cost estimate includes 2 (two) changes/adjustments to the work. The Client will be liable to pay Vetro Media for all hours worked in relation to any additional changes/adjustments to the work. Similarly, the Client will be liable to pay Vetro Media for all hours worked in relation to changes/adjustments that affect a previously completed phase of work.

17. On or before the last day of each month, Vetro Media shall render a monthly tax invoice to the Client specifying all the Services provided to the Client during the month.

18. The full amount set out in the tax invoice will be due and payable, without any set-off or deductions, within 30 (thirty) days of transmission of the tax invoice to the Client.

19. Should the Client fail to make payment within 30 (thirty) days from transmission of the tax invoice, Vetro Media shall be entitled to suspend all Services to the Client and to deactivate the Client’s access to its website and/or social media accounts for so long as the Client fails to make payment in accordance with this agreement. The Client hereby consents to the deactivation of its access to its website and social media accounts in the event that the Client fails to make payment to Vetro in accordance with this agreement. In addition, Vetro Media’s attorney will furnish the Client with a letter of demand via email and/or fax wherein payment will be demanded within 3 (three) days. Failure to comply with the written letter of demand may result in legal action being taken against the Client and the Client will be liable for all costs relating thereto, including costs on an attorney-client scale and for collection commission.

20. If Vetro Media does not receive payment by the due date, Vetro Media shall be entitled to charge interest on the unpaid amount, which is payable by the Client, at a rate of 12% (twelve percent) per annum, compounded monthly and calculated from the due date of payment to the date of final payment.

21. If any item or part of an item in an invoice submitted by Vetro Media is disputed by the Client, the latter shall, before the due date of payment, give notice thereof with reasons to Vetro Media, but shall not delay payment of the invoice pending the determination of any disputed items. Should the client fail to notify Vetro Media of such disputed item within the aforementioned period, the Client will be deemed to have accepted the correctness of the invoice.

Client’s obligations

22. The Client shall timeously provide to Vetro Media with all available information and data in the Client’s possession which may be required for the performance of the Services.

23. The Client shall provide Vetro Media with any assistance required in obtaining other relevant information that the latter may require in order to perform the Services.

24. Vetro Media shall be entitled to rely on the accuracy and completeness of all information furnished by or on behalf of the Client.

25. The Client is responsible for providing the content to Vetro Media. The correctness of the content falls within the particular knowledge of the Client and the Client bears the sole responsibility to ensure the content provided to Vetro Media is correct and does not contain any errors or false statements. Vetro Media will not be held liable for any inaccuracies or errors contained in the content provided by the Client to Vetro Media.

26. The Client shall, within a reasonable time, give its decision on any matter properly referred to it in writing by Vetro Media so as not to delay the performance of Services.

27. The Client shall co-operate with Vetro Media and shall not interfere with or obstruct the proper performance of the Services. The Client shall as soon as practicable:

27.1. authorise Vetro Media to act as his agent insofar as may be necessary for the performance of the Services;

27.2. provide all relevant data, information, reports, correspondence and the like, which become available;

27.3. procure Vetro Media’s ready access to online platforms, premises, or sites, necessary for the performance of the Services;

27.4. assist in the obtaining of all approvals, licenses and permits from state, regional and municipal authorities having jurisdiction over the Services;

27.5. designate in writing a person to act with its complete authority in giving instructions and receiving communications on its behalf and interpreting and defining its policies and requirements in regard to the Services.

28. The Client shall not enter into an agreement or contract with a third party which describes any of the duties and responsibilities of Vetro Media in terms of the agreement or which imposes obligations on Vetro Media, without first obtaining Vetro Media’s written agreement thereto.

29. On becoming aware of any matter which will materially change, or has changed, the scope, cost or timing of the Services, or on becoming aware of any defect or deficiency in the Services, the Client shall immediately advise Vetro Media thereof.

30. Where Vetro Media is required to administer the work or services of a third party, or any contract or agreement, on behalf of the Client, then the Client shall issue instructions related to such work, services, contract or agreement only through Vetro Media.

31. The Client shall pay Vetro Media the fees and disbursements in accordance with the provisions of this agreement.

32. The Client will be liable for Ad Budget used by Vetro Media on behalf of the Client, on all digital platforms.

33. Should the Client not proceed with the work proposed and a custom pitch was created for the Client, the Client will be liable for the time related work in respect of the ideation, brand strategy and the pitch execution as specified in the Fee and Disbursement Structure.

34. Should the Client push out the start dates of a confirmed date of commencement or launch, the fees incurred by Vetro Media will be invoiced to the Client at the end of the month and the Client will be liable for payment thereof regardless of the delay in the commencement or launch date.

35. Once the Services have been rendered in accordance with the Client’s request, the Client is obliged to make payment for such Services rendered in accordance with this agreement, without set-off or deductions.

Vetro Media’s Obligations

36. Vetro Media shall perform the Services with all reasonable care, diligence and skill in accordance with generally accepted professional techniques and standards.

