A) DEFINITIONS AND INTERPRETATION
“Advert” means any advertisement provided by, or Basic Sense (Pty) Ltd Listing created, by the Advertiser.
“Advertising Fee” is the total Advertising Fee stipulated on the Advertising Order
“Advertising Materials” means image, text, files or links for adverts provided by the Advertiser.
“Advertising Order” means the information and specification page for the purchasing of advertising space on the Website.
“Agreement Period” means as indicated on the Advertising Order, in which the Advert shall appear on the Website, as defined below. The Advertising Period will commence on the day the purchase is concluded.
“Link”, “URL” or “URL Link” means a link to Advertiser’s own website, social media page or Basic Sense (Pty) Ltd Listing.
“Basic Sense (Pty) Ltd Listing” means a Basic Directory Listing or Classified Advertisement Listing created for the Advertiser and hosted by Basic Sense (Pty) Ltd on the Website.
"Party" or "Parties" means the entities executing the Agreement, this being the Advertiser or Basic Sense (Pty) Ltd
“Policies” means advertising specifications and advertising user aids made conspicuously available, including the Basic Sense (Pty) Ltd General Terms & Conditions available at https://www.basicsense.co.za/en/legal/website-terms-and-conditions-use, the terms and conditions included in this Agreement, and community standards regarding obscenity or indecency.
“Representative” means, as to a Party and/or its Affiliate(s), any director, owner, officer, employee, consultant, contractor, agent, and/or attorney.
“Terms” means these Terms & Conditions for Internet Advertising
“Website” means the website operated by Basic Sense (Pty) Ltd (www.basicsense.co.za)
B) ADVERTISING SERVICES
Subject to the Terms and Conditions of the Agreement, Basic Sense (Pty) Ltd agrees to place the Advert as more fully described in the Advertising Order page, on the Website. Advertiser authorises Basic Sense (Pty) Ltd to place its Advert on the Website and link to Advertiser's website or web page. Unless otherwise agreed by Basic Sense (Pty) Ltd, the Advert may be modified by Basic Sense (Pty) Ltd without Advertiser's consent to comply with any Policies or other requirement of Basic Sense (Pty) Ltd. Basic Sense (Pty) Ltd shall have no liability as a result of any such decision.
Subject to scheduled maintenance, express restrictions on the Advertising Services and Advertising Materials, and any Force Majeure Event affecting the Basic Sense (Pty) Ltd or the Basic Sense (Pty) Ltd's appointed hosting services provider, Basic Sense (Pty) Ltd will use reasonable endeavours to maintain the availability on the internet of: the Website; and (i) the published Advert, ii) during the relevant period, but Basic Sense (Pty) Ltd does not guarantee 24/7 availability.
Basic Sense (Pty) Ltd does not guarantee any amount of impressions, clicks, or any other form of measurable response, including but not limited to any generation of revenue, for the Advert on the Website.
Except as otherwise expressly stipulated in the Agreement, positioning of the Advert within the Website or on any Website page is at the sole discretion of Basic Sense (Pty) Ltd. Basic Sense (Pty) Ltd may carry any advertising on the Website that it so chooses including advertising by competitors of the Advertiser.
Advertising Materials or the website to which the Advert is linked shall not: (i) directly or indirectly breach any law, regulation or legally-binding code; infringe any person's copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other legal rights; and/or give rise to a cause of action against any person; (ii) contain false and misleading advertising imaging, messaging, offers or promotions; (iii) promote the use of alcohol, tobacco or illegal substances; (iv) contain nudity, sex, pornography, adult-oriented content; (v) contain expletive or inappropriate language; (vi) content that may be experienced as threatening, abusive, libellous, defamatory, racial, sexist, harassing, degrading, intimidating, hateful, invasive of privacy towards any individual or group of people; (vii) contain or promote "spam", mail fraud, pyramid schemes, investment opportunities or advice which is not permitted under law, or any other fraudulent activities; (viii) content which generate an adverse emotional response from users (i.e., overly graphic medical conditions/images, images of distressed animals or humans); (ix) content that may cause annoyance, inconvenience or anxiety to any internet user.
