TERMS AND CONDITIONS
TERMS AND CONDITIONS
1 The parties
1.2 The Advertiser hereby acknowledges and agrees that the Advertiser will be responsible to fulfill or procure fulfillment of all its obligations as set out in this agreement and that the Advertiser will ultimately be liable to Happenings for fulfillment of all of its obligations under this agreement.
1.3 Annexures, addendums or schedules to this agreement form an integral part hereof. If any provision in an annexure, addendum or schedule is in conflict with a provision(s) in this agreement, effect shall be given to the provision(s) in this agreement.
2.1.1 “advertisement(s)” means any text, graphics, image, content or any other marketing or promotional material provided by you to Happenings for placement within Happenings web properties as set out on the first page;
2.1.2 “campaign(s)” means all of the advertisements that shall be placed within Happenings web properties in accordance with the details set out in this agreement collectively;
2.1.3 “first page” means the document headed Online Marketing Agreement which is set out on the reverse side of these terms and conditions and stipulates the details of the Advertiser and the placement of the advertisements; and
2.1.4 “this agreement” means the first page, the terms and conditions set out herein and any annexure, schedule or addendum attached hereto.
3 Placement of Advertisements
3.2 The placing of advertisements is subject to availability of inventory. Whilst every effort will be made to serve all advertisements exactly as indicated on the first page, strict compliance will not always be possible and Happenings cannot be held responsible for any advertisements not placed as set out on the first page and/or any changes in the placement of advertisements.
3.3 Happenings reserves the right to -
4 Duration & Cancellation
4.2 In the event of termination of this agreement for any reason whatsoever, Happenings shall forthwith remove all advertisements that may appear on Happenings’s web properties in terms of this agreement.
4.3 Cancellation by the advertiser will only be effected through the submission of a written cancellation notice, which must reach Happenings within a thirty (30) business day period before the effective cancellation date. The claim shall remain liable for all rates due for the period to such cancellation. Should the advertiser insist on a waiver of the cancellation notice period, i.e. immediate cancellation of the campaign, Happenings will be entitled to hundred (100%) percent of the originally booked campaign value, i.e. the full Online Marketing Agreement value will be payable.
5.2 Happenings shall be entitled to give you 30 (thirty) days written notice which may include an e-mail notification of any increase in any amount set out on the first page. You may within 14 (fourteen) days of such notice by written notice to Happenings, cancel the services to which such increase apply, failing which you will be deemed to have consented to such increase and be bound thereto.
5.3 Should you fail to pay any amount to Happenings by due date, Happenings shall be entitled, in its discretion and without prejudice to any other rights which it may have in law, forthwith cancel this agreement or suspend performance of its obligations without notice to the Advertiser.
6 Intellectual property rights
6.2 You hereby warrant that you are, and at all relevant times will be, the lawful owner of the copyright of the advertisement and all the material and content provided by you to Web for the purposes hereof and hereby irrevocably and unconditionally indemnify Happenings and agree to hold Happenings harmless against any claim made by any person, howsoever arising from any infringement of copyright and/or infringement of any other intellectual property rights or other third party rights by the advertisements and/or any other material provided by you to Happenings.
6.4 You will not be entitled to use any of Happenings’s trademarks, logos, brand names, domain names or other marks without Happenings’s prior written approval.
7 Limitation of Liability
7.2 You agree that nothing that Happenings does in the exercising of its rights or the performance of its obligations in terms of this agreement or in the carrying on of its business generally shall be construed as an assumption of responsibility or liability by Happenings for the advertisement and/or the content accessible via a link from the advertisement and/or the conduct carried on the website accessible via a link from the advertisement.
7.3 You hereby warrant to and in favour of Happenings that the performance by Happenings of its obligations under this agreement will not result in the breach of any applicable law or any third party rights and you hereby irrevocably and unconditionally indemnify Happenings and agree to hold Happenings harmless from and against any loss, costs, damages and/or claims suffered or incurred by or instituted against Happenings as a result of a breach of this warranty.
7.4 Nothing herein or that Happenings does in performance of its obligations in terms hereof, shall be interpreted so as to give you any form of entitlement in respect of Happenings’s web properties, other than as provided for herein.
7.5 Notwithstanding any other provision under this agreement, neither party shall be liable to the other party for any indirect and/or consequential damages directly or indirectly resulting from (relating to) this agreement in any manner whatsoever.
9.2 No indulgence, leniency or extension of time that Happenings may grant or show to you, shall in any way prejudice or preclude Happenings from exercising any of its rights in the future.
9.3 You may not, in any manner whatsoever, cede or assign any of your rights or obligations under this agreement without Happenings’s prior written consent.
9.4 Either party may (without prejudice to any of its other rights which it may have in law), terminate this agreement at any time on notice to the other of the other party has committed a material breach of any of its obligations under this agreement and has failed to remedy such breach within fifteen (15) days of receiving notice requiring it to do so.
9.5 This agreement shall be subject to the laws of the Republic of South Africa and the parties submit to the jurisdiction of the South African courts and each party chooses the address set out on the first page of this agreement as its domicilium citandi et executandi (“domicilium”) for the purposes of this agreement
9.6 This agreement may be executed in one or more counterparts all of which shall be considered to be one and the same agreement.