37. Where the Services include the exercise of powers to certify, decide or otherwise exercise discretion in regard to a contract or agreement between the Client and third parties, then Vetro Media shall act in respect of that contract or agreement as an independent professional.

38. Vetro Media shall designate in writing a person to act as its representative and such person shall have complete authority to receive instructions from and give information to the Client on behalf of Vetro Media.

39. Vetro Media shall obtain the Client’s prior approval in writing before taking, inter alia, any of the following actions:

39.1. appointing subcontractors for the performance of any part of the Services;

39.2. incurring any large disbursements.

40. If Vetro Media is required to perform the Services in co-operation with any third party(ies) Vetro Media may make recommendations to the Client in respect of the appointment of such third party(ies). Vetro Media shall, however, only be responsible for its own performance and the performance of its appointed subcontractors unless otherwise provided for.

41. On becoming aware of any matter which will materially change or has changed the scope, cost or timing of the Services, Vetro Media shall give notice thereof to the Client, save that Vetro Media is empowered to make minor changes or variations within the overall programme or budget and within such parameters as are defined by the Client, provided that such changes are reported timeously to the Client.

42. Vetro Media shall endeavour to complete any change/adjustment within 14 working days. Completion times will be specified in written communication and these timelines shall be considered binding and any late delivery is the responsibility of Vetro Media. However, should late delivery occur as a result of unforeseen circumstances that could not reasonably have been foreseen, then leeway needs to be given to Vetro Media on a reasonable basis.

43. Testing must be done in advance and scheduled into all development work. Testing is required to be done by Vetro Media as well as the Client. Testing is required to be done between 7 (seven) and 14 9fourteen) days prior to the development live date. Should testing be delayed for any reason Vetro Media assess the possible damage caused by setting a development live date without testing and shall advise the Client thereof. Should the Client instruct Vetro Media to proceed with the development live date the Client be liable for all damages (of whatsoever nature) caused by non-testing.

44. During the live period of the development all changes made to the system in a live environment shall be done by Vetro Media at the Clients request. In the event that a live development change causes a fault or an issue with the development platform Vetro Media shall not be liable therefor. Vetro Media stresses the importance of not making changes to a live development platform or system.

45. Technology is prone to issues and Vetro Media is dedicated to resolving any issues that arise because of all types of faults, however Vetro Media can only be expected to resolve the issues in a reasonable time frame and within reasonable boundaries.

Ownership and copyright

46. Where copyright is vested in Vetro Media, the Client shall be entitled to use the documents or copy them only for the purposes for which they are intended in regard to the services and need not obtain Vetro Media’s permission to copy for such use. Where copyright is vested in the Client, Vetro Media shall not be liable in any way for the use of any of the information other than as originally intended for Services and the Client hereby indemnifies Vetro Media against any claim which may be made against him by any party arising from the use of such documentation for other purposes.

47. The ownership of data and factual information collected by Vetro Media and paid for by the Client shall, after payment by the Client, lie with the Client.

48. The Client shall have no right to use any documents prepared by Vetro Media whilst the payment of any fees and expenses due to Vetro Media in terms of the agreement is overdue.

Limitation of liability

49. Neither Vetro Media nor the Client will be liable to each other for any loss of revenue, loss of profit, loss of financial opportunity, economic loss or any consequential or indirect financial loss or damages whether arising out of contract or delict.

Acceptance:

50. Upon the Client’s acceptance of the cost estimate, the Client will accept such cost estimate by signing same (whether electronically or in wet ink). Thereafter the cost estimate shall be regarded as the agreed cost estimate. Acceptance of the cost estimate will also constitute a mandate from the Client for Vetro Media to provide the Services.

Cession of existing and future book and other debts

51. The Client in securitatem debiti hereby cedes, transfers and makes over to Vetro Media its right, title and interest in and to all claims or book and other debts of its business existing at date hereof as well as future claims or book and other debts that may become due and payable.

52. The Client undertakes to deliver to Vetro Media within 48 (forty-eight) hours from being called upon to do so, a full list of all debtors, which list should include the names, contact information, addresses, the nature and amount of the indebtedness of each of them, as well as a statement showing whether the indebtedness is on open account or on credit.

53. The Client further undertakes to make available for inspection to Vetro Media at any time during normal business hours, at the Client’s place of business, all books of account, receipt or other books, bank statements and correspondence relating to claims or the book debts and to further give to Vetro Media all information concerning the debtors as may be reasonably required by Vetro Media.

54. The Lessee hereby authorises the Lessor to notify the Lessee’s debtors of the existence of this cession.

55. This cession is a continuing and covering cession as security for the Client’s obligations under this agreement and shall remain in force and effect until the Client’s obligations hereunder have been cancelled and all liabilities which the Client may have to Vetro Media (for any cause whatsoever) have been discharged.

