TERMS & CONDITIONS

Definitions: "EAST OF EDEN TRADING 63 (PTY) LTD" means EAST OF EDEN TRADING 63 (PTY) LTD a trading division of EAST OF EDEN TRADING 63 (PTY) LTD Holdings (Pty) Ltd (Registration No: 2013/045376/07), referred to in this Agreement as EAST OF EDEN TRADING 63 (PTY) LTD or EAST OF EDEN TRADING 63 (PTY) LTD. “Contract term” means the period of this Agreement as specified on the front page of this Agreement under the block labelled Contract term and which commences on the Signature date hereof. "Cost/Purchase price/Contract price" means the amount payable by the Client in terms of this Agreement as indicated in the total block on the front page of this Agreement. “Agreement / Advertising contract/ Contract” means this Agreement incorporating all the terms and conditions contained herein. For avoidance of doubt this Agreement includes all the terms and conditions set out below as well as all the terms and conditions specified on the front page of this Agreement. “Client /Customer” shall mean the company, party, entity and/or person on whose behalf the party signing is contracting and obligating themselves/itself to EAST OF EDEN TRADING 63 (PTY) LTD.

“Advert/s/Advertisement/s” means the various types of advertising and/or advertising products and/or advertising services to be provided by EAST OF EDEN TRADING 63 (PTY) LTD to the Client in terms of this Agreement as specified on the front page of this Agreement under the block labelled Advertising Details. “Parties” means EAST OF EDEN TRADING 63 (PTY) LTD Holdings (Pty) Ltd and the Client and reference to “Party” means either one of them as the case may be.

“Signature date” means the date that this Agreement is signed by the Client. EAST OF EDEN TRADING 63 (PTY) LTD shall provide the Advert/s as defined above to the Client on the terms and conditions of this Agreement as set out below (as well as on all the terms and conditions specified on the front page of this Agreement) as follows:

  1. EAST OF EDEN TRADING 63 (PTY) LTD reserves the right to:
    1. Remove, withhold, reject, edit, revise any Advertisement placed irrespective of whether same has been accepted by EAST OF EDEN TRADING 63 (PTY) LTD for publication, should EAST OF EDEN TRADING 63 (PTY) LTD in its sole and absolute discretion deem same to be untruthful, improper, immoral, objectionable, contrary to any legislation and/or regulations or should the subject matter or wording be unsuitable for any reason whatsoever, irrespective of whether space has been booked or paid in advance;
    2. Change the format, layout and look-and-feel of the Advert and text to achieve click through target;
    3. Include any link in the web pages within EAST OF EDEN TRADING 63 (PTY) LTD, in its sole discretion as it deems appropriate;
    4. Accept any instructions given by the Client telephonically on the basis that such instructions are confirmed in writing thereafter by Client and accepted by EAST OF EDEN TRADING 63 (PTY) LTD;
    5. Ensure the correct capture and publishing of all Advertisements and whilst every precaution is taken by EAST OF EDEN TRADING 63 (PTY) LTD to do so, the Client agrees that EAST OF EDEN TRADING 63 (PTY) LTD shall incur no liability of whatsoever nature for any inaccuracies or omissions or for any other consequences arising therefrom. EAST OF EDEN TRADING 63 (PTY) LTD reserves the right to remedy any errors and any such errors do not provide a basis for non-payment and/or cancellation of the Agreement by the Client;
    6. Place the Advert live if not signed off within 7 (seven) business days of request and list the Client’s Advertisement or additional services in its sole and absolute discretion. The Client acknowledges and accepts the aforementioned rights of EAST OF EDEN TRADING 63 (PTY) LTD.
  2. All payments will commence from the Payment Date specified on the front page of the Advertising Contract. Payment of the Purchase price for the full Contract term as recorded in the Advertising contract shall become due and payable on the Signature date of the Advertising contract by the Client and again on the anniversary of subsequent renewal periods. Should the Client fail to make any payment on due date, the full balance outstanding shall immediately become due, owing and payable. The Client shall not be entitled to defer or withhold any payment due in terms of the Agreement by reason of set off or counterclaim or for any other reason whatsoever. Interest will be charged on all overdue amounts at the applicable rate above the prime bank overdraft interest rate charged from time to time by Standard Bank. EAST OF EDEN TRADING 63 (PTY) LTD reserves the right to impose a CPIX based annual increase in the Contract price.
