STANDARD TERMS AND CONDITIONS OF SERVICE
INTO AFRICA MARKETING (www.compages.co.za)
DEFINITIONS AND INTERPRETATION
1.1 “Into Africa Marketing” means Into Africa Marketing, including its website www.compages.co.za, its affiliates, subsidiaries, and related persons.
1.2 “The Entity” means the company, close corporation, partnership, sole proprietorship, or legal persona appointing Into Africa Marketing to provide advertising and marketing services as identified in the Main Agreement.
1.3 “The Agreement” means the main service agreement, order form, or insertion order signed by the parties, to which these Standard Terms and Conditions are annexed.
1.4 “The Parties” means Into Africa Marketing and the Entity collectively.
1.5 “Prime Rate” means the prime overdraft lending rate charged by Into Africa Marketing’s primary commercial bank from time to time.
1.6 “The Signatory” means the individual executing the Agreement on behalf of the Entity.
INTRODUCTION AND BINDING NATURE
2.1 The Entity wishes to appoint Into Africa Marketing to provide digital marketing and directory listing services, and Into Africa Marketing accepts such appointment subject to these Terms and Conditions.
2.2 These Terms and Conditions must be read in conjunction with the Agreement. In the event of any irreconcilable conflict between these terms and the Agreement, the provisions of the Agreement shall prevail.
2.3 These terms become legally binding upon the submission, electronic confirmation, or signature of the Agreement by the Signatory on behalf of the Entity, and shall remain in effect until all services are rendered and all payments are settled in full.
2.4 This document, read together with the Agreement, constitutes the entire agreement between the Parties. No party shall be bound by any undertakings, representations, or warranties not expressly recorded herein.
2.5 No alteration, variation, amendment, or consensual cancellation of this contract shall be of any force or effect unless reduced to writing and signed by the authorized representatives of both Parties.
2.6 These terms shall be governed by, construed, and enforced in accordance with the laws of the Republic of South Africa.
AUTHORITY AND CORPORATE COMPLIANCE
3.1 The Signatory to the Agreement warrants that they possess the necessary corporate authority to contract on behalf of the Entity and to incur the financial obligations contained therein.
3.2 The Entity explicitly acknowledges and agrees that in the event that the Signatory leaves the employ of the Entity for any reason whatsoever, the actions of such Signatory remain fully binding upon the Entity.
3.3 The Entity waives the right to raise defences of lack of authority, internal protocol failures, non-compliance with internal procurement procedures, or a lack of internal administrative approvals to escape liability for payment.
SERVICE DELIVERY AND CLICK FRAUD
4.1 Into Africa Marketing shall use its commercially reasonable endeavours to deliver the requested services in accordance with the Entity’s specifications as outlined in the Agreement.
4.2 While Into Africa Marketing implements industry-standard security and tracking measures to monitor digital traffic, Into Africa Marketing cannot guarantee the absolute prevention of “click fraud” or artificial traffic generated by third parties. The Entity shall have no claim of any nature whatsoever against Into Africa Marketing for damages or fee reductions arising from detected or suspected click fraud.
FEES, INVOICING, AND PAYMENT TERMS
5.1 The Entity shall pay Into Africa Marketing the contract price specified in the Agreement plus Value Added Tax (VAT) at the prevailing statutory rate (currently 15%).
5.2 Payment shall be made strictly in accordance with the payment schedule and contract term specified in the Agreement (including, but not limited to, fixed terms of 24 or 36 months). The Entity’s obligation to make timeous payment upon receipt of invoice and completion of contractual agreement for the full duration of the agreed term is absolute, legally binding, and unconditional.
5.3 The Entity explicitly agrees that its obligation to pay invoices timeously is absolute and is completely independent of, and not conditional upon:
5.3.1 The finalization of separate Service Level Agreements (SLAs);
5.3.2 The internal issuance of Purchase Orders (POs) or appointment letters;
5.3.3 The passing of company resolutions or internal procurement approvals;
5.3.4 Historical or ongoing correspondence outside of this contract.
5.4 Any amount due to Into Africa Marketing that remains unpaid on the due date shall bear interest at the Prime Rate plus 2% per annum, calculated daily and compounded monthly from the due date to the date of actual payment.
5.5 In the event that Into Africa Marketing instructs an attorney or collection agency to recover overdue amounts, the Entity agrees to pay all legal costs incurred on the scale as between attorney and own client, including collection commissions, tracing fees, and court costs.
CANCELLATION AND AUTOMATIC RENEWAL
6.1 All submitted orders and signed Agreements are final, binding, and not subject to unilateral cancellation by the Entity, subject to applicable consumer protection legislation.