The Advertiser may periodically make changes to Advertising Material during the Agreement Period. Basic Sense (Pty) Ltd will not charge the Advertiser any additional fees for any changes that the Advertiser makes to the Advertising Material during the Agreement Period.
If an Advert links to another website, the Advertiser is responsible for maintaining the Link and for the content of the linked site.
- The Advertiser hereby grants Basic Sense (Pty) Ltd a non-exclusive, worldwide, royalty free license to use the Advertising Material provided, including its trademarks and copyrights, and the right to link to the Advertiser’s website or web page from its Website during the Agreement Period. Upon termination of the Agreement, Basic Sense (Pty) Ltd agrees to remove the Link and Advertising Materials provided from its Website within reasonable time.
Advertiser represents and warrants that Advertiser holds all necessary rights, including but not limited to rights to all trademarks, logos, trade names, copyrights, pictures, graphics, or other intellectual property submitted for use in connection with the Advert, or has express permission to use such items and to permit the use of the Advertising Materials by Basic Sense (Pty) Ltd for the purpose of the Agreement; and that the use, reproduction, distribution, transmission or display of the Advert, any data regarding users, and any material to which users can link, or any products or services available to users, through the Advert will not: (i) violate the intellectual property rights of any third party; (ii) violate any criminal laws or any rights of any third parties; or (iii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.
Advertiser further represents and warrants that the Advert and any website linked to the Advert: (i) comply with all laws and regulations in any state or country where the Ad is displayed; (ii) do not breach and have not breached any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (iii) are not false, misleading, defamatory, libellous, slanderous or threatening; (iv) are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (v) will not contain any content of an adult or obscene nature.
Advertiser further represents and warrants that it will not, nor will it allow anyone working for it to: (i) engage or cause others to engage in any form of spamming or improper or malicious, as determined by Basic Sense (Pty) Ltd, clicking, impression or marketing activities; (ii) access the Website or Basic Sense (Pty) Ltd networks or systems for any purpose other than to view the Advert or conduct valid business with Basic Sense (Pty) Ltd; (iii) interfere or attempt to interfere with the proper working of the Website or other Basic Sense (Pty) Ltd networks or systems; (iv) use any data from the Website or other Basic Sense (Pty) Ltd networks or systems for external commercial purposes; or (v) represent that Basic Sense (Pty) Ltd endorses or promotes the Advertiser or its services or products without Basic Sense (Pty) Ltd's prior written permission.
Advertiser agrees to indemnify, defend and hold Basic Sense (Pty) Ltd harmless from and against any and all liability, loss, damages, claims, or causes of action, including reasonable attorneys fees and expenses, arising out of or related to: (i) breach of any of the foregoing representations and warranties or other provisions of the Agreement, or (ii) any third party claim arising from the use of or access to the Advert under the Agreement or any material to which users can link, or any products or services made available to users, through the Advert under the Agreement.
Basic Sense (Pty) Ltd makes no warranties that the Advertising Materials contained on its website will be free from errors or defects or that the use of Links or access to its Website will be uninterrupted. BASIC SENSE (PTY) LTD SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. AS A CONDITION OF BASIC SENSE (PTY) LTD'S WILLINGNESS TO ENTER INTO THE AGREEMENT, ADVERTISER AGREES THAT IT HAS NOT RELIED UPON ANY SUCH WARRANTY AND ASSUMES ALL RISKS CONCERNING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISING.
In the event that Basic Sense (Pty) Ltd fails to publish the Advert in accordance with the terms of the Agreement, or in the event that Basic Sense (Pty) Ltd fails to deliver the full time period of the Ad as stipulated herein, or in the event of any other failure, technical or otherwise of such Advert to appear as provided in the Agreement, the sole liability of Basic Sense (Pty) Ltd and exclusive remedy of Advertiser shall be limited to placement of the Advert at a later time in a comparable position until the total Advertising Period is delivered, or refund of prorated Advertising Fee, at Basic Sense (Pty) Ltd's sole election and discretion. In no event shall Basic Sense (Pty) Ltd be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of third parties (if any). IN NO EVENT SHALL BASIC SENSE (PTY) LTD BE LIABLE UNDER THE AGREEMENT FOR ANY LOST PROFITS, CONSEQUENTIAL, SPECIAL, DIRECT, INDIRECT, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, WHETHER BASED IN CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF BASIC SENSE (PTY) LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BASIC SENSE (PTY) LTD'S AGGREGATE LIABILITY UNDER THE AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY BASIC SENSE (PTY) LTD FROM ADVERTISER FOR THE ADVERT GIVING RISE TO THE CLAIM.
Each Party acknowledges that the other Party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties.
Without limiting the foregoing and except for payment obligations, neither Party shall have any liability for any failure or delay in performance resulting from any condition beyond the reasonable control of such Party, including but not limited to governmental actions or acts of terrorism, natural disaster or other acts of God, labour conditions, utility outages or interruptions and periodic interruptions of internet service and system transmission.
In consideration for the placement of the Advert on the Website by Basic Sense (Pty) Ltd as stipulated herein, the Advertiser shall pay to Basic Sense (Pty) Ltd at the time of execution of the Agreement the Advertising Fee stipulated in the Advertising Order. All payment amounts in the Agreement shall be in ZAR Rand, are exclusive of any applicable taxes and shall be made free and clear of and without reduction for, any applicable government, regional and local taxes, value-added or sales taxes, withholding taxes, duties, levies and assessments, howsoever designated or computed, pertaining to payments under the Agreement. Advertiser shall be solely responsible for and shall pay directly to the appropriate taxing authority any applicable taxes and shall indemnify Basic Sense (Pty) Ltd against liability for any such applicable taxes.
Basic Sense (Pty) Ltd will have no obligation to place the Advert on the Website until payment of the Advertising Fee and any other payment provided for herein is received as stipulated herein.
Basic Sense (Pty) Ltd reserves the right, at its sole and absolute discretion, to modify any Advertising Order, and any of its menus, page structures, buttons, logos or text specifications of the Website as Basic Sense (Pty) Ltd deems necessary for any reason.
The Agreement shall terminate at the end of the Advertising Period unless otherwise extended in writing by the mutual agreement of the Parties hereto. Basic Sense (Pty) Ltd shall have no obligation in any event to renew the advertising.
By Advertiser. The Advertiser may terminate the Agreement, with or without cause, by written notice to Basic Sense (Pty) Ltd of its intent to terminate. If Advertiser so elects to terminate the Agreement, Basic Sense (Pty) Ltd shall remove the Advert from the Website as soon as reasonably practicable but shall have no obligation to refund any portion of the Advertising Fee. Basic Sense (Pty) Ltd reserves the right to, and at its sole and absolute discretion may, at any time reject, modify, or remove the Advert for any reason.
By Basic Sense (Pty) Ltd.
3.1) In the event that Basic Sense (Pty) Ltd, in its sole and absolute discretion, deems that any Advertising Materials or Link, that may or may not have been previously accepted, acknowledged or published, in breach of the Terms, inappropriate, unacceptable or may tend to bring disparagement, ridicule, or scorn upon Basic Sense (Pty) Ltd or any of its Representatives, Basic Sense (Pty) Ltd may, at its sole and absolute discretion, determine to either:
3.1.1) REMOVE, at any time, the Advertising Materials or Link from the Website without prior notification. This removal of Advertising Materials or Links does not terminate the Agreement, nor interrupt the Advertising Period, and Basic Sense (Pty) Ltd shall have no obligation to refund any portion of the Advertising Fee. After removal the Advertiser will (i) be sent an email notification explaining the removal and (ii) will be able to replace the removed Advertising Materials or Link with Advertising Materials or a Link that is not in breach of the Terms, inappropriate, unacceptable or may tend to bring disparagement, ridicule, or scorn upon Basic Sense (Pty) Ltd or any of its Representatives.