  3. Should the Client fail to pay any amount outstanding in terms of this Advertising contract by the due date, EAST OF EDEN TRADING 63 (PTY) LTD shall be entitled in its sole and absolute discretion and without prejudice to any other rights it may have in law, to forthwith cancel this Agreement or suspend performance of its obligations in terms of this Agreement without notice to the Client and claim immediate and full payment for the full unexpired Contract term. EAST OF EDEN TRADING 63 (PTY) LTD may further list the Client and/or Surety as a defaulting, non-paying Client/individual with any and/or all credit bureaus after providing the Client/individual with the appropriate written notice as prescribed in terms of the National Credit Act 34 of 2005 (”NCA”). A message regarding suspension of the domain for non-payment may also be placed on the domain address. Ownership of the domain shall vest with EAST OF EDEN TRADING 63 (PTY) LTD until such time as the Purchase price in terms of the Agreement is fully paid.
  4. Failure and/or refusal by the Client to sign off the Advert will not vary the payment terms or entitle the Client to withhold payment for any reason whatsoever. The onus rests on the Client to provide the correct material, images, content, artwork/logo’s/copy etc, if required for production and design of an Advert, within 10 (ten) business days of the Signature date hereof. All material, images, content, artwork, logos, copy required by EAST OF EDEN TRADING 63 (PTY) LTD shall be supplied to EAST OF EDEN TRADING 63 (PTY) LTD in such format as EAST OF EDEN TRADING 63 (PTY) LTD may specify and EAST OF EDEN TRADING 63 (PTY) LTD shall not be obligated to place any Adverts that do not satisfy its requirements. The non-availability or failure by the Client to supply any such material to EAST OF EDEN TRADING 63 (PTY) LTD will not vary the duration nor payment terms of the Advertising contract.
  5. The Client acknowledges that the signing of the Advertising contract, constitutes an order and shall be deemed to constitute acceptance of all the terms and conditions contained in the Agreement, which terms and conditions shall take precedence over and supersede any other written or oral agreement concluded between the Client and EAST OF EDEN TRADING 63 (PTY) LTD, its agents or representatives in respect of this Agreement. The Client acknowledges that it has not been induced by any representation of whatsoever nature made (oral or otherwise) by any representative or employee of EAST OF EDEN TRADING 63 (PTY) LTD to enter into this Agreement other than those recorded in this Agreement. Upon signature of the Advertising contract by the Client, the order is deemed to be accepted by EAST OF EDEN TRADING 63 (PTY) LTD, which acceptance is however subject to the availability of advertising space for the Advertisement specified in the Advertising contract and any other acceptance criteria of EAST OF EDEN TRADING 63 (PTY) LTD, from time to time.
  6. The Client is to ensure that all payments in terms of the Advertising contract are paid to EAST OF EDEN TRADING 63 (PTY) LTD, banking details whereof are as follows: Standard Bank, Cheque Account, Sandton City Branch, Branch code: 018 105, Account Number: 300123345. The Client authorises EAST OF EDEN TRADING 63 (PTY) LTD to draw against its bank account, wherever it may be, the amount due in terms of this Agreement. The Client undertakes to sign a debit order authorisation to this effect, should this be the form of payment agreed upon in the Contract. EAST OF EDEN TRADING 63 (PTY) LTD will charge administration costs of R150 (one hundred and fifty rand) for every debit order which is returned as a result of insufficient funds in the allocated account. Where a debit order date has been missed due to any reason whatsoever, EAST OF EDEN TRADING 63 (PTY) LTD will have the right to activate the debit order in the following debit order run or at any time during the following month. EAST OF EDEN TRADING 63 (PTY) LTD may also run the debit order run up to 2 (two) days earlier or later where specified dates fall into weekends or public holidays.
