Terms and Conditions.
This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
ACCESSING THE WEBSITE AND ACCOUNT SECURITY
We reserve the right to withdraw or amend this Website and any service or material we provide on the Website in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
NO UNLAWFUL OR PROHIBITED USE AND INTELLECTUAL PROPERTY
As a condition of your use of the Website, you warrant to the Company that you will not use the Website or any of the resources available for download from the Website for any purpose that is unlawful or prohibited by these Terms. You may not use the Website or any of the resources available for download from the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website or any of the resources available for download from the Website.
The Company content is not for resale. Your use of the Website or any of the resources available for download from the Website does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your individual use, and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized by these Terms.
The Company name, the Company logo, the Company slogan, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY
As set forth more fully in the Disclaimer, the information contained on this Website and the resources available for download through this Website are for educational and informational purposes only. The information contained on this Website and the resources available for download through this Website is not intended as, and shall not be understood or construed as legal, financial, tax, medical, health, or any other professional advice.
ACCURACY AND PERSONAL RESPONSIBILITY
As set forth more fully in the Disclaimer, we have done our best to ensure that the information provided on this Website and the resources available for download are accurate and provide valuable information, but we cannot guarantee the accuracy of the information. Neither the Company nor any of its owners or employees shall be held liable or responsible for any errors or omissions on this Website or for any damage you may suffer as a result of failing to seek competent advice from a professional who is familiar with your situation.
By using this Website, you accept personal responsibility for the results of your actions. You agree to take full responsibility for any harm or damage you suffer as a result of the use, or non-use, of the information available on this Website or the resources available for download from this Website. You agree to use judgment and conduct due diligence before taking any actions or implementing any plans or policy suggested or recommended on this Website.
NO GUARANTEES AS TO RESULTS
As set forth more fully in the Disclaimer, you agree that the Company has not made any guarantees about the results of taking any action, whether recommended on this Website or not. The Company provides educational and informational resources that are intended to help users of this Website succeed. You nevertheless recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Company.
You also recognize that prior results do not guarantee a similar outcome. Thus, the results obtained by others – whether clients of the Company or otherwise – applying the principles set out in this Website are no guarantee that you or any other person or entity will be able to obtain similar results.
EMAIL AND OTHER ELECTRONIC COMMUNICATIONS
Visiting the Website or sending emails to the Company constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communications be in writing.
USE OF COMMUNICATION SERVICES
The Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, blog comment sections and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
The Company has no obligation to monitor the Communication Services. However, the Company reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. The Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
The Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Company’s sole discretion.
Always use caution when giving out any personally identifying information about yourself in any Communication Service. The Company does not control or endorse the content, messages or information found in any Communication Service and, therefore, the Company specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized the Company spokespersons, and their views do not necessarily reflect those of the Company.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
MATERIALS PROVIDED TO THE WEBSITE
The Company does not claim ownership of the materials you provide to the Website (including feedback and suggestions) or post, upload, input or submit to any Website or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing, or submitting your Submission you are granting the Company, our affiliated companies, and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in the Company’s sole discretion.
By posting, uploading, inputting, providing, or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
LINKS TO THIRD PARTY WEBSITES AND SERVICES
The Website may contain links to other Websites (“Linked Websites”). The Linked Websites are not under the control of the Company and the Company is not responsible for the contents of any Linked Website, including without limitation any link contained in a Linked Website, or any changes or updates to a Linked Website. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the Website or any association with its operators.
Certain services made available via the Website are delivered by third-party Websites and organizations. By using any product, service, or functionality originating from the Website, you hereby acknowledge and consent that the Company may share such information and data with any third party with whom the Company has a contractual relationship to provide the requested product, service or functionality on behalf of the Website’s users and customers.
USE OF TEMPLATES AND FORMS
The Company provides various templates and/or forms for download and/or sale on this Website. The Company grants you a limited, personal, non-exclusive, non-transferable license to use our templates and/or forms for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the templates and/or forms in any manner, except for modifications in filling out the templates and/or forms for your authorized use.
By ordering or downloading Forms, you agree that the Forms you purchase or download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of the Company.
USE OF PAID COURSES, PROGRAMS, AND ASSOCIATED MATERIAL
The Company from time-to-time provides various courses, programs, and associated material for sale on this Website. The Company grants you a limited, personal, non-exclusive, non-transferable license to use our courses, programs, and associated material (collectively the “Courses”) for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Courses in any manner.
