Terms and Conditions

TERMS & CONDITIONS

These terms and conditions (“Terms”) govern all Projects, Processes and Deliverables delivered or executed by Adsready (Pty) Ltd (“Adsready”). Similarly, the access and use of Adsready website will be governed by these Terms as well.

These Terms shall take precedence over any other terms and conditions, which may form part of your documentation unless agreed to in writing and signed by both Parties.

 

DEFINITIONS:

Unless inconsistent with the context, the expressions set forth below shall bear the following meanings:

Client” means the party engaging with Adsready on any matter, including, for purposes of receiving Services from Adsready Pty Ltd;

“Data” means any data, including personal information as defined in the Protection of Personal Information, Act 4 of 2013 (“POPI”), the Electronic Communications, Act 25 of 2002 (“ECTA”) and any other applicable legislation in the jurisdiction where the Services are to be provided, supplied, stored, collected, collated, accessed, retained or processed by Adsready on behalf of the Client, irrespective of the media or form;

“Data Protection Legislation” means the laws relating to data protection in South Africa, including, but not limited to, the Electronic Communication and Transactions Act 25 of 2002 (ECTA), the Consumer Protection Act (CPA) 68 of 2008 and the Protection of Personal Information Act (POPI);

“Deliverables” means any deliverable recorded in the SOW provided by Adsready to the Client including any designs, software, programs, creative work, copy, documents, data or other materials developed by Adsready expressly, specifically and exclusively at the request and instance of for the Client in terms of these Terms of Service;

“Estimate” means a quotation, proposal or cost-estimate as more fully described below issued by Adsready and accepted and signed by the Client in respect of Services to be provided and/or Deliverables to be delivered in terms of the SOW. All Estimates are valid for 72 (seventy-two) hours only;

“IP Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets, trade, business and domain names, rights in trade dress or get-up, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“Parties” means you and Adsready and “Party” shall mean either one of them;

“Personal Data” means all personal data for which you are the responsible party (where, for the purposes of this definition, “Personal Data” and “responsible party” have the meanings given to them by POPI) to which Adsready have been given access or which is generated by or on your behalf, including, inter alia-

Names, identity number and/or any other personal identifier, including any number(s), which may uniquely identify a data subject, account or client number, password, pin code, customer or data subject code or number, numeric, alpha, or alphanumeric or configuration of any nature, symbol, e-mail address, domain name or IP address, physical address, cellular phone number, telephone number or other assignment;

Blood type, fingerprint or any other biometric information;

Personal opinions, views or preferences;

Correspondence that is implicitly or expressly of a personal, private or confidential nature (or further correspondence that would reveal the contents of the original correspondence); and

Corporate structure, composition and business operations (in circumstances where the data subject is a juristic person) irrespective of whether such information is in the public domain or not;

“Processing” means the collection, receipt, recording, organization, collation, storage, updating or modification, testing of, retrieval, alteration, consultation or use;

dissemination by means of transmission, distribution or making available in any other form by electronic communications or other means; or

merging, linking, blocking, degradation, erasure or destruction; and “Process” has a corresponding meaning.

“Project Commencement Date” means the mutually agreed date on which the Services will commence;

“Services” means the performance of the services, functions, responsibilities, development and delivery of Deliverables by Adsready for the Client as set out in the SOW and any other items or services provided by Adsready to the Client as they may evolve during the continued duration of the provision of the Services and any other services provided by Adsready, including but not limited to, digital and consulting services, hosting services, web development, graphic design, copywriting, website maintenance, email marketing, social media, new product development, business analysis and digital strategy;

“AdsReady” means Adsready (Pty) Ltd with registration number: 2021/889936/07 with registered address Regus Business Center 11 Van der Merwe Street Mbombela Nelspruit South Africa and/or its Affiliates.

 

APPOINTMENT AND DURATION:

You shall be bound by these Terms the moment you engage with Adsready or access Adsready and will terminate once Adsready has delivered the Services to you, or you have paid for such Services in full.

 

PAYMENT TERMS:

Adsready shall issue an invoice on signature by the Client of the Estimate and the Client shall pay the total fee specified upon presentation of the invoice.

