Our Terms & Conditions

 

1. Definitions and Interpretation

1.1 Definitions: In this Agreement unless the context otherwise requires:

Advertiser means the owner of the company, product or service being advertised on the billboard;

Advertising Material means the Content to be displayed on the Billboard.

Advertising Order means the advertising order agreed to by the parties in relation to a Display and/or Campaign, which may take any form, and which must include the following information:

• Client contact information and Client particulars;
• Display start date;
• Display end date;
• Location of site

1.1.5 The charges and costs;

1.1.6 Rental Value

Agency means a Client that is signing on behalf of an Advertiser;

Agreement means this agreement (including the Schedules) as it may be amended from time to time,

Authority means anybody that has statutory and/or contractual rights to exercise control over Digiwise Advertising Pty Ltd ‘s rights to display Advertising Material on the Sites and includes (but is not limited to) local councils, landlords, Advertising Standards Authority. South African Transport Authority, and regional councils.

Billboard means LED Billboard.

Business Day means a day other than a Saturday or a Sunday on which registered banks are open for business in Nelspruit/Mbombela.

Campaign means advertising per site or per of package of sites booked on a single Agreement.

Client means the person or company representing a certain company and or advertiser, product or service and entering into an agreement with Digiwise Advertising Pty Ltd;

Display means the display of the Advertising Material on the Site as part of a Campaign;

Pre-emptible Site means a site that is booked by the Clients subject to it being available when requested by the Client and not subject to another Agreement and

Site means a digital billboard that Digiwise Advertising Pty Ltd is entitled to make available for advertising.

Term means the term of the Display, which commences on the Display start date and terminates on the Display end date, in accordance with the Advertising Order agreed to between the parties.

• Construction of Certain References:

In this Agreement, unless the context otherwise re- quires. any reference to:

Costs include all legal, accounting, engineering, advisor, insurance, contractor, development and employee costs, together with any other contributions, donations, charges, prices, rates, fees, liabilities (whether contingent or realised), damages (whether liquidated, equitable or otherwise at common law) or fines;

Event includes any act, omission, transaction or other occurrence;

Includes or including are to be construed as being followed by “without limitation,”;

Person includes an individual, body corporate, an association of persons (whether corporate or not), a trust, an estate, an agency of an estate in each case, whether having or not having separate legal personality and whether incorporated or existing in South Africa or elsewhere; and rights include any rights, authorities, discretions, remedies or powers.

• Interpretation:

In this Agreement unless the context otherwise requires:

A reference to any party to this Agreement includes, as far as is consistent with the provisions of this Agreement, that party’s successors in title and assignments.

• Reference to a statute or statutory provision, or order or regulation made under it, includes that statute, provision, order or regulation, as amended, modified, re-enacted or replaced from time to time (whether before or after the date of this Agreement) and to any previous statute, statutory provision, or- der or regulation amended, modified, re-enacted or replaced by that statute, provision, order or
• An agreement, representation, warranty or indemnity on the part of or in favor of two or more persons binds or is for the benefit of them jointly and severally.
• If a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated inclusive of that day.
• If an event must occur on a stipulated day which is not a Business Day, then the stipulated day will be taken to be the next Business
• References to:

• one gender includes each other gender;
• the singular includes the plural and vice versa,
• a clause means a clause in this Agreement unless otherwise specified and
• an agreement includes that agreement (in writing) as modified, supplemented, substituted from time to time (in writing).
  • Unless otherwise stated, reference to the sign “R” or the word” Rand” in this Agreement will be construed as a reference to South African Rand.
  • Headings are to be ignored in construing this Agreement.

2. Standard Terms and Conditions of Business

 The following terms and conditions apply to all advertising services provided by Digiwise Advertising Pty Ltd and form part of this Agreement unless otherwise expressly agreed in writing by Digiwise Advertising Pty Ltd. This Agreement will not bind Digiwise Advertising Pty Ltd until execution by an authorised representative of Digiwise Advertising Pty Ltd.

3.Advertising Campaign

3.1 The specific details of the Campaign are as set out in the Advertising Order (attached as Schedule to this Agreement).