Surety

56. I, the below stated Surety, bind myself as surety for the Client to Vetro Media for the due performance by the Client of all its obligations to Vetro Media arising from any cause whatsoever arising and whether presently due, owing and payable or becoming due, owing and payable in the future.

57. This suretyship is given as a continuing covering suretyship.

58. The Surety waives and renounces: (a) any right to claim an accounting from Vetro Media before making payment; (b) any benefits which the Surety as surety is entitled to in law except when expressly excluded by legislation, including the benefits of: (i) excussion; (ii) division; (iii) cession of actions; (iv) being sued together. The Surety acknowledges that it knows and understands the meaning and full force and effect of such benefits.

59. The Surety acknowledges that: (a) this suretyship was complete in all respects when the Surety signed it; (b) the rights and obligations of the various Parties have been incorporated into one document for convenience only and the failure of any Party to execute this suretyship notwithstanding that such Party is reflected in this agreement as a party to it and to be bound by this suretyship for any reason after execution; will not affect the obligations of any other Party or the rights of Vetro Media. It is also agreed that the liability of the Surety is not dependent, either wholly or in part, on the liability of any other Party or intended surety.

60. For the purposes of this suretyship, including the giving of any notice required or permitted in terms of this agreement and any proceedings which may be instituted by virtue of this agreement, the Surety chooses his address for the service of notices, processes and execution at the address of the Client as stated in the Contract Schedule.

Confidentiality

61. Each party may be given access to Confidential Information of the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

61.1. is or becomes publicly known other than through any act or omission of the receiving party;

61.2. was in the other party’s lawful possession before the disclosure;

61.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

61.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or

61.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

62. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

63. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access, is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

Data privacy and protection

64. Each party’s data shall be and remain the property of that party and its affiliates. Neither party shall divulge the data of the other party to third parties (unless provided otherwise in this agreement) and a party shall use the data of the other party only for purposes of this agreement.

65. Neither party shall possess or assert any lien or other right against or to the other party’s data, or sell, assign, lease or otherwise dispose of the other party’s data, or any part thereof, to third parties. Each party shall take such steps as are reasonably required to prevent its employees, sub-contractors and their employees and agents from doing the same.

Force Majeure

66. The failure of a party to fulfil any of its obligations under the agreement shall not be considered to be a breach of, or default under, this agreement provided such inability arises from an event of Force Majeure, and that the party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to meet the terms and conditions of this agreement, and has informed the other party as soon as possible about the occurrence of such an event.

67. In the event that the performance of the Services has to be suspended on the grounds of Force Majeure, the time for completion shall be extended by the extent of the delay plus a reasonable period for the resumption of work or, if the speed of performing certain Services has to be reduced, the time for their completion shall be extended as may be necessary in the circumstances.

68. During the period of his inability to perform the Services as a result of an event of Force Majeure, Vetro Media shall be entitled to continue to be paid under the terms of the agreement and shall be reimbursed for additional costs reasonably and necessarily incurred by him in suspending, delaying and re-activating the performance of the Services.

Dispute resolution

69. In the event of there being any dispute or difference between the parties arising out of this agreement, the said dispute or difference shall on written demand by either party be submitted to arbitration in Johannesburg, South Africa in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

70. Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 5 (five) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the Parties to the dispute.

71. Any party to the arbitration may appeal the decision of the arbitrator in terms of the AFSA rules for commercial arbitration.

72. Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

73. Any arbitration in terms of this clause (including any appeal proceedings) shall be conducted in camera and the parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

74. This clause will continue to be binding on the parties notwithstanding any termination or cancellation of this Agreement.

75. The Parties agree that the written demand by a party to the dispute in terms of clause 71 that the dispute or difference be submitted to arbitration, is to be deemed as a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

Notices

76. Each of the parties chooses their respective addresses set forth above in the Contract Schedule for the purposes of giving any notice, the payment of any sum, the serving of any process and for any other purposes arising from this agreement:

77. Either party may change its chosen address by furnishing the other party with 7 (seven) days written notice of its new address.

General

78. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. No party shall be bound by any express or implied term, no addition to, variation of, or agreed cancellation of, this agreement, including this clause, shall be of any force or effect unless in writing and signed by or on behalf of the parties.

79. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

80. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

81. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

82. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

83. The Client shall not, without the prior written consent of Vetro Media, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

84. Vetro Media may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

85. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of South Africa.

86. Any certificate issued under the signature of Vetro or his or her authorised agent that serves to certify the amount due and owing by the Client will be accepted as prima facie (at face value) proof of the Client’s indebtedness. The certificate will be sufficient to allow Vetro to obtain summary judgment or provisional sentence against the Client in any competent court in the amount stated in the certificate . The Client accepts that it must prove that the amount on the certificate is not the amount that it owes.

87. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement as at the date of signature of the party that signs its counterpart last in time.

88. The parties warrant that the persons signing and concluding this agreement on behalf of the parties have the power, authority and legal right to sign this agreement and bind the party they represent.

Schedule “A” – Fees & Disbursements Structure