By ordering or participating in Courses, you agree that the Courses you purchase or download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of the Company.
By ordering or participating in Courses, you further agree that you shall not create any derivative work based upon the Courses and you shall not offer any competing products or services based upon any information contained in the Courses.
USE OF FR33 DOWNLOADABLE CONTENT
The Company provides various resources on this Website, which users may access by providing an e-mail address. The Company grants you a limited, personal, non-exclusive, non-transferable license to use our resources provided in exchange for an email address (the “Fr33 Content”) for your own personal or internal business use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Fr33 Content in any manner.
By downloading the Fr33 Content, you agree that the Fr33 Content you download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of the Company.
By downloading the Fr33 Content, you further agree that you shall not create any derivative work based upon the Freemium Content and you shall not offer any competing products or services based upon any information contained in the Fr33 Content.
The Company may, from time to time, provide information from a third party in the form of a podcast guest interview, interview on other platform, guest blog post, or other medium. The Company does not control the information provided by such third-party guests, is not responsible for investigating the truth of any information provided, and cannot guarantee the veracity of any statements made by such guests.
Individuals who agree to appear as guests on any podcast offered by the Company agree to transfer all intellectual property rights they may have in any such interviews to the Company and further provide a license to any rights they are unable to assign.
MONEY BACK GUARANTEE
We want you to be satisfied with your purchase but we also want you to give your best effort to apply all of the strategies in the course. We offer a 60-day refund period for purchases. However, in order to qualify for a refund you must submit proof that you did the work in the course and that the course still did not work for you. Please note, if you select the multiple payment option we are not able to stop payments without a refund request being submitted.
With respect to any purchase, you must request your money back within 60 days of the purchase. You may request your money back by emailing email@example.com. That email must contain information about the product you purchased, the date of the purchase, and the email and name associated with any such purchase. You must also demonstrate that you have attempted to implement the program without success. To meet this requirement, you must submit the work outlined below (based on the program you are requesting a refund for):
- A link to your core lead magnet (PDF, MP3 or MP4)
- A link to your website where you’ve created a homepage opt-in opportunity for your core lead magnet.
- Your homepage opt-in must be connected properly to your email service provider so that we can opt-in and access your core lead magnet as your subscribers will be doing.
- A link to review your “What This Says About You” confirmation email
- A link to your Confirmation/Thank You Page that you will use to redirect your new subscribers to after they sign up for your core lead magnet.
- A link to review your short-term nurture sequence (or promotional email sequence if you are ready to promote).
- Courses That Convert
The work that you need to submit with your request for a refund includes ALL of the following items:
- Requirement 1: Complete and attach the takeaways from the “Course Calls Questions” Worksheet
- Requirement 2: Complete and attach your “Course Outline Masterpiece” (It must be at least three pages in length and fully fleshed out with ideas, insights, examples and stories.)
- Requirement 3: Complete and attach your “Course Offer” (In a Google document, include details of all 5 areas of your offer, including: Promise, Content, Bonuses, Support and Guarantee.)
- Requirement 4: Attach the MP4 files of three recorded course lessons for your course. Each Watch video must be at least seven minutes in length.
- Requirement 5: Attach a link to your Members site and screen grabs to your content that is loaded into the Members area.
- Requirement 6: Tell us why this course was not a good fit for you and your business needs. What did you expect that you did not get once inside the program?
Webinars That Convert.
The work that you need to submit with your request for a refund includes ALL of the following items:
- Your Webinar slide deck, including no less than 50 slides.
- Three onboarding emails after registration encouraging audience to get on the webinar (or evergreen webinar) live.
- Screenshots of two social media posts advertising your webinar
- Facebook Analytics showing you have run your ads for 7 days or more. To request a refund you must have spent at least $35 on ads ($5/day for 7 days).
- A live link to your webinar registration page
- A functioning link to the recording of your webinar
- A live link to the sales page or order form where people can buy your product or service
- A screenshot of sales results from the last 10 days
Upon determining that you are entitled to a refund pursuant to this policy, the Company will promptly issue an instruction to its payment processor to issue the refund. The Company does not control its payment processor and will not be able to expedite any refunds.