  7. The Client hereby consents and submits to the jurisdiction of the Magistrate's Court having jurisdiction over the Clients person in respect of all proceedings connected with this Agreement, notwithstanding that the amount claimed or the value of the matter in dispute exceeds such jurisdiction. 12. Should the person signing this Agreement act on behalf of a Company or for a Close Corporation or for any other form of Juristic Person (as described in the NCA or any other Act applicable to this Agreement), or for one to be formed, he/she agrees that by affixing his/her signature to the Advertising contract, he/she shall accept full responsibility for such Juristic Person should they be unable to, or refuse to make payment in terms of this Agreement. The Party signing as well as the juristic person understand that there is no cooling off period applicable to the Juristic Person they are signing on behalf of.
  8. Notwithstanding the provisions contained in clause 7 above, EAST OF EDEN TRADING 63 (PTY) LTD shall be entitled to institute all and/or any proceedings against the Client in connection with this Agreement in any division of the High Court of South Africa and the Client hereby consents and submits to the jurisdiction of that court and agrees that any costs awarded against the Client be awarded or paid in accordance with clause 9 below.
  9. All costs and disbursements, including attorney and own Client costs incurred by EAST OF EDEN TRADING 63 (PTY) LTD in enforcing its rights in terms hereof, including but not limited to the collection commission and tracing fees, shall be borne by the Client and payable on demand.
  10. A certificate signed by any manager or director of EAST OF EDEN TRADING 63 (PTY) LTD (whose appointment need not be proved by EAST OF EDEN TRADING 63 (PTY) LTD), as to any amount due and/or owing by the Client in terms of or arising out of the Agreement shall be prima facie proof of the Clients indebtedness to EAST OF EDEN TRADING 63 (PTY) LTD in terms of this Agreement and/or such other fact for the purpose of provisional sentence or any judgment proceedings or for any other purpose.
    1. The Parties hereto choose their domicilium citandi et executandi for all purposes arising out of or in connection with this Agreement at which addresses all notices, processes, documents or communications of whatsoever nature will be delivered to the physical address or postal address or email address as recorded on the Agreement. Either party may on 7 (seven) days written notice to the other party change its domicilium address, provided that such new domicilium address is situated in the Republic of South Africa.
    2. Any notice given by either party to the other (“the addressee”) which is delivered:
      1. by hand during the normal business hours at the physical address of the addressee for the time being shall be deemed, until the contrary is proved, to have been received by the addressee on the day of delivery;
      2. by pre-paid registered post at the postal address of the addressee for the time being shall be deemed, until the contrary is proved, to have been received by the addressee on the 10th business day after the posting thereof;
      3. by email at the addressee's chosen email address for the time being, shall be deemed, until the contrary is proved, to have been received by the addressee on the date of transmission.
    3. Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the parties from the other including by way of email shall be adequate written notice or communication to such party.
  12. Should the person signing this Agreement act on behalf of a Company or for a Close Corporation or for any other form of Juristic Person (as described in the NCA or any other Act applicable to this Agreement), or for one to be formed, he/she agrees that by affixing his/her signature to the Advertising contract, he/she shall accept full responsibility for such Juristic Person should they be unable to, or refuse to make payment in terms of this Agreement. The Party signing as well as the juristic person understand that there is no cooling off period applicable to the Juristic Person they are signing on behalf of.
  13. The client, if NOT A JURISTIC PERSON, in terms of the definition and threshold as set out in the NCA, or any other thresholds set out in any other Act (and its regulations) governing relationships between Consumers and Suppliers, will have the right to cancel this Agreement if it gives notice in writing, by email within 5 (five) business days from the signing of this Agreement. It is further agreed that the Client who gives notice of cancellation in terms of this provision will be reimbursed with any payments made in terms of this Agreement without any form of penalty for such cancellation.
  14. The person signing the Advertising contract on behalf of the client ("the Surety") does hereby declare that he/she is duly authorised to do so and acknowledges that this Agreement is fully completed before signing same and thereby binds himself/herself jointly and severally with the Client as surety and co-principal debtor, in favour of EAST OF EDEN TRADING 63 (PTY) LTD for the due fulfillment of any and/or all obligations of the Client to EAST OF EDEN TRADING 63 (PTY) LTD, arising from the Advertising contract. He/she acknowledges that from their own volition they choose to sign this Contract and that they have had sufficient time to read through this Agreement. All sections about which he/she was unsure have been raised and were fully explained to his/her full satisfaction by the representative of EAST OF EDEN TRADING 63 (PTY) LTD as is evident by any changes made or not.