3.2 The details of any additional Campaigns will be set out in separate Agreements/Advertising Orders.

 

4. Charges, Costs and Payment

 

4.1 Unless otherwise agreed in writing,  charges for media costs will be invoiced monthly.

4.2 Where the VAT rate changes, the amount of VAT payable by the Client to Digiwise Advertising Pty Ltd may vary from that stated in this Agreement and will be determined by the provisions of the Goods and Services Tax Act

4.3 In addition, the Client will pay all costs relating to:

4.3.1 the projection and/or display of Advertising Material,

4.3.2   importing of Advertising Material, including VAT, freight and customs clearance, and delivery to the specific Digiwise Advertising Pty Ltd installers responsible for the Site;

4.3.3 any costs incurred by Digiwise Advertising Pty Ltd in receiving or forwarding Advertising Material;

4.3.4 all costs incurred by Digiwise Advertising Pty Ltd in recovering payment from the Client including (without limitation) all debt collector’s fees or commissions, solicitor’s fees and disbursements and company clerical costs; and

4.3.5 any merchant fees incurred by Digiwise Advertising Pty Ltd in relation to payments the Client makes by credit card

4.3.6 All costs associated with design, artwork and preparation of Advertising Material for a Site will be payable by the Client or charged to its account.

4.4 Payment of all invoices must be made in full on or before the last day of the same month of the invoice date.

4.5 Where the Client has indicated that any costs associated with production, installation or display of the Advertising Material should be charged directly to a third party, the Client remains responsible for the costs until such time as they are paid in full by that third party.

4.6 If payment is not made in full on or before the due date for payment, Digiwise Advertising Pty Ltd may do either of the following (without limiting any other right it may have)

4.6.1 Charge the Client default interest on the amount outstanding at the rate which is 2% above the overdraft rate charged by Digiwise  Advertising Pty Ltd.’s principal bankers (plus VAT) from the due date for payment until payment is received by Digiwise Advertising Pty Ltd  compounding monthly; or

4.6.2 terminate this Agreement and remove any Advertising Material (provided however that Digiwise Advertising Pty Ltd will not be obliged to remove any Advertising Material).

4.7 Where the Client is acting as an agent for the Advertiser, the Client and the Advertiser will be jointly and severally liable for payment of all money due under this Agreement and a reference to the Advertiser in relation to payment will include a reference to the Client. The Client warrants to Digiwise Advertising Pty Ltd that the Client has executed this Agreement on behalf of the Advertiser as agent for the Advertiser and with Advertiser’s authority.

 

5. Provision of Artwork by Client

 

• The Client will provide all materials and artwork that are required for Display in accordance with Digiwise Advertising Pty Ltd.’s policies in effect at the time, including without limitation the manner of transmission to Digiwise Advertising Pty Ltd and the lead-time prior to the commencement of the Campaign. Digiwise Advertising Pty Ltd will not be required to publish any advertisement that is not received in accordance with such policies.

 

• All changes to Advertising Materials made by the Client must be made in writing to DigiWise Advertising, and must be received prior to the lead- time deadline prior to the commencement of the
• If it is specified and or required in this Advertising Order that Digiwise Advertising Pty Ltd wilI carry out production in respect of the Advertising Material;
  • The Client must, at least 48 hours before the commencement of the Term, provide Digiwise Advertising Pty Ltd with an Approved in writing copy of the artwork for the Advertising Material at such address as Digiwise Advertising Pty Ltd may direct, which is to scale and supplied as Finished reflection or electronic art and which is, in Digiwise Advertising Pty Ltd.’s opinion, in compliance with this Agreement, suitable for display and of a nature which will be approved by any Authority whose approval is r
• The Client is required to physically proof view its own materials artwork before submission to Digiwise Advertising Pty Ltd. Digiwise Advertising Pty Ltd accepts no responsibility for any errors in print or the electronic Image quality resulting from poor photography or artwork. If physical or additional proofs are required, an additional charge will All graphics wilI be displayed as per the format provided by the Client.
• If the Client uses third parties to service the advertisement, the Client will be responsible for such third parties’ compliance with this

 

6. Client Warranties as to Ownership
   • The Client warrants that it possesses full legal right to use, and to allow Digiwise Advertising Pty Ltd to use as contemplated in this Agreement, all information or materials or artwork of whatever kind and whatever are delivered by the Client to Digiwise Advertising Pty Ltd and that no part of any advertisement used on or in connection with this Agreement wilI infringe the rights (including intellectual property rights) of any person or will fail to comply with the Advertising Standards or with any obligation imposed by law or Approval by Digiwise Advertising Pty Ltd of any artwork or the display of any Advertising Materials on a Site does not constitute a waiver of this warranty.
   • The Client will indemnify Digiwise Advertising Pty Ltd and its shareholders, directors, employees, and agents for all liabilities, losses, damages, costs, expenses and charges which Digiwise Advertising Pty Ltd may suffer or incur (including any costs incurred on a solicitor/own client basis) as a result of any breach of this warranty or as a result of Digiwise Advertising Pty Ltd being deemed to be a manufacturer of the Advertising Material for the purposes of the Consumer Guarantees Act or otherwise liable to any third Party in reaction to the Advertising Material on a Site.
   • The Client’s obligations Pursuant to these warranties survive the termination of this