THE COMPANY MAKES NO WARRANTIES REGARDING THE PERFORMANCE OR OPERATION OF THIS WEBSITE. THE COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE INFORMATION, CONTENTS, MATERIALS, DOCUMENTS, PROGRAMS, PRODUCTS, BOOKS, OR SERVICES INCLUDED ON OR THROUGH THIS WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
YOU AGREE TO ABSOLVE THE COMPANY OF ANY AND ALL LIABILITY OR LOSS THAT YOU OR ANY PERSON OR ENTITY ASSOCIATED WITH YOU MAY SUFFER OR INCUR AS A RESULT OF USE OF THE INFORMATION CONTAINED ON THIS WEBSITE AND/OR THE RESOURCES YOU MAY DOWNLOAD FROM THIS WEBSITE. YOU AGREE THAT THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY TYPE OF DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EQUITABLE, OR CONSEQUENTIAL LOSS OR DAMAGES FOR USE OF THIS WEBSITE.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME.
THE COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to this Website, the Company, any and all contracts you enter into with the Company, and any and all of the Company’s products and services.
To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur in Johannesburg South Africa. You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against the Company. To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.
The Service is controlled, operated and administered by the Company from our offices within the South Africa. If you access the Service from a location outside the South Africa, you are responsible for compliance with all local laws. You agree that you will not use the Company Content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Website or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.
TERMINATION AND ACCESS RESTRICTION
NO JOINT VENTURE OR OTHER RELATIONSHIP
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this agreement or use of the Website. The Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Company with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
CHANGES TO TERMS
The Company reserves the right, in its sole discretion, to change the Terms under which the Website is offered. The most current version of the Terms will supersede all previous versions. The Company encourages you to periodically review the Terms to stay informed of our updates.
TERMS & CONDITIONS
The Parties have agreed to engage in the execution of the approved products and services as contained and set out, alternatively and/or in addition to those set out in any Quotation/ Invoice in relation hereto, read together with the Schedule to which these terms are attached.
1 DEFINITIONS AND INTERPRETATION
In this Agreement:
1.1. Unless the context clearly indicates a contrary intention, the following words and phrases shall be ascribed the meanings which appear as stated next to them:
1.1.1. “the/this Agreement” means the Agreement set out in this document, together with all annexures thereto and any other documents incorporated by reference, recording any agreements between the parties from time to time in terms of this Agreement, including but not limited to the Non-Disclosure Agreement (“NDA”), Quotation, or any other document attached hereto and the like;
1.1.2. “BORN” means BORN INTELLIGENCE (Pty) Ltd, companies with Registration Number 2011/023841/07, having its registered address at 720 DUNEDIN STEEG, SUIDERBERG, PRETORIA, 0055.
1.1.3. “Commencement Date” means the date that this Agreement is signed, alternatively the date the Quotation(s) is accepted, whichever is first.
1.1.4. “Confidential Information” means information (including but not limited to) knowledge, documents, material and trade secrets, methodologies and the like which are known to or owned by one Party and are not in the public domain, as specifically as set out in the terms of the NDA;
1.1.5. “Date of Signature” or “Signature Date” means the date upon which this Agreement is signed by the Party doing so last in time;
1.1.6. “Intellectual Property Rights” means all intellectual property rights including patents, trademarks, service marks, designs, design rights, methodologies, business processes, ideas, copyright (including that in the designs and computer software), source codes, inventions, trade secrets, whether being registered or not and rights to apply for protection of any of the same. Refer more specifically to the terms of the NDA;
1.1.7. “Parties” mean BORN and the Client;
1.1.8. “Party” means any one of the Parties as the context may indicate;
1.1.9. “Products” mean all products and services as set out in the Schedule and/or Quotation;
1.1.10. Clauses shall be referred to by their number;
1.1.11. Words importing any one gender shall include the other genders;
1.1.12. The singular shall include the plural and vice versa;
1.1.13 Reference to natural persons shall include created entities (incorporated or unincorporated) and vice versa;
1.1.14 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement, notwithstanding that it is only in the definition clause;
1.1.15 Where any number of calendar days is prescribed in this Agreement, that number of days shall be reckoned exclusively of the first and inclusively of the last day;
1.1.16 Expressions or words defined in this Agreement shall bear the same meaning in the Schedules or annexures to this Agreement, which are integral parts of this Agreement;
1.1.17 Headings in this Agreement have been inserted for convenience only and shall not be used for, nor assist or affect its interpretation;
1.1.18 The word “written” shall not exclude any written document that is in the form, either wholly or partly, of a data message as defined in the Electronic Communications and Transactions Act, 25 of 2002, insofar same is communicated by the relevant authorised person of the relevant author and duly received by the relevant duly authorised recipient;
1.1.19 “Signed” shall mean a signature executed by hand with a pen and without any electronic process or intervention; unless otherwise agreed and BORN reserves the right to accept electronic signatures by the client; The agreement shall be deemed signed if signed by the client albeit not countersigned by BORN should it so elect;
1.1.20 Words and expressions defined in any sub-clause shall, for the purposes of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause;
1.1.21 The rule of construction that an agreement is interpreted against the Party responsible for drafting it shall not apply;
1.1.22 The expiration or termination of this Agreement shall not affect the provisions of this Agreement as expressly provided for, in that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;
1.1.23 Any reference in this Agreement to a Party shall, if such Party is liquidated or sequestrated, be applicable also to and binding upon that Party’s liquidator or trustee, as the case may be.