  15. The Surety hereby chooses as his/her domicilium citandi et executandi the physical address of the Client recorded on the Advertising contract. The Surety hereby renounces the benefits of excussion and division, cession of action, revision of accounts, no value received or recorded, errore calculi, non causa debiti and non numeratae pecuniae, the full meaning and effect of which he/she declares to understand and accept.
  16. Should the Client wish to cancel the Agreement before the end of the Contract term, he/she could do so by giving 20 (twenty) business days written notice. A cancellation fee of 75% (seventy five percent) of the balance owing on the full Contract price will be levied upon such cancellation and must be paid and cleared as such to have taken effect. The Advert/s will be stopped at the sole discretion of EAST OF EDEN TRADING 63 (PTY) LTD.
  17. In the event that any of the terms or conditions contained herein are found to be invalid or unenforceable for whatsoever reason, such terms or conditions will be severable from the remaining provisions of the Agreement, which shall remain of full force and effect.
  18. This Agreement constitutes the entire Agreement between the Parties hereto. No variation, alteration, amendment, consensual cancellation or addition to this Agreement shall be of any force or effect unless reduced to writing and signed by the Client and 2 directors of EAST OF EDEN TRADING 63 (PTY) LTD. No indulgence, extension of time, relaxation or latitude shown, granted or allowed by EAST OF EDEN TRADING 63 (PTY) LTD to the Client shall in any way constitute a novation or waiver by EAST OF EDEN TRADING 63 (PTY) LTD of any of its rights hereunder, and EAST OF EDEN TRADING 63 (PTY) LTD shall not thereby be precluded from exercising any rights against the Client which may have arisen in the past or which may arise in the future.
  19. Where any Advert involves and/or includes the sending / delivering of an SMS, it is a requirement that the full portion of the Contract applicable to that batch be paid in advance, before any loading of the advertising or message pertaining to the SMS takes place. Any payment later than due date may result in a delay until the next booking space becomes available and will not change the Clients obligations in respect of the Contract. A minimum of a 3 (three) business day period is required for the clearance of any payment before the loading of such SMS message or any advertising onto the system. As the provisions of such services may involve third party or other service providers, the exact timing of the delivery of the SMS cannot be guaranteed. Any under serving of SMS marketing will be carried over to subsequent months and not affect the specified payment terms in terms of the Agreement.
  20. The Client agrees that this Agreement shall commence on the Signature date of this Agreement and continue for the full Contract term. This Agreement can be terminated by either party giving 20 (twenty) business days written notice to this effect. Cancellation by the Client will be subject to the provisions contained in clause 16 above. The Client agrees that should it not give notice of cancellation in writing to EAST OF EDEN TRADING 63 (PTY) LTD at the end of the Contract term, this Agreement will continue indefinitely on a month to month basis subject to the Client giving 30 (thirty) days written notice of cancellation to EAST OF EDEN TRADING 63 (PTY) LTD.
  21. EAST OF EDEN TRADING 63 (PTY) LTD shall be entitled to cede, delegate, assign or otherwise dispose in any manner whatsoever all and/ or any of its rights and/or obligations under this Agreement either absolutely or as collateral security to any third party or related party. The consent of the Client shall not be required in respect of any cession, assignment, delegation and/or disposal in terms of this Agreement. The Client shall not be entitled to cede, delegate, assign or otherwise dispose in any manner whatsoever all and/ or any of its rights and/or obligations under this Agreement to any third party or related party.
  22. The Client agrees to be bound by the representation of reporting information and stats may be compiled or ascertained by EAST OF EDEN TRADING 63 (PTY) LTD using internal or any or whatever third party system as EAST OF EDEN TRADING 63 (PTY) LTD may in its sole discretion provide.
  23. Notwithstanding any other provisions contained in this Agreement, EAST OF EDEN TRADING 63 (PTY) LTD shall not be liable to the Client for any indirect and/or other consequential damages directly or indirectly, resulting from (or relating to) this Agreement in any manner whatsoever.
