INTRODUCTION

• The advertiser wishes to appoint Imedia Group to provide the required services and Imedia Group accepts such appointment in terms thereof.

• These terms shall be read together with the Agreement, however in the event of any conflict between the terms and any provision contained in the Agreement, the Agreement shall prevail to the extent required to resolve such conflict.

• These terms shall come into operation upon the submission of an Agreement from the advertiser to Imedia Group and shall terminate upon completion of an Agreement, unless terminated earlier in accordance with this Agreement.

• These terms shall be governed and construed in accordance with the laws of the Republic of Namibia

• No alteration, consensual cancellation, variation of or addition hereto shall be of any force or effect unless reduced to writing and signed by all parties to this agreement or their duly authorized representatives.

• This document, together with the Agreement, contains the entire agreement between the parties and no party shall be bound by any undertakings, representations, warranties or the like not recorded herein.

• The signatory to the Agreement declares that He/she has the authorization to sign for and place advertisements on behalf of the company and is fully aware of the cost implications of such advertisements as stated on the Agreement.

• The advertiser agrees and accepts that in the event that the authorized representative who concluded this agreement leaves the employ of the company for any reason whatsoever, such authorized representatives actions shall at all times remain binding and it may not raise the defence of lack of authority or non-payment arising from such action. The Advertiser agrees and accepts that payment will not be dependent on protocol and procedures not being undertaken by the authorized representative.

AGREEMENT

• The requested service shall be delivered in accordance with the Advertisers specifications as indicated in the Agreement, subject to the terms of this agreement.

• Imedia Group shall use its best endeavors to comply with the Agreement in all material respects.

• Imedia Group shall use commercially reasonable efforts to prevent click fraud; however the Advertiser shall have no claim of any nature whatsoever against Imedia Group in the event of any click fraud being detected or arising in respect of any Advertising placed pursuant to the Agreement.

PAYMENT

• The advertiser shall pay to Imedia Group the amount stated on the Agreement either on a monthly instalment basis, annually, 30 days prior to completion of services rendered or at the end of the agreement term.

• The advertiser agrees and accepts that payment of invoices will not be dependent on the following:

1. Service Level Agreements
2. Procurement processes not being followed
3. Purchase Orders
4. Appointment letters
5. Company resolutions
6. Correspondence
7. No record of Agreement
8. The amount due to Imedia Group by the Advertiser shall be made :

• Into a bank account specified By Imedia Group.

• Any amount due but unpaid in terms hereof shall bear interest at the Prime Rate from the due date to actual date of payment.

• In the event an account is referred to a third party for collection, the advertiser agrees to pay collection and/or attorney fees, as well as court costs incurred in order to effect collection on an attorney and own client scale including collection commission.

CANCELLATIONS

• All orders are binding and not subject to cancellation unless agreed upon by both parties.

• Cancellations will only be accepted in writing within 7 (SEVEN) days from date of the signed agreement and a cancellation fee of 45% will become due and payable immediately for costs incurred.

• The contractual agreement between Imedia Group and the Client will automatically renew for the stipulated period as stated on the agreement. Unless a cancellation/termination letter is sent through by the Client thirty (30) days prior to termination of the said agreement.

AD MATERIALS

• The Advertiser shall provide Imedia Group with such materials including but not limited to content, graphics, logos and other wording and imagery as may be required by Imedia Group to deliver the services.

• The Advertiser warrants in favor of Imedia Group and its affiliates that it is and at all times shall be the lawful owner of all copyright in and all of the intellectual property rights (or alternatively that the Advertiser is the duly authorized representative of such lawful owner), relating to the Ad and all advertiser materials furnished by the advertiser to Imedia Group for the purposes of fulfilling its obligations in terms of the Agreement.

• The Advertiser irrevocably and unconditionally indemnifies and holds harmless Imedia Group and its affiliates against any claim made by any person, howsoever arising as a result of any infringement of any intellectual property rights or other third party rights in respect of the Advertisement, any advertiser material or services rendered by Imedia Group for the Advertiser.

• Where Advertiser Material is not supplied to Imedia Group by the Advertiser within 5 (FIVE) business days, Imedia Group shall endeavour to implement the Advertiser Material accordingly and shall not incur any liability whatsoever as a result of Advertiser Material not being supplied.

• The Advertiser shall remain liable for all its obligations under the Agreement including payment of the full amount.

• The Advertiser acknowledges that the services shall be rendered subject to any internal policies governing the business of Imedia Group and its affiliates, including but not limited to policies on content, privacy, public image, obscenity and indecency (Policies). In accordance therewith, Imedia Group shall be entitled at any time whether acting for itself or upon the instructions of an Affiliate refuse to provide services or remove any Ad or suspend any services where same does not comply or will not comply with the Policies.

LIABILITY

• Imedia Group liability in relation to or in connection with the services and that of its subsidiaries, holding companies, officers, directors, employees, agents and Affiliates ( “Related Persons”) shall be limited to matters expressly provided for in this agreement and Imedia Group and its Related Persons shall not be liable for any consequential , indirect, incidental, punitive or special damages of whatsoever nature, including but not limited damages for loss of profits, business interruption, loss of information or the like incurred by the Advertiser or any third party by or arising out of these terms of the AG.

• Imedia Group and its Related Persons shall not incur any liability whatsoever as a result of any failure, corruption, interruption or other such event which may affect or render any website in respect of which services have been rendered, temporarily or permanently unavailable.

• Imedia Group does not guarantee return on investment, reach of our publication, site or target audience. Any Statistics related to the site provided to you by Imedia Group are provided as an estimate based on prevailing available research only and may not be relied upon by the Advertiser as representation or otherwise.

CONFIDENTIALITY

• The parties shall treat all information exchanged pursuant to this agreement as private and confidential and shall safeguard same accordingly.

BREACH

• If any party commits a breach of this agreement and or fails to comply with any of the provisions hereof (“The Defaulting Party”), then the remaining party (“The Aggrieved Party”) shall be entitled to give the (“Defaulting Party”) 7 (SEVEN) days’ notice in writing to remedy such breach and/or failure, and if the Defaulting Party fails to comply with the said notice, then the Aggrieved Party shall forthwith be entitled, but not obliged, without prejudice to any rights or remedies which the Aggrieved Party may have in place including the right to claim damages, to cancel this agreement to  claim immediate performance and/or payment of all Defaulting Party’s obligations in terms hereof.

ENTIRE AGREEMENT

This contract contains the final and entire agreement between the Advertiser and Imedia Group. Where the terms of this Agreement are communicated in paper form only, this agreement shall become binding from the date of signature. This contract supersedes all prior agreements and understandings, whether verbal or written, in connection therewith.