The Advertiser confirms that it has read and understands the terms and conditions of this Agreement and has no objection thereto.

DEFINITIONS:
In this agreement, unless the context indicates otherwise:

“Agreement” means the Blue Label One Booking Form duly completed by the Advertiser and to which these Terms and Conditions are attached and together constitute the agreement between the Parties as recorded herein;

“Advertiser” means the advertising Party as set out in the Booking Form;

“Advertisement” means advertising material to be displayed on any Advertisement Structure located on the Site;

“Advertisement Structure” means a structure which is used for the purpose of displaying the Advertisement;

“Artwork” means the digital image and all supporting advertising materials in such electronic format, size, design and layout as may be required by BLO for display on the Advertisement Structure which shall be created by the Advertiser at its sole cost and which shall not contain distasteful, offensive, racist or immoral contelt;

“BLO” means Blue Label One (Pty) Ltd (Company Registration Number: 2005/033903/07), a company duly incorporated in terms of the laws of the Republic of South Africa with registered address at 75 Grayston Drive, Ext 5, Morningside Gauteng;

“Booking Form” means a form completed by the Advertiser which specifies the details regarding the start date, Advertiser’s details, Site, Rental Amount, type of Advertisement and end date;

“Business Day” means any day which is not a Saturday, Sunday or official public holiday in the Republic of South Africa in accordance with the Public Holidays Act, 1994, as amended;

“Commencement Date” means the day on the Booking Form stipulated as the start date;

“Party” means means collectively BLO and Advertiser and “Party” means either one of them as the context may indicate

“Rental” means the amount payable by the Advertiser to BLO as set out in the Booking Form;

“Site” means the premises as described in the Booking Form;

“Terminate” means the end date on the Booking Form named end date or as per the Agreement set out hereunder, whatever the context dictates.

DURATION:

The Agreement shall commence on the Commencement Date identified as the start date on the Booking Form and, unless terminated earlier in accordance with the provisions of this Agreement, shall endure until terminated by either Party upon 30 days written notice, provided that same may not be terminated prior to the latest date identified as the end date on the Booking Form. Following termination, BLO shall remove the Advertisement from the Advertisement Structure and shall destroy all media unless otherwise agreed upon.

If it is the intention of the Parties to extend the Agreement then a new Booking Form will be entered into.

RENTAL:

The monthly Rental payable by the Advertiser to BLO shall be the amount recorded in the Booking Form and invoice provided by BLO. The invoice provided by BLO shall be sufficient proof of the amount due.

VAT shall be added in accordance with the Value Added Tax Act 89 of 1991, as amended from time to time.

The monthly Rental excludes production, manufacturing and installation of the Advertisement. These costs will be invoiced separately and will become payable 30 (thirty) days after date of invoice.

The monthly Rental shall be payable 30 (thirty) days from date of invoice by way of electronic funds transfer into the nominated bank account on the invoice.

Interest is levied on all late payments at the rate of 2% (two percent) above the prevailing prime overdraft rate of BLO’s bank. Presentation of any schedule of interest rates issued by BLO’s bank will be prima facia proof of the interest rate applicable.

All payments shall be made without any deduction, demand or set off.

ADVERTISEMENT:

The Advertiser shall be solely responsible for the design of all Artworks required for the Advertisement.

The Advertiser shall provide not less than 14 (fourteen) Business Days prior to the Commencement Date all details of the Artwork.

The Advertiser shall have the right, from time to time, to change the Advertisement at its own cost, provided that the Advertiser informed BLO 60 (sixty) days prior of its intention to do so and the Advertiser shall not be entitled to claim any remission of the Rental during the period that the Advertisement is inoperative.

BLO does not accept any liability for the quality or content of the Advertiser’s Artwork. It is the sole responsibility of the Advertiser to ensure the Artwork is supplied in the correct format requested.

BLO reserves the right to allocate to the Advertiser an alternative Site in the event of the Site specified in the Booking Form not being available or to move to an alternative due to the Site not being available for whatever reason provided that such Site shall be of an equivalent value of the original Site.

All Advertisement shall at all times be of good taste and shall comply with the advertisement code as set out in the Advertisement Standards Authority of South Africa as published from time to time.

BREACH

If any Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (TEN) Business days (“Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”) will be entitled, at its option:

To claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or

to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice.

CANCELLATION

The Parties agree that:

If the Advertiser cancels the Agreement prior to the Termination date of the Agreement, BLO will have the right to claim from the Advertiser the full outstanding value of the Agreement;

if the Advertiser cancels the Agreement prior to the Commencement date of the Agreement, BLO will have the right to claim from the Advertiser 50% of the value of the Agreement.

TERMINATION

This Agreement shall Terminate on the end date as per the Booking Form.

Should BLO be obliged to remove the Advertisement for any lawful reason whatsoever, this Agreement shall terminate on the date BLO stipulates and neither Party will have any claim against the other emanating from this Agreement, save for any payments pre-paid pro rata in terms hereof or that are in arrears at the termination hereof. Such payments shall immediately be made or be refunded by one to the other, as the case may be.

LIMITATION OF LIABILITY:

BLO shall not be liable to the Advertiser for any damages, loss of profits, expense, claim, action suffered or sustained by that Party, or any other Party, howsoever arising, unless such liability, loss, action, expense, claim or damage arises out of the gross negligence of BLO.

Notwithstanding anything herein contained, BLO shall under no circumstances be liable for any loss of profit or damages, whether direct or indirect, consequential or otherwise, which the Advertiser may suffer by reason of the Advertising Structure being damaged or destroyed, the face being obscured or this Agreement being cancelled.

SITE UNFEASIBLE:

In the event that the Advertisement Structure being damaged to such an extent that it becomes unfit for the purpose designed for then BLO shall have the right to either:

Reconstruct or remove the construction, in which event the Advertiser shall not be obliged to effect payment of Rental from such period; or

Cancel this Agreement, save for any outstanding payment due by the Advertiser and cease any and all rights and obligations hereof.:

MAINTANCE OF ADVERTISEMENT STRUCTURE:

BLO undertakes, provided the Advertiser is complying strictly and punctually with all the terms and conditions of this Agreement, at its own expense, for the duration if this Agreement, to maintain the Advertising Structure which includes the following:

To clean, touch up and repair the Advertising Structure where and when necessary;

where applicable, to replace and/or repair any or all electrical components, mechanical components, if applicable, or wiring in or on the Advertising Structure.

VARIATION, CANCELLATION AND SIGNATORIES:

No variation, addition to or deletion of a provision in this Agreement or any of its terms and clauses including the provision contained in this clause, shall be effective unless reduced to writing and signed by both Parties.

INDULGENCE:
No indulgence(s) granted or relaxation(s) allowed by a Party shall constitute a waiver or novation of any of that Party’s rights under this Agreement. No such indulgence(s) or relaxation(s) shall preclude either Party from exercising its rights against the other Party.

SEVERABILITY:
Should any provision of this Agreement be determined to be unenforceable or invalid by any court of law, arbitrator or competent governmental body for any reason, such provision shall be deemed to be severable from the rest of the Agreement and all other provisions shall continue to be in full force and effect.

FORCE MAJURE:
Either Party shall not be held liable in any way for failure in performance, delay, loss or damage due to war, strike, fire, explosion, power black-out, earthquake, flood, civil disturbance, government requirements, weather, acts of God, pandemics, epidemics, interruptions in transportation facilities, acts or omissions of carriers, accidents or other cause(s), beyond its reasonable control, whether or not similar to the foregoing. Upon the occurrence of such event, the Party so affected shall be excused from such performance to the extent of such prevention, restriction or interference, provided that the Party so affected shall take all reasonable steps to avoid or remove such cause(s) of non-performance and shall continue performance hereunder with dispatch whenever such cause(s) are moved.

DOMICILIUM:

BLO choose as their respective domicilium citandi et executandi (“domicilium”) and for the delivery of all notices arising out of this Agreement or its termination or cancellation, their respective addresses set out in these terms and conditions.

The Advertiser choose as their respective domicilium citandi et executandi (“domicilium”) and for the delivery of all notices arising out of this Agreement or its termination or cancellation, their respective addresses set out in the Booking Form

Either Party shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other address within the Republic of South Africa, that is not a post office box or post restante.

Any notice given and any payment made by any Party to any other (“the addressee”) which:

Is delivered by hand during normal business hours of the addressee at the addressee’s domicilium shall be deemed, until the contrary is proved by the addressee, to have been received by the addressee at the time of delivery;

Is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee’s domicilium shall be deemed, unless the contrary is proved by the addressee to have been received on the fifth day after the date of posting;

No provision of this domicilium clause shall be taken as affecting the validity of any notice which is actually received by any Party, whether at its domicilium or not, and whether delivered in terms of the express provisions of this domicilium clause or not and any notice which is actually received by any Party shall be deemed to be validly given.

CONFIDENTIALITY
The Parties undertake that during the operation of, and after the expiration, termination or cancellation of this Agreement for any reason, they will keep the content of this Agreement confidential at all times and shall not Disclose any information regarding this Agreement to any other Party without first obtaining permission to do so in writing from the other Party.

ENTIRE CONTRACT:
This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof an no terms, conditions, warranties, representations or undertakings shall be of any effect between the Parties unless expressly contained herein.

NO SET-OFF:
The Owner/Client shall not be entitled to set off any amounts actually or allegedly owing by BLO against any monies owing in terms of this Agreement.

GENERAL:

A certificate signed by the Financial Manager of BLO, whose appointment need not be proved, shall be prima facie proof of the Advertiser’s indebtedness to BLO, and shall be sufficient to enable BLO to obtain Judgment against the Advertiser in any Court having jurisdiction in terms hereof.

Should it become necessary for BLO to incur legal costs to enforce its rights in terms of this Agreement, then it shall be entitled to recover such costs, including attorney and own client costs as well as collection commission from the Advertiser.

The Advertiser hereby consents to the jurisdiction of the Magistrate’s Court notwithstanding the fact that the claim concerned may otherwise exceed the jurisdiction of such Court.

The Parties undertake to comply with any requirements imposed on them by any applicable laws relating to the protection of personal information, including the Protection of Personal Information Act 4 of 2013, as amended from time to time.

The Advertiser shall not be entitled to cede any of its rights and obligations in terms of this Agreement without first obtaining the prior written consent of BLO.