6.2 If the Entity qualifies as a consumer under the Consumer Protection Act (CPA) and the contract was concluded via direct marketing, the Entity has the right to cancel the agreement within a 5 (five) business day cooling-off period without penalty.
6.3 Outside of any statutory cooling-off periods, cancellations will only be accepted if requested in writing within 7 (seven) days from the date of signature, subject to a cancellation and administration fee of 45% of the total contract value, which becomes due and payable immediately to cover costs incurred.
6.4 Automatic Renewal: Upon the expiry of the initial term stipulated in the Agreement, the contract shall automatically renew for an identical successive period, unless either party delivers a written notice of non-renewal to the other party at least 30 (thirty) days prior to the expiration of the current term. 6.5 Non-Standard Renewal (Arrears / Late Payment): In the event that any contractually mandated payment falls outside the agreed payment term or remains outstanding past the due date, the Entity explicitly agrees that the 30-day notice period for non-renewal is forfeited. In such instances, the Agreement shall automatically renew for a successive period equivalent to the initial term, with the renewal period commencing retroactively or proactively from the exact date on which the last successful payment was received by Into Africa Marketing.
ADVERTISING MATERIALS AND INTELLECTUAL PROPERTY
7.1 The Entity shall supply Into Africa Marketing with all necessary text, graphics, logos, trademarks, and imagery (“Advertiser Material”) required to fulfil the services within 5 (five) business days of signing the Agreement.
7.2 If the Entity fails to supply the materials within the 5-day period, Into Africa Marketing shall endeavour to create or implement the listing using publicly available information. Into Africa Marketing shall incur no liability for delays or aesthetic variations resulting from this, and the Entity remains fully liable for the full contract price.
7.3 The Entity warrants that it is the lawful owner or duly authorized licensee of all intellectual property rights and copyrights contained within the Advertiser Material.
7.4 The Entity unconditionally and irrevocably indemnifies and holds harmless Into Africa Marketing against any third-party claims, losses, damages, or expenses arising from allegations of copyright infringement, trademark violations, or unlawful use of intellectual property contained in the published advertisements.
7.5 Content Policy: Into Africa Marketing reserves the right, at its sole discretion, to refuse to publish or to immediately remove any advertisement that it deems offensive, indecent, unlawful, or in violation of its internal public image and privacy policies. The removal of non-compliant content does not absolve the Entity of its obligation to pay the full contract value.
LIMITATION OF LIABILITY
8.1 To the maximum extent permitted by applicable law, the total liability of Into Africa Marketing, its directors, employees, and affiliates for any direct damages arising out of a breach of this agreement shall be limited to the total fees actually paid by the Entity to Into Africa Marketing under the specific Agreement.
8.2 Into Africa Marketing shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of business revenue, business interruption, or loss of data.
8.3 Into Africa Marketing does not guarantee any specific return on investment (ROI), target audience reach, click-through rates, or call volumes. Performance statistics or estimates provided by Into Africa Marketing are for informational guidance only and do not constitute binding warranties.
8.4 Into Africa Marketing shall not be liable for any website downtime, server interruptions, data corruption, or temporary/permanent unavailability of www.compages.co.za resulting from telecommunication failures, hosting provider errors, cyberattacks, or maintenance.
PRIVACY AND DATA PROTECTION (POPIA compliance)
9.1 Both Parties acknowledge their obligations to comply with the Protection of Personal Information Act (POPI Act) 4 of 2013 regarding any personal information processed pursuant to this agreement.
9.2 Into Africa Marketing shall collect and process the Entity’s business details solely for the purposes of executing the advertising contract, invoicing, and directory publication. The Signatory and Entity consent to professional data being published on www.compages.co.za for public access.
9.3 Both Parties shall treat all non-public business information, pricing strategies, and technical configurations exchanged under this agreement as strictly confidential and shall not disclose it to any third party without prior written consent.
BREACH AND TERMINATION
10.1 Should either party commit a material breach of any provision of this agreement and fail to remedy such breach within 7 (seven) days of receiving written notice to do so, the aggrieved party shall be entitled, without prejudice to any other rights or remedies available in law (including the right to claim damages), to:
10.1.1 Terminate the agreement immediately; or 10.1.2 Claim immediate specific performance and the acceleration of all financial obligations due for the remainder of the contract term.
JURISDICTION AND LEGAL PROCEEDINGS
11.1 The Parties consent to the exclusive jurisdiction of the High Court of South Africa, KwaZulu-Natal Division (or the relevant Magistrate’s Court within the province of KwaZulu-Natal having geographical jurisdiction over the dispute) for all legal actions, disputes, or interpretation matters arising directly or indirectly from this Agreement.