2.1. BORN is hereby appointed by the Client as Agent to acquire, design, develop and/or implement approved products, and the Agent hereby accepts such appointment and undertakes to procure its best endeavors to maximize the development and implementation of such products. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or a relationship of agency as between the Agent and the Client outside of the purpose of the agency as is described in this agreement unless explicitly requested in writing.
BORN shall, unless otherwise agreed, be the exclusive supplier to the Client and the Client shall not directly or indirectly procure same products from any Third Party, nor be interested or associated with any Party that does so for the duration of this agreement.
4.1. The Agreement between the Parties shall commence on the Commencement Date and shall endure for the period referred to in the Schedule hereto, and on a month-to-month basis thereafter, until terminated in terms hereof. Any Party wishing to terminate/extend this agreement may do so by affording the other Party 1 (One) months’ notice in writing of such extension and or termination.
4.2. Failing signature by either Party, the client’s receipt of this agreement and any Quotation relating hereto and continuance of the discussions with the agent will be deemed acceptance of the terms contained herein.
5 PRODUCTS / SERVICES
The Agent will supply the Client with the products/services set out in the Schedule, or Quotation in relation hereto which may include:
Once off/continuous supply of products/services comprised wholly or partially of:
5.1 Brand Development (brand visualization or conceptualization);
5.2 Execution and/or Implementation of strategy and creative requirements;
5.3 Design and/or Implementation thereof on electronic media platforms;
5.4 Website Design;
5.5 Website Development
5.6 Search Engine Optimisation;
5.7 Social media Ad Campaigns, Content Calendars, Strategy and Management (Facebook and Instagram);
5.8 Google Ads;
5.9 Brand activations;
5.10 Design and Development of Software and Hardware with detailed KPI’s;
5.11 Lead Generation
- 6. COST OF PRODUCT
6.1 Payment for products/services set out in the Quotation shall be made to the Agent upon delivery of invoice unless otherwise agreed expressly and unless indicated otherwise in the Quotation.
6.2 Unless expressly stated to the contrary, all amounts stated are exclusive of any VAT, which shall be payable by the Client.
6.3 The cost and frequency of payment is set out in the Quotation, namely “once –off”, “Monthly”, or “Annually” and is quoted in South African Rand, unless otherwise agreed / stated.
6.4 Late payments will be subject to interest at a rate of prime+2% (two percent).
6.5 Deposit required is as set out in the Quotation and the Agent reserves the right to withhold commencement of development of the product and/or delivery of services until payment of the required deposit. Delayed payment of the deposit will be factored into the respective lead times and may be cause for delay.
6.6 Any instruction to amend the original scope (of services/products) as set out in the Quotation needs to be in writing and the Client accepts that it may affect the original quoted cost. All further and or additional services or products so required will be subject to these terms.
- CONFIDENTIALITY AND INTELLECTUAL PROPERTY
Each Party hereby undertakes to the other Party, for the continuance of this Agreement and for a period of 12 (twelve) months from the termination thereof:
7.1 To keep confidential all Confidential Information and Intellectual Property whether written (including information contained in electronic format) or oral concerning the business and affairs of the other Party that it obtains or receives from the other Party (“the Information”) in accordance to signed NDA.
- NO LIABILITY
Neither Party shall be bound by or have any claim or right of action arising from any express or implied term, undertaking, representation, warranty, promise or the like not included or recorded in this document whether it induced the contract and/or whether it was negligent or not.