  24. The Client hereby warrants to and in favour of EAST OF EDEN TRADING 63 (PTY) LTD that the performance by EAST OF EDEN TRADING 63 (PTY) LTD of its obligations under this Agreement will not result in any breach of any applicable law or third party rights. The Client accepts full responsibility for and indemnifies EAST OF EDEN TRADING 63 (PTY) LTD against any loss, costs, damages and/or claims suffered and/or incurred by EAST OF EDEN TRADING 63 (PTY) LTD and/or instituted against EAST OF EDEN TRADING 63 (PTY) LTD as a result of a breach of this warranty. The Client accepts full responsibility for and indemnifies EAST OF EDEN TRADING 63 (PTY) LTD against any loss, costs, damages and/or claims suffered and/or incurred by EAST OF EDEN TRADING 63 (PTY) LTD and/or instituted against EAST OF EDEN TRADING 63 (PTY) LTD by third parties for publishing and/or possessing and/or distributing defamatory and/or illegal material and/or in respect of the infringement of copyright and/or patent and/or trade mark and/or design and/or any other intellectual property claim and/or any other claim arising out of EAST OF EDEN TRADING 63 (PTY) LTD performing in terms of this Agreement.
  25. The Client agrees that nothing that EAST OF EDEN TRADING 63 (PTY) LTD 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 EAST OF EDEN TRADING 63 (PTY) LTD for the Advertisement and/or content accessible via a link from the Advertisement and/or the conduct carried on the website accessible via a link from the Advertisement.
  26. Confidentiality: Notwithstanding the termination of this Agreement, the Parties agree to treat all information, in whatever form and howsoever recorded, that may reasonably be argued to have commercial value and that a Party receives from the other Party as a result of this Agreement (“confidential information”), as private and confidential and safe guard it accordingly. The Parties furthermore agree not to use, disclose, divulge, copy, reproduce publish, circulate, reverse engineer, decompile and/or otherwise transfer, whether directly or indirectly, any confidential information to any other person and shall take all such steps as may be reasonably required to prevent confidential information falling into the hands of unauthorised persons.
  27. Payment and approval of the Advert which includes sign off shall be made by the Client before booking the domain and EAST OF EDEN TRADING 63 (PTY) LTD reserves the right to request a change if this domain is not available and this will not impact on the payment obligations or Advert approval sign off by the Client in terms of this Agreement.
  28. A domain is registered every year and it is the Clients obligation to make payment before this domain expires in order to renew it for the next year.
  29. In the event of any of EAST OF EDEN TRADING 63 (PTY) LTD’s employees whether temporary or permanent accepting employment with the Client and/or any of its subsidiaries and/or or its holding company, having being solicited and/or enticed and/or approached by the Client and/or any of its subsidiaries and/ or holding company either directly or indirectly, whether during their employment and/or for a period of 12 (twelve) months immediately after they have left EAST OF EDEN TRADING 63 (PTY) LTD’s employment, then the Client shall be liable to pay EAST OF EDEN TRADING 63 (PTY) LTD a full 12 (twelve) month salary in respect of any such employees. The Client and/or any of its subsidiaries and/ or holding company further agree that they may not enter into any part time or overtime work or any form of service engagement with the staff/employees of EAST OF EDEN TRADING 63 (PTY) LTD. A 12 (twelve) month salary penalty is applicable for breach of this clause by the Client in favour of EAST OF EDEN TRADING 63 (PTY) LTD.
    • Abreviation Name
    • Notice period to terminate the Authority and Mandate
    • If payment falls over the weekend or RSA public holiday, payment will be next ordinary business day. (This claus must be amended Users are not allowed to collect before debit date.)
    • Acknowledge/Agree that payment instructions issued from this Mandate will be treated as payment instructions issued personally by accountholder
    • Agreement that cancelling the Mandate does not cancel the Agreement. Agreement that the account holder is not entitled to refund for when the Mandate was still active, if such amounts were owed to them.
    • Signed acknowledgement that this Authority may be assigned to a third party if this agreement is also assigned to a third party.
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