Terms and Conditions

INTRODUCTION

These terms and conditions (“Terms”) govern the agreement in respect of all services, processes, deliverables delivered, provided or executed by Meston Group (Pty) Ltd t/a Leadburst Digital (“Leadburst Digital”) to/for you (the “Client”). (“the Agreement”) Any quotations issued by Leadburst Digital to the Client and accepted by the Client shall be deemed to be incorporated into these Terms.

DEFINITIONS

Unless inconsistent with the context, the expressions set forth below shall bear the following meanings:

1. “Client” means, you, the party engaging with Leadburst Digital on any matter, including, for purposes of receiving Services from Leadburst Digital;

2. “CPA” means the Consumer Protection Act 68 of 2008;

3. “Data” means any data, including personal information as defined in the Protection of Personal Information, Act 4 of 2013, the Electronic Communications, Act 25 of 2002 and any other applicable legislation in the jurisdiction where the Services are to be provided, supplied, stored, collected, collated, accessed, retained or processed by Leadburst Digital on behalf of the Client, irrespective of the media or form;

4. “Data Protection Legislation” means the laws relating to data protection in South Africa, including, but not limited to, the Electronic Communication and Transactions Act 25 of 2002, the Consumer Protection Act 68 of 2008 and the Protection of Personal Information Act 4 of 2013;

5. “Data Subject” means any person to whom the specific personal information/Personal Data relates, as contemplated in POPI;

6. “Deliverables” means any deliverable recorded in the Services provided by Leadburst Digital to the Client including any leads, software, programs, creative work, documents, data or other materials developed by Leadburst Digital expressly, specifically and exclusively at the request and instance of for the Client in terms of these Terms of Service;

7. “Leadburst Digital” means Meston Group (Pty) Ltd t/a Leadburst Digital with registration number 2016/216613/07 who carries on business at Unit 1, Tudor Park, 581 Pretoria Road, Fairleads, Benoni.

8. “ECTA” means the Electronic Communication and Transactions Act 25 of 2002;

9. “IP Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets, trade, business and domain names, rights in trade dress or get-up, rights in designs, proposals, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

10. “Parties” means the Client, and Leadburst Digital;

11. “Party” means the Client or Leadburst Digital;

12. “Personal data” means all personal data including, inter alia-

1. 1. Race, sex, gender, sexual orientation, pregnancy, marital status, nationality, ethnic or social origin, colour, age, physical or mental health, well-being, disability, religion, conscience, belief, cultural affiliation, language and birth;

1. 2. Education, medical, financial, criminal or employment history;

1. 3. Names, identity number and/or any other personal identifier, including any number(s), which may uniquely identify a data subject, account or client number, password, pin code, customer or data subject code or number, numeric, alpha, or alphanumeric or configuration of any nature, symbol, e-mail address, domain name or IP address, physical address, cellular phone number, telephone number or other assignment;

1. 4. Blood type, fingerprint or any other biometric information;

1. 5. Personal opinions, views or preferences;

1. 6. Correspondence that is implicitly or expressly of a personal, private or confidential nature (or further correspondence that would reveal the contents of the original correspondence); and

   7. Corporate structure, composition and business operations (in circumstances where the Data Subject is a juristic person) irrespective of whether such information is in the public domain or not.

13. “POPI” means the Protection of Personal Information Act 4 of 2013;

14. “Processing” means the collection, receipt, recording, organisation, collation, storage, updating or modification, testing of, retrieval, alteration, consultation or use;

1. 1. dissemination by means of transmission, distribution or making available in any other form by electronic communications or other means; or

1. 2. merging, linking, blocking, degradation, erasure or destruction; and “Process” has a corresponding meaning.

15. “Project Contract” means the specific services rendered by Leadburst Digital to the Client;

16. “Services” means the performance of the services, functions, responsibilities, and delivery of Deliverables by Leadburst Digital including but not limited to:

1. 1. digital business consulting and advertising;

1. 2. the promotion of the Client’s product and services through online marketing channels including but not limited to lead generation and ecommerce solutions, research and design;

1. 3. Lead Generation Methods;

1