- LIMITATION OF RIGHTS
9.1 Nothing contained in this Agreement shall be construed as granting or conferring any rights, by license or otherwise, in or with regard to any Confidential Information or the use thereof, except as contemplated in this Agreement.
9.2 This Agreement is not intended nor should it be construed as, creating or conveying any right in or to any person or entity not a Party to this Agreement.
- TERMINATION & BREACH
10.1 In the event of the termination of this Agreement and except for the confidentiality obligations stipulated herein, neither Party shall have any further obligation or responsibility towards or in respect of the other Party regarding the terms of this Agreement.
10.2 In the event of the premature termination of this Agreement by the Client, a reasonable penalty fee of 50% (Fifty percent) of the remaining amounts due for the period and prices referred to in the Quotation read together with the schedule of this agreement, which shall immediately become due and payable.
10.3 In all or any of the undermentioned events, the innocent Party shall be entitled to any other claims which it may have, to prematurely terminate this Agreement and institute and/or take any such action (including Specific performance or an interdict) as may be necessary to fulfil the mandate referred or to protect its interests should the:-
10.3.1 Defaulting Party commit any breach of any term and/or condition of this Agreement and fail to remedy such breach within a period of 7 (seven) days after receipt of written notice requiring to do so.
10.3.2 Defaulting Party repeatedly breach any of the terms and/or conditions hereof in such manner as to justify the innocent Party in holding that the defaulting Party’s conduct is inconsistent with the intention or ability of that Party to carry out the provisions of this Agreement.
Any dispute, difference or question which may arise at any time during or after this any dispute arising from or in connection with this Agreement may be submitted to and decided by Arbitration before a single Arbitrator to be agreed upon.
11.1 In the absence of Agreement as to the appointment of an Arbitrator, the Arbitrator shall be appointed by the Chairperson of the Pretoria Society of advocates or his/her equivalent official.
11.2 The dispute shall be adjudicated in accordance with the provisions of the Arbitration Laws in force at the time being provided that:-
11.2.1 The Arbitration shall be held in Pretoria;
11.2.2 The Arbitrator shall be suited to the dispute;
11.2.3 This shall not preclude either Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the Arbitrator.
The Parties hereby choose as their respective Domicilia Citandi et Executandi as that stipulated in the Schedule to this agreement for service of any Notice, Process or any other legal document.
13.1 Any notice to either Party shall be addressed to it at its Domicilium in clause 12 above and either, delivered by hand to a responsible person, or sent by prepaid registered post, or email. If not hand delivered, a hand delivered notice must also follow the notice.
13.2 Any notice to a Party, shall be deemed to have been received, unless the contrary is proved, if:-
13.2.1 Sent by prepaid registered post, on the 7th day after posting.
13.2.1 Delivered by hand, on the date of delivery, if such date is a business day and delivery is during business hours or otherwise on the next business day.
13.2.3 Sent by email, on the receipt of the electronic delivery notification, if such date is a business day and delivery is during normal business hours or otherwise on the next business day.
13.3 For the purpose hereof, business day means any day other than a Saturday, Sunday or Public Holiday.
13.4 A Party shall be entitled by notice in writing to the other, to change its Domicilium to another physical address in the Republic of South Africa.
13.5 Notwithstanding that notice may not have been served on a Party at its elected Domicilium, any notice actually received will be deemed correct service in terms hereof.
13.6 An E-mail sent to the E-mail address specified above will be deemed to have been received from the moment the E-mail data has entered the information system of the addressee, or the date and time the delivery notice states, whichever is earlier
Unless expressly set forth otherwise in this Agreement, all amendments or modifications herein must be recorded in writing and signed by the duly authorised representatives of each Party.
14.2 Cession & Assignment:
Neither Party shall cede or assign its rights, duties or obligations in and to this Agreement either in whole or in part, without the prior written consent of the other Party first being had or obtained.
14.3 Governing Law & Jurisdiction:
14.3.1 The laws of the Republic of South Africa shall govern this Agreement.
14.3.2 The Agent shall be entitled, but not obliged to institute any proceedings in terms of this agreement in the Magistrate’s Court notwithstanding that such proceedings would otherwise fall beyond the limits of the jurisdiction of that Court. This clause shall be deemed to constitute the required written consent pursuant to the provisions of the Magistrate’s Court Act (as may be amended from time to time) but nothing herein contained shall preclude the Agent from instituting any action in any other Court of competent jurisdiction. Should the Agent elect to institute legal proceedings in the High Court, the Client consents to the jurisdiction of the High Court of South Africa, Gauteng Division, held at Pretoria.
