1 INTRODUCTION
1.1 e-Van owns and operates the e-Van mobile application (“the e-Van app”).
1.2 The parties have agreed that the Advertiser will be entitled to display an advertisement on the e-Van app on the terms and conditions set out in this agreement.
2 ADVERTISING RIGHTS
e-Van grants to the Advertiser the right to display an advertisement on the e-Van app as follows:
2.1 The advertisement shall not exceed the size indicated in item 4 of the Schedule;
2.2 The advertisement shall appear at the location within the e-Van App indicated in item 5 of the Schedule; and
2.3 The advertisement shall appear on the versions of the e-Van app which are available for available for downloading and installation from Google Playstore and the Apple App Store.
3 Duration
Subject to payment of the fee referred to in clause 5 and the timeous delivery of the advertisement referred to in clause 4, e-Van shall display the Advertiser’s advertisement on the e-Van app –
3.1 From no later than 12:00 on the Commencement Date indicated in item 5 of the Schedule; and
3.2 Until 17:00 on the Termination Date indicated in item 6 of the Schedule.
4.1 The Advertiser is responsible for delivering the advertisement to e-Van on or before the Delivery Time and Date specified in item 8 of the Schedule.
4.2 If the Advertiser delivers the advertisement late, then e-Van shall only be obliged to display the advertisement two working days following delivery. In these circumstances, the Advertiser shall not be entitled to any refund or partial refund of the fee.
5.1 The fee payable for displaying the advertisement for the period between the Commencement Date and the Termination Date shall be the amount specified in item 9 of the Schedule. The entire fee is payable in advance on or before the Payment Date.
5.2 e-Van shall not be obliged to display the advertisement unless and until the full fee has been paid and received by e-Van.
6 Artwork
6.1 The Advertiser shall, at its own cost, provide its own artwork and content for the advertisement. The advert shall be in the format indicated in item 5 of the Schedule.
6.2 The Advertiser shall retain all intellectual property rights in respect of the advertisement.
7 Warranty and indemnity
7.1 The Advertiser warrants that the advertisement shall not –7.1.1 Infringe the proprietary rights, including but not limited to copyright, of any third party; and 7.1.2 Not contravene any law.
7.2 The Advertiser shall indemnify e-Van against any losses, claims, damages, liability or costs arising from a failure by the Advertiser to comply with its obligations under clause 7.1.
8 Limitation of liability
8.2 The e-Van App may be unavailable due to updates or other causes beyond the reasonable control of e-Van including, but not limited to virus infection, hacking and power failures. e-Van shall not be liable for, nor shall the Advertiser be entitled to any full or partial refund of the fee arising from such unavailability.
9 Breach
9.1 If either party breaches any term of this sale and remains in default for 7 days after receiving written notice to remedy that breach (no notice is necessary for the failure to pay a cash deposit or deliver guarantees), the other party shall be entitled to sue for:9.1.1 specific performance; and/or 9.1.2 cancellation of this agreement, and such damages as may have been suffered.
9.2 If the seller cancels this agreement in terms of the preceding sub-clause, all amounts paid by the purchasers to the seller under this agreement shall be retained pending assessment of the amount of damages whether by order of court or by agreement.
9.3 The parties’ remedies under this clause do not exclude any other legal remedies.
10 Force majeure
If either party is prevented from carrying out any obligation imposed upon it in terms of this agreement by reason of any force majeure, Act of God, Act of State, riot, insurrection, strike, sanctions, boycott, embargo or any other circumstance beyond either party’s reasonable control, that party shall advise the other of the existence of the circumstances and the expected duration thereof. The performance of the agreement shall, to the extent that it is made impossible by such circumstances, be suspended until such circumstances cease to prevail provided, however, that should such circumstances continue for a period longer than three months, either party shall be entitled to cancel this agreement.
11 Addresses and notices
11.1 For the purposes of this agreement, including the giving of notices and the serving of legal process, the parties choose domicilium citandi et executandi (“domicilium“) the addresses as set out in the Schedule.
11.2 A party may at any time change that party’s domicilium by notice in writing, provided that the new domicilium is in the Republic of South Africa and consists of, or includes, a physical address at which process can be served.
12 Entire contract
This agreement constitutes the entire contract between the parties with regard to the matters dealt with in this agreement and no representations, terms, conditions or warranties not contained in this agreement shall be binding on the parties.
13 Variation and cancellation
No agreement varying, adding to, deleting from or cancelling this agreement, and no waiver of any right under this agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties.