Terms and Conditions

1. DEFINITION OF THE SERVICE

‘INSPIRE-D’, ‘inspiredmarketing.co.za’ and ‘inspiredbrandstories.com’ are trade names owned and operated by INSPIRE-D Business Design (Pty) Ltd Reg.2012/211432/07 (South Africa), a Marketing Agency providing marketing management and creative services on behalf of contracted customers, approved suppliers and other persons or entities in accordance with the agreed services as set out in the Marketing Services Agreement or as commissioned from time to time.

2. DEFINITION OF CUSTOMERS AND APPROVED SUPPLIERS

“Customers” are persons (a natural person or legal beneficiary) who place orders, or enter into an agreement of service, with INSPIRE-D, either verbally or in writing. “Approved Suppliers” are persons (a natural person or legal beneficiary) who are approved to supply INSPIRE-D as well as digital platforms operated by INSPIRE-D, and who are authorized to promote and/ or operate their business activities through INSPIRE-D.

3. DEFINITION OF PRICE, PRODUCT CODES AND TERMS OF PAYMENT

The service tariff, exclusive of VAT, is set out in the various Packaged Marketing Services and the Rate Card and subject to change as published from time to time.

4. SUPPLY OF SERVICES

INSPIRE-D and/ or its Approved Suppliers offer and supply goods and services to the Customer, and the Customer receives the said goods and services under the terms and conditions set out herein, as well as any additional terms and conditions set out in INSPIRE-D and Platform service agreements, quotations, invoices and other documents that may be used when supplying the Customers at the time of purchase.

5. RELATIONSHIP BETWEEN INSPIRE-D AND APPROVED SUPPLIERS

Approved suppliers are neither an employee nor an agent of INSPIRE-D but acts independently operating its own business making use of the INSPIRE-D and its digital platforms and other services provided by INSPIRE-D. The Supplier is obliged to represent to its Customers that it is an independent contractor operating its own business and that it does so independent of INSPIRE-D.

6. SUPPLIER APPROVAL

INSPIRE-D shall subject the Supplier to an approval process in order to approve the Supplier to act in accordance with these Terms and Conditions and other terms of service. The terms of the approval process and its duration shall be stipulated by INSPIRE-D in its sole discretion and the Supplier shall be notified thereof.

INSPIRE-D reserves the right to refuse to approve the Supplier, in its sole discretion. Should INSPIRE-D refuse to approve the Supplier then written notice thereof to the Supplier shall be deemed to be a cancellation of the agreement between the Supplier and INSPIRE-D. In this regard cancellation shall be deemed to be effective from the date of delivery of the notice refusing approval.

The Supplier may not supply INSPIRE-D or an INSPIRE-D Customer until it has been issued with written notice of its approval by INSPIRE-D.

The Approved Supplier agrees to supply subject to the current Terms and Conditions and other terms of service at the tariff and as set out in the Rate Card as published by INSPIRE-D from time to time. Furthermore, the Supplier agrees that where INSPIRE-D is appointed as primary contractor and the Supplier is appointed as a Supplier by the Customer to supply on behalf of INSPIRE-D, then the Supplier will provide INSPIRE-D with regular progress reports and notification of any significant changes that may occur during the transaction and/ or engagement.

7. INTRODUCTION OF CUSTOMERS BY A SUPPLIER

Suppliers may introduce prospective Customers to INSPIRE-D and in such a case the Supplier can elect for the Customer to remain the Supplier’s Customer, or, to pass the Customer on to INSPIRE-D as an INSPIRE-D Customer. Where a Supplier retains the Customer the Supplier will be responsible for all payments and other obligations as set out in these Terms and Conditions and other INSPIRE-D agreements to supply service.

8. EXPENSES

All expenses incurred by the Supplier in acting in terms of these Terms and Conditions and the Approved Supplier agreement shall be for the Supplier’s own account and INSPIRE-D shall have no liability therefor. In the case where a Supplier supplies to a Customer that the Supplier introduced then the Supplier will be liable for expenses directly incurred by the Supplier e.g. travel, accommodation and catering.

Any expenses incurred by INSPIRE-D shall be for INSPIRE-D’s own account, subject to INSPIRE-D’s entitlement to levy fees and recover expenses on the terms set out in the INSPIRE-D agreement to provide service.