Provided that the invalid provisions are not material to the overall purpose and operation of this if any provision of this Agreement is held to be illegal, invalid or unenforceable during the term hereof such provision shall be deleted & the remaining terms and provisions shall remain in full force and effect.
14.6 Legal Costs:
14.6.1 Each Party shall be responsible for its own costs pursuant to the drafting negotiation, and preparation of this agreement.
14.6.2 If the Client defaults on payment, default administration charges will be charged for the delivery of each default letter.
14.6.3 The Client is liable for all legal costs the Agent may incur in exercising any of its rights in terms of the Terms and Conditions, including all legal costs charged on Attorney and Client scale, Counsel fees, tracing fees and other collection charges.
14.6.4 In the event of either Party instructing its Attorneys to take measures for the enforcement of any of its rights under this Agreement, the defaulting Party shall pay on demand, all costs occasioned by its default on an Attorney & Client basis as shall be lawfully charged by the Attorney of the successful Party.
14.7 Force Majeure:
In the event that either Party shall be delayed, hindered or prevented from doing or performing any act or thing required herein by reason of strikes, lockouts, casualties, act of God, causus fortuitis, labour difficulties, inability to procure materials, failure of power, governmental regulations, riots, insurrection, war or other causes beyond the control of such defaulting Party, the defaulting Party shall not be responsible for any non-performance occasioned by such an event provided that the defaulting Party has, after becoming aware of such circumstances constituting that vis major, taken due care and all reasonable steps to avoid the occurrence of the non-performance.
14.8 Entire Agreement:
14.8.1 This Agreement contains all the terms and conditions agreed the parties and supersedes any, prior or contemporaneous written proposals, statements, discussions, negotiations or contracts.
14.8.2 The parties acknowledge that they have not been induced to enter into this Agreement by any written representations or statements not expressly contained herein.
14.9 Representation and Warranty:
Each Party warrants that it is duly authorised to enter into this agreement and to give effect to the fulfilment of its obligations in terms hereof.
14.10 Reservation of ownership:
Born reserves ownership on all and any products and or services rendered, pending payment in full. Delivery alone shall not constitute passing of ownership. BORN shall have the right to approach the High Court of South Africa without notice for an interdict suspending the use of any products or services delivered to the Client by it, that remains unpaid.
14.11 Waiver and Variation:
No variation of this agreement shall be of any force or effect unless reduced to writing and signed by the Parties.
No relaxation or indulgence which the Agent may allow the Client in respect of any of its obligations to the Agent in terms hereof shall –
14.11.1 Constitute a waiver or novation of any of its rights against the Client; or
14.11.2 Prejudice any of its rights against the Client; or
14.11.3 Be interpreted as a basis for estoppel or as an implied alteration of any of the obligations of the Client to the Agent.
In the event of the provisional or final liquidation or sequestration or placing under judicial management of the Client or a compromise between the Client and all or any class of its creditors –
14.14.1 The Client shall at the request of the Agent-
- a) Cede any claims which the Client may have against its DEBTORS to the Agent; and
- b) Sign and deliver to the Agent all documents which, in the opinion of the Agent, may be necessary to prove the claims referred to in above;
14.14.2 Any dividend received by the Client from a Debtor shall be applied firstly to pay that part of the Debtor’s indebtedness to the Agent which is not covered by this agreement;
14.15. Certificate of Indebtedness:
The parties agree that in the event of any dispute the Agent may issue a Certificate of Balance, signed by a Director of the Agent, serving as prima facie proof of the Client’s indebtedness to the Agent.
14.16 Implications of Default:
Should the Client default on its obligations under this agreement, the full outstanding amount becomes immediately due and payable, together with interest and all other amounts owing to the Agent. Any amount in default in arrears will bear interest at a rate of 10.25% or the statutory mora interest rate, whichever is higher, calculated and capitalized monthly.
Born intelligence cc welcomes your questions or comments regarding the T&C:
Born intelligence cc
Email Address: firstname.lastname@example.org
Effective as of January 01, 2021