 

7. Delivery, display & Maintenance
   • If it is specified in this Agreement that the Advertising Material is changing under another existing Agreement (Copy Change date), the Client must deliver to Digiwise Advertising Pty Ltd, the Advertising Material in a form ready to display no later than 48 hours prior to the commencement of the changed advertising Term
   • Digiwise Advertising Pty Ltd will arrange the display of the Advertising Material on an agreed Site and will retain the right to use its own contractors for any such display.
   • Digiwise Advertising Pty Ltd will make every reasonable effort to have the Advertising Material displayed at the Sites within three Business Days after the Start date or Copy Change date. Digiwise Advertising Pty Ltd will not be responsible for any delay in the commencement of the Display caused by any act or thing beyond its reasonable control, including where bad weather renders the commencement of Display unsafe or impracticable. Where a delay in the commencement of the Display is caused solely by Digiwise Advertising Pty Ltd, the Client will be allocated either a Pro rata abatement of the charges or to a pro rata extension to the display of the Advertising Material on that Site, or a combination of both subject to Digiwise Advertising Pty Ltd Medi’ s discre
   • At the termination of a Campaign, Digiwise Advertising Pty Ltd reserves the right to dispose of the Advertising Material unless the Client has notified Digiwise Advertising Pty Ltd that it requires the Advertising Material to be retained and either forwarded to a specified address or co selected by the Client within one month of the termination of the Campaign
8. Inability to Display
   • In the event that:
     • any Site or Proposed Site becomes permanently or temporarily unavailable to Digiwise Advertising Pty Ltd during the Campaign; or
     • any Site or proposed Site become excessively burdensome to secure or
     • any Display is or becomes completely or substantially obstructed, or partially destroyed or defaced, or
   • Digiwise Advertising Pty Ltd for any reason changes or terminates Display at a specific Site or ceases to use any specific Site Digiwise Advertising Pty Ltd wilI have the right to display the Client’s Advertising Material at an acceptable replacement location and all terms of this Agreement will remain in
   • If the parties cannot agree on another acceptable location owned or controlled by Digiwise Advertising Pty Ltd, then, within ten (10) Business Days after notice by one party to the other of the occurrence of such an event (Notice Period), this Agreement will terminate, with such termination to be effective thirty (30) Business Days after the expiry of the Notice Period, and Digiwise Advertising Pty Ltd will refund the Client on a pro-rata basis for any pre-paid (then outstanding) Display time as of the effective date of termi
   • Digiwise Advertising Pty Ltd will not be responsible for any interruption to the electrical power supply to any Site and the Client will not be entitled to any abatement of Monthly Rates during the period of such interruption.

 

9. Advertising Standards
   • The Client must provide a copy of the materials and artwork comprising the Advertising Materials to Digiwise Advertising Pty Ltd for approval no later than 48 hours prior to the commencement of the Campaign
   • If Digiwise Advertising Pty Ltd considers any Advertising Material as illegal or of poor standard or in breach of the standards issued by the Advertising Standards Authority (ASA) (as may be modified from time to time) Digiwise Advertising Pty Ltd may elect not to display that Advertising Material, in which case the following will
     • Digiwise Advertising Pty Ltd may refer the matter to the ASA for If the ASA determines that the advertising is in breach of the Advertising Standards, the Client will be liable to Digiwise Advertising Pty Ltd for: the full amount of the charges under this Agreement (even if the Advertising Material has not been displayed); (b) all costs of removing any Advertising Material that has been posted; and all costs incurred by Digiwise Advertising Pty Ltd in referring the matter to the ASA.
     • At the termination of a Campaign, Digiwise Advertising Pty Ltd reserves the right to dispose of the Advertising Material unless the Client has notified Digiwise Advertising Pty Ltd, in writing, that it requires the Advertising Material to be retained and either forwarded to a specified address or collected by the Client within one month of the termination of the Campaign.