3.1.2) TERMINATE, immediately, the Agreement without prior notification and shall have no obligation to refund any portion of the Advertising Fee.
3.2) Basic Sense (Pty) Ltd may terminate the Agreement without cause upon three (3) business days written notice to the Advertiser. In the event that Basic Sense (Pty) Ltd terminates the Agreement without cause, Basic Sense (Pty) Ltd shall refund the Advertising Fee on a prorated basis.
Notices. All notices required or permitted by the Agreement shall be in writing and shall be sent to the email address of the Party stipulated below. Notices shall be deemed received when verified by automated receipt or electronic logs if sent by email. Inability to deliver because of change of address of which no notice was given shall be deemed to be received as of the date such notice was sent.
If to Basic Sense (Pty) Ltd: adminbasicsense [dot] co [dot] za
If to Advertiser: The current email address of Advertiser set out in the Advertiser’s Basic Sense (Pty) Ltd Site Member Account
Assignment. The Advertiser shall not re-sell, assign or otherwise transfer all or any part its rights or obligations hereunder without the prior written consent of Basic Sense (Pty) Ltd. Any attempt to resell, assign or transfer such rights or obligations without Basic Sense (Pty) Ltd’s prior written approval will be null and void.
Entire Agreement. The Agreement shall constitute the entire understanding and agreement between the Parties and no variance, modification, waiver or amendment thereof shall be valid and enforceable, except by agreement in writing, executed and approved in the same manner as the Agreement. It supersedes and replaces all previous discussions, and understandings between the Parties.
Governing Law and Venue. This Agreement shall be interpreted under the laws of the Republic of South Africa. Any and all legal actions relative hereto shall be in the courts of Gauteng and the Parties hereby consent to the jurisdiction of the courts located within Gauteng and hereby waive any right they may have to transfer or change the venue of any and all legal actions brought by one Party against the other in accordance with this paragraph.
Nature of Relationship. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. Nothing in this Agreement shall create any obligation between either Party and a third party.
Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
Changes to Agreement. Basic Sense (Pty) Ltd may make changes to this Agreement from time to time. When these changes are made, Basic Sense (Pty) Ltd will notify the Advertiser of such changes and make the new version of the Agreement available at https://www.basicsense.co.za/legal/internet-advertising-service-agreement. The Advertiser understands and agrees that if the Advertiser uses or enjoys the benefits of the Advertising Service at any time seven (7) or more days after the date on which Basic Sense (Pty) Ltd has made the new terms available to the Advertiser, such use or enjoyment of the benefits shall be deemed acceptance of the updated Agreement. If the Advertiser does not agree to such new terms, it must terminate this Agreement by written notice to Basic Sense (Pty) Ltd.
Authority. Each of the Parties hereto represents to the other that such Party has full power and authority to execute, deliver and perform the Agreement, and that the individuals executing the Agreement on behalf of the Party represent and warrant that they are fully empowered and authorized to do so and to bind the Party on whose behalf they are executing the Agreement.
Construction. Throughout the Agreement, the singular shall include the plural and the plural shall include the singular, all genders shall be deemed to include other genders, wherever the context so requires, and the terms “including,” “include” or derivatives thereof, unless otherwise specified, shall be interpreted in as broad a sense as possible to mean “including, but not limited to,” or “including, by way of example and not limitation.”
Waiver. The waiver of or failure to enforce any term or condition of the Agreement shall not be effective unless it is in writing and executed by the Party sought to be charged with the waiver or failure and shall not be construed as a waiver of any other term or condition.
Severability. If any provision of the Agreement proves to be illegal, invalid or unenforceable, the remainder of the Agreement will not be affected by such finding, and in lieu of each provision of the Agreement that is illegal, invalid or unenforceable, a provision will be added as a part of the Agreement as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.