All services supplied by Demographica (Pty) Limited, registration number 2007/010737/07 (“Demographica”) shall be made and supplied on the following terms and conditions read with Demographica’s privacy policy, situated at www.demographica.co.za (Privacy Policy). These terms and Privacy Policy shall take precedence over any other terms and conditions, which may be contained in the Client’s acceptance of order, or other client documentation, and may only be altered with the express written agreement of Demographica. Any conflicting statements in any acceptance of order or other documentation issued by the Client shall be null and void, unless Demographica has expressly agreed to, such special terms in writing.

1. “Client” means the Party engaging with Demographica on any matter including for the purposes of receiving services from Demographica;
2. “Demographica’s Associates” means Demographica’s officers, servants, agents or contractors or other persons in respect of whose actions Demographica may be held to be vicariously liable;
3. “Parties” means Demographica and the Client;
4. “Scope of Work/ Cost Estimate” means any cost estimate, quotation, document, proposal or correspondence from Demographica to the Client describing the Services proposed or actually rendered by Demographica to the Client;
5. “Services” means full service specialist advertising services, including but not limited to B2B advertising, Niche market advertising, anthropology, strategy, design, advertising and brand partnerships.

1. These terms and conditions commence at the point of contact between Demographica and the Client shall govern all interaction between the Parties and shall continue until terminated by either Party in accordance with these terms.
2. Clauses 6, 7 and 8 as well as such other clauses which are intended to survive termination as set out below, shall survive termination of these terms for any reason.

1. Demographica offers full service specialist advertising services for B2B and Niche Markets.
2. The Parties expressly record that each instance of the Services constitutes a separate and distinct service, and nothing set out under these terms shall be construed as obliging Demographica to render all such Services as a single, indivisible service.
3. Certain portions of the Services may incorporate the use of third party websites and/or services such as Facebook and Twitter. In this regard the Client acknowledges that Demographica does not render legal and contract advisory services and that the Client shall remain solely responsible for familiarising itself with and complying, as well as ensuring compliance, with the terms and conditions governing the use of those third party websites and/or services.
4. As at the commencement of these terms, certain software forming the platform or a component of the Services may be owned by and/or provided to Demographica by third party service providers (the “Service Provider/s”).
5. Demographica shall be entitled at any time and from time to time to change the identity of any such Service Providers.
6. The Client acknowledges that the Service Providers’ terms and conditions of service shall govern the use of such platform or component as between Demographica and such Service Provider. The Parties further record and agree that Demographica shall, at anytime during the term, be entitled to appoint and/or terminate the services of such Service Providers.

1. The Client shall, as consideration for the Services rendered or to be rendered by Demographica under these terms, effect payment to Demographica of the fees set out in the relevant invoice.
2. The Client shall pay the fees to Demographica, in the amounts stated in Demographica’s interim and final invoices issued to the Client from time to time, within 30 days of the relevant invoice’s date.
3. Unless otherwise agreed in writing, the fees shall escalate at a rate of 10% per annum on the 1st of March of every year.
4. In the event of the Client failing to timeously effect payment of any amount due to Demographica under these terms, Demographica shall be entitled to suspend the provision of the Services for any period in which any payment remains outstanding and further shall be entitled to charge interest thereon at a rate of 2% per month.
5. The Client agrees that it shall pay all Demographica’s expenses in recovering any amounts the Client owes Demographica, including legal costs on the attorney and client scale, collection charges and tracing fees, and VAT thereon.

1. The Client shall not solicit, offer work to, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of Demographica’s personnel, during the provision of the Services or during the 12 (twelve) months thereafter.
2. The Client shall not, for the duration of its relationship with Demographica and for a period of 12 (twelve) months thereafter, furnish any information or advice to anyone which results in any staff member or any representative, agent or other client of Demographica to terminate his/her employment with Demographica and/or any other contractual relationship and/or becoming employed by, or directly or indirectly interested in any manner in, any concern which carries on business, directly or indirectly, in competition with any part, aspect or facet of the business conducted by Demographica.
3. In the event of a breach of clauses 6.1 and/or 6.2 above then the Client shall pay Demographica liquidated damages in the sum of 100% of the said personnel’s annual cost to company and/or 100% of the annual contract sum of any such client so lost.
4. Should any provisions of this clause or part thereof be found by any competent court to be defective or unenforceable for any reason whatever, the remaining provisions of this clause shall continue to be of full force and effect.

1. To the fullest extent permissible by law, Demographica disclaims all warranties of any kind, whether express or implied in respect of the Services and the Client utilises the Services at its own risk.
2. The Client agrees that Demographica is unable to, and is not required to guarantee a particular result or set of results.
3. The Client agrees that neither Demographica nor Demographica’s Associates shall be liable in respect of any loss, damage or damages however arising and whatever the cause, in particular pursuant to and in furtherance of these terms.
4. In the event that Demographica is found to be liable to the Client for a particular act or omission then Demographica’s liability to the Client pursuant to the provisions of these terms shall furthermore be limited to the total amount of the fees charged and paid by the Client in the year in which the liability arose.