9. COMPETING NETWORKS

It is recorded that there are various other persons who have and/or shall contract with INSPIRE-D on the same and/or similar terms as the Supplier and consequently such persons shall, together with INSPIRE-D and the Supplier, form an informal network of businesses. This network does not constitute an association of persons or partnership and has no legal personality.

For the duration in force of an Approved Supplier agreement, the Supplier (a natural person or legal beneficiary of the Supplier) may not be active in any association of persons, business networks or corporate groups which is a direct competitor with INSPIRE-D.

10. INTELLECTUAL PROPERTY

1.a. All intellectual property in the INSPIRE-D system, including but not limited to the text, diagrams, algorithms, equations, methods and concepts incorporated in the INSPIRE-D system (insofar as same are not the intellectual property of other persons), the INSPIRE-D system processes and methods, the trade name “INSPIRE-D Business Design”, “INSPIRE-D Marketing”, “INSPIRE-D”, “inspiredmarketing.co.za”, “inspiredbrandstories.com”, the INSPIRE-D Logo, Trademark, Taglines, shall be, and continue to remain, the sole property of INSPIRE-D. The Supplier and/ or Customer shall not question or dispute the ownership of such Intellectual Property at any time during the continuation in force of this agreement or thereafter. The Supplier and/ or Customer receipt of goods and services will not entitle the Supplier and/ or Customer to any rights in and to the said INSPIRE-D system, including the Logo, Trademark, Taglines, or the right to alter the system in any way.

1.b. Apart from receipt of goods and services and the application of tools and materials, the Supplier and/ or Customer may not, without the written permission of INSPIRE-D, make use of the intellectual property referred to in clause 10.a. above. In particular, but without limiting the generality of the aforegoing, the Customer may not copy or replicate in any form, any part, or the entirety of, the INSPIRE-D system.

11. CONFIDENTIALITY

It is recorded that, as a necessary part of the Customer’s receiving services from INSPIRE-D, the Customer may disclose confidential information to INSPIRE-D. INSPIRE-D and the Supplier shall not disclose to any other person information of a confidential nature that is received or developed during the course of the Customer receiving goods and services. However, INSPIRE-D is entitled to and shall disclose statistical information without notifying the Customer. INSPIRE-D is entitled to make use of the statistical information for the purpose of statistical analysis and the production of statistics and is entitled to make use of these statistics as it deems fit, which use shall include, but is not limited to, disclosure to the general public; disclosure to any person; the sale of statistical information and the right to profit by such sales and the right to use such statistical information to develop any product or method or any other thing. The Customer, Supplier or respondents have no claim to any monies accruing to or received by INSPIRE-D, or any other person, pursuant to INSPIRE-D use of statistical information in terms of this clause.

12. EXCLUSION OF LIABILITY

INSPIRE-D does not warrant that the INSPIRE-D service and/ or system is fit for any particular purpose. In particular, and without limiting the generality of the aforesaid, INSPIRE-D does not warrant that the Supplier or Customer receipt of goods, services, advice or use of platforms through the INSPIRE-D system shall produce any particular results for the Customer or for any other person. Furthermore, INSPIRE-D will not be held liable for any loss of or damage to property resulting from the provision of any of its goods or services.

Customers and suppliers agree to adhere to all policies, rules and procedures of all platforms including 3rd party platforms as set out by each platform supplier and indemnify INSPIRE-D from any action arising out of the use of these platforms.

13. TERM OF AGREEMENT AND TERMINATION

This is an annual renewable agreement and may be terminated by mutual agreement giving 2 months written notice by both parties. In the event of termination of an agreement, the Customer will be responsible for settlement of the goods and services provided, up to the end of the notice period.

14. DEFAULT

In the event of either party (“the defaulting party”) breaching any term of the INSPIRE-D agreement to supply service and/or these Terms and Conditions, after having received fourteen days written notice to remedy such breach, then the other party (“the aggrieved party”) shall have the right, notwithstanding anything to the contrary herein contained, and without prejudice to any other rights the aggrieved party may have, to:

a. institute legal action for specific performance in terms of the agreement;

b. cancel the agreement.

INSPIRE-D BUSINESS DESIGN (PTY) LTD Reg.2012/211432/07