Terms and Conditions
1. Scope of Services Website Owner will display the Directory Listing on the Website, www.babycalm.co.za. The details of the Directory Listing are as completed by the Client on the Online application form above.
2. Term and Termination Unless terminated as provided herein, this Agreement to the Terms and Conditions will endure for a period of one month and will automatically renew from month to month thereafter. Either party may terminate this agreement with or without cause upon thirty (30) days written notice to firstname.lastname@example.org . Termination for breach will not alter or affect the terminating party’s right to exercise any other remedies for breach.
3. Manner of Display and Acceptable Content Until this Agreement is terminated according to the terms provided herein, the Directory Listing will be displayed on the relevant page of the Website. Client will supply all information for the Directory Listings on the Online Website Directory Listing Application Form. All Directory Listings must conform to standards promulgated from time to time by Website Owner and communicated via email to the Client. Any failure of a Directory Listing or of the site linked thereto to conform to these standards will constitute a breach of this Agreement.
4. Price and Payment Client will compensate Website Owner for the Directory Listings pursuant to the terms and times for payment set forth in Exhibit A. Website Owner reserves the right to seek recovery of any overdue amounts from Client. Website Owner furthermore reserves the right to charge interest at a rate of 15,5% per annum on all and any overdue payments.
5. Limitation of Liability, Indemnification Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the performance of the terms of this Agreement, whether in contract, delict or otherwise, even if the other has been advised of the possibility of such loss or damages. Client will indemnify and hold Website Owner harmless against any claims incurred by Website Owner arising out of or in conjunction with the placement or display of any Directory Listing or Client’s breach of this Agreement, as well as all reasonable costs, expenses and attorneys’ fees incurred therein. Website Owner’s total liability under this Agreement with respect to the Directory Listings, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Client to Website Owner in the previous 2 years.
6. Relation of Parties The performance by Website Owner of her duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Website Owner and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
7. Non-assignment Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.
8. Arbitration and Governing Law Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator in accordance with the Expedited Rules of the Arbitration Foundation of South Africa. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of South Africa.
9. Attorneys’ Fees If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to legal costs on an attorney and own client and/or attorney and client scale.
10. Severability If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
11. Waiver and Modification The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.
12. Entire Agreement This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
EXHIBIT A: SCHEDULE OF PAYMENT Price and Payment
1. By completing this Directory Listing Application form you the Listor/Client will be liable to pay R500 annually in advance, for a Practitioner or Sevices listing. Alternatively the annual product listing fee is R500 per product per year. On submission of this application, the contents will be reviewed for relevance to the website and upon approval you the Client will be emailed an invoice for the relevant amount.
2. Directory Listings will be loaded onto the website upon receipt of payment of the afore mentioned invoice.
3. The Website Owner reserves the right to revise the annual directory listing fee from time to time.
3. The Client will be required to make payment into the following bank account: Baby Calm, Standard Bank, Account Number: 023006773, Branch Code: 00-12-55 (Rivonia), Reference: Invoice Number.
3.1 Payment is to be made by the Client in advance, prior to the listing being displayed on the website, irrespective of the Effective Date of this Agreement.
3.2 Failure to make payment by the 15th day of the relevant month, will result in the relevant Directory Listing being removed from the Website with immediate effect.
3.3 The Client may request that the Directory Listing be reposted once the arrears balance has been settled in full with the Website Owner, as well as any applicable interest and/or other charges which may have accrued thereto.