Should any fees not be paid upon presentation of the invoice, Adsready will not release or share any Deliverables. Adsready retains the right to, including but not limited to, take any web-site, social media platform, digital advertising platform or any other digital asset offline and suspend the delivery of the Services for the period the fees remain unpaid;

Interest on any overdue payments shall be charged at a rate of 2% per month.

The Client agrees to pay all the fees Adsready Pty Ltd may incur when recovering any unpaid fees from the Client.

The Client shall compensate Adsready for all disbursements reasonably incurred and properly vouched by Adsready in the performance of its duties under these Terms, provided that such disbursements have been pre-approved by the Client in writing. Adsready shall issue invoices for any such disbursements in arrears in the month in which the disbursement was incurred and Client shall make payment thereof upon presentation of the invoice.

All amounts payable by the Client to Adsready shall be paid into Adsready banking account or such other account as Adsready may notify the Client in writing from time to time.

The Client may not withhold any amount disputed by it. In the event of any dispute, such dispute shall be referred to each Party’s senior financial representative to negotiate in good faith to resolve any dispute within 5 (five) days of such dispute arising. Where the Parties cannot not reach resolution with regards to the disputed amount(s) or Services within 10 (ten) days, such dispute shall be referred for resolution in accordance with the dispute resolution provisions under the Terms.

 

BREACH:

Should either Party breach any clause in these Terms the affected Party shall be able to give the Party who is in breach notice in writing to rectify the breach within 14 (fourteen) days from date of the notice.

Should Adsready fail to rectify the breach within 14 (fourteen) days you will be able to claim specific performance from Adsready.

Should you fail to rectify the breach within 14 (fourteen) days, Adsready will be able to cancel these Terms or claim specific performance from the Client.

Both Parties shall be allowed to claim damages in addition to claiming specific performance from the other Party.

 

INSURANCE:

Adsready will take out the necessary public liability insurance to cover production of the Project, where required. These costs will be reflected in the CE and are for your account.

Adsready will not insure you or any third-party in any manner over and above the public liability insurance referred to in clause 6.1 above, you are required to ensure that you have adequate insurance to cover any liability that may arise from the Project.

 

CONFIDENTIALITY:

Both Parties agree that Adsready Pty Ltd will, at all times, treat all information in connection with and / or relating to the other Party, its business and all matter incidental thereto (the “Confidential Information”) as strictly confidential and shall not, without written consent (which consent will not be unreasonably withheld) from the other Party disclose such Confidential Information to any other person and / or make use of such Confidential Information for any purpose other than in connection with the rendering of the Services.

 

INTELLECTUAL PROPERTY RIGHTS:

Subject to the remaining provisions of this clause 8, all Adsready owned by either Party (whether before or after the Effective Date) shall remain the sole and exclusive property of that Party.

All content on Adsready’s website (unless explicitly stated), any content created for you, work delivered to you, including but not limited to, raw/captured footage, ideas and execution, strategy, graphics, images, clips, digital downloads, and software, is our property or licensed to us whether registered or not. Adsready specifically reserves all rights relating to such content. Only final outputs/deliverables delivered by Adsready and paid for in full by you shall become your property.

“Adsready” and other marks indicated on Adsready’s website are Adsready’s trademarks. These and other graphics, logos, page headers, button icons, scripts, product and service names are our copyrights and/or trademarks belonging to us, whether registered or not (this means any recognizable sign, design, or expression which distinguishes any products or any characteristic of appearance of products or services of Adsready from those of others, belongs to us).

Adsready’s trademarks and/or copyrights may not be used with any other product or service without Adsready’s prior written consent.

Adsready’s trademarks and/or copyrights may not be used in any way that may cause confusion, or in a way that prejudices or discredits The Brand Cartel.

All other trademarks and/or copyrights not owned by Adsready that appear on Adsready’s website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Adsready.

All content on the Website (unless explicitly stated), and any work submitted to clients or potential clients, including but not limited to, text, graphics, logos, button icons, images, clips, digital downloads, data compilations, and software, is the property of Adsready or licensed to Adsready and as such, is protected from infringement by domestic and international laws, legislation and treaties. Adsready expressly reserves all rights pertaining to such content.

Adsready and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, an infringement of any intellectual property right, please notify us by e-mail or post at the address below.

All content, trademarks and data on this Website and any work submitted to clients or potential clients, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or are licensed to Adsready, and as such are protected from infringement by domestic and international laws, legislation and treaties.

 

All other trademarks not owned by Adsready that appear on this Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Adsready.

 

TERMINATION:

Both Parties shall be shall be entitled to cancel these Terms at any time prior to Services being Delivered, free of penalty, provided such notice of cancellation is received by no later than 60 (sixty) days prior to Services being Delivered,

Adsready reserves the right to charge a cancellation fee to cover any costs which Adsready may incur due to you canceling these Terms should the Client cancel at any time after the period set out in clause 9.1 above.

Should the Client cancel these Terms after 50% of the Services have been Delivered to the Client, the Client will be liable for 100% of the fees for the Services as set out in the Estimate/SOW.

Any losses suffered as a result of the aforesaid cancellation shall be charged to the Client by way of direct invoice or set off, at Adsready’s election.

 

INDEMNITY:

You hereby indemnify Adsready from any loss, damage (either general, special or consequential), liability, claim, expense, costs or demand which may arise due to your unlawful conduct, willful misconduct and / or gross negligence.

You indemnify and will keep Adsready indemnified against any claim for infringement of intellectual property rights regarding any information given by you to Adsready and against all costs, expenses and damages Adsready may incur or become liable for because of such infringement.

Adsready will inform you, in writing, as soon as Adsready have been made aware of any claim being made or action threatened or brought against Adsready and will allow you, at your own expense, to continue with any litigation or negotiations that may follow for a settlement of the claim.

 

PROTECTION OF PERSONAL INFORMATION (“POPI”):

Adsready will only Process or disclose Personal Data in accordance with applicable laws, in terms of these Terms and in accordance with any written instructions, requirements or specific directions from you.

Adsready will ensure that all staff members of Adsready and any other persons that has access to your Personal Data are bound by the appropriate legally binding obligations in relation to your Personal Data.

Adsready will take appropriate, reasonable and technical measures to ensure that the integrity of your Personal Data in possession or under control of Adsready is secure and your Personal Data in possession or under control of Adsready remains available to you as and when you need it.

 

NOTIFICATION OF PERSONAL DATA SECURITY BREACH:

Adsready will notify you immediately when upon becoming aware that the Personal Data of a data subject has been accessed or acquired by an unauthorized person and take all appropriate steps to limit the compromise of Personal Data and to restore the integrity of the affected information systems as quickly as possible, Adsready will assist you to report all relevant facts relating to the compromise and provide you with details of the Personal Data affected by the compromise.

If Adsready or any third-party to which the Personal Data has been disclosed pursuant to these Terms, is required by law, regulation or court order, to disclose or process any Personal Data, Adsready will advise you thereof prior to disclosure or Processing.

 

LICENSES AND WEB SITE ACCESS

Adsready hereby grants you a limited license to access and make personal use of the Website provided that in making use of the Website you do not download any content, other than for page caching purposes, except where the facility to download is expressly provided or express written consent to do so is otherwise given by Adsready. You are expressly prohibited from modifying any portion of this Website, whether in part or whole, except with the express written consent of Adsready.

This license does not include any right of resale or commercial use of this Website or its contents. For the purposes of this clause 17, any collection and/or use of any listings and/or descriptions; any derivative use of this Website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools for any commercial purpose is expressly prohibited unless stated otherwise.

It is expressly prohibited to frame or utilize framing techniques to enclose and/or mask any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Adsready and/or our affiliates without its express written consent.

It is expressly prohibited to use any meta tags or any other “hidden text” utilizing Adsready name or trademarks without the express written consent of Adsready.

Any unauthorized use of this Website, its content or applications terminates the permission or license granted by Adsready. You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of Adsready provided the link does not portray Adsready, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner.

You may not use any Adsready logo or other proprietary graphic, trademark, or material as part of the link without express written permission from Adsready.