1. The Client hereby indemnifies Demographica and Demographica’s Associates from any loss, damage, damages, liability, claim, expenses, costs orders or demand which may arise as a result of the Client’s unlawful conduct, willful misconduct and/or gross negligence.
2. The Client indemnifies and shall keep Demographica indemnified against any claim for infringement of intellectual property rights in connection with any information supplied by the Client to Demographica and against any and all costs, expenses and damages which Demographica may incur or become liable for as a result of such infringement.
3. Demographica shall give the Client prompt notice in writing of any claim being made or action threatened or brought against Demographica and will permit the Client, at the Client’s own expense, to conduct any litigation that may ensue and all negotiations for a settlement of the claim.
4. The Client accepts and understands that it is required to approve all works prior to publication or printing. The Client indemnifies Demographica against any and all costs, expenses and damages of any works that it has approved which subsequently may not be correct or not to the Client’s standards.

1. Subject to clause 9.2, both Parties shall at all times treat all information in connection with and/or relating to the other Party... as strictly confidential.
2. Each Party may disclose Confidential Information to its officers, employees and sub contractors but only to the extent required for the purposes of the rendering of the Services...
3. Notwithstanding the stipulations of clause 9.1, Confidential Information shall not include, and the provisions of clause 9.1 shall not apply to a Party in connection with, any information which:
4. Is or becomes generally available to the public other than as a result of disclosure by such Party in violation of this clause 9;
5. Is or was independently developed by such Party or on its behalf by persons having no access to such information;
6. Was in such Party’s possession before such information was disclosed to it in terms of and/or pursuant to this Agreement;
7. Is required to be given, made or published by law or under the rules and regulations of any relevant Stock Exchange or any applicable regulatory authority...
8. Is required to be disclosed, by either Party, to any provider of finance (“the Bank”) in order for the Bank to take informed decisions...

1. The Client may terminate these terms, or any particular Service provided hereunder, upon giving Demographica 6 (six) months written notice of the intended cancellation.
2. The Client shall pay Demographica for all work-in-progress, Services already performed, and expenses incurred by Demographica up to and including the effective date of the termination of these terms.
3. Demographica reserves the right to charge a cancellation fee to cover costs incurred by Demographica in preparing itself to render the Services...
4. Demographica is entitled to withhold all Intellectual Property and other material developed for and on behalf of the Client... until such time as payment in full, has been received.

1. If either Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under these terms by reason of strike, lock-out, fire, explosion, floods... the Party so affected shall be relieved of its obligations.
2. Any Party invoking force majeure shall, upon termination of such event, forthwith give written notice thereof to the other Party.

Save as expressly stated to the contrary herein, the Client shall not be entitled to cede, delegate, assign or otherwise transfer all or any of its rights, interests or obligations under these terms, except with the prior written consent of Demographica.

1. The Client shall be entitled to terminate these terms forthwith by written notice to Demographica to that effect if the Services continue to exhibit defects... over a continuous period of 4 (four) consecutive months or more.
2. Should the Client commit a breach of any provision of these terms and fail to remedy such breach within fourteen days... Demographica shall be entitled to:
   1. Cancel these terms; or
   2. Claim specific performance;
   3. Claim damages.
3. Either Party shall be entitled to summarily terminate these terms in the event of the other Party being placed in liquidation or under judicial management...

These terms and conditions shall be governed and interpreted in accordance with the laws of the Republic of South Africa.

1. Any disputes arising from or in connection with these terms shall be referred to a senior representative of both Parties...
2. Should the Parties representatives be unable to resolve the matter within 10 days then the aggrieved Party may refer the matter to arbitration...
3. Notwithstanding the aforementioned Demographica shall be entitled to approach a court of competent jurisdiction for the resolution of any matter relating to non-payment.

If any clause or term hereof shall have been held by a court of competent jurisdiction to be invalid, unenforceable or illegal, then the remaining terms and provisions hereof shall be deemed to be severable therefrom.

1. The parties choose domicilium citandi et executandi (“domicilium”) as follows:
   1. Demographica – 2nd Floor, Block 1, Oxford Manor, 196 Oxford Road, Illovo, Johannesburg, South Africa, 2196.
   2. The Client – Registered head office or the place of business.

1. These terms together with Demographica’s Privacy Policy constitute the sole agreement between the Parties.
2. Neither Party shall be bound by any express or implied term not recorded herein.
3. No addition to or variation of these terms shall be of any force unless in writing and signed by hand.
4. No indulgence granted by either Party shall constitute a waiver of rights.
5. Nothing in these terms shall constitute a partnership, joint venture, agency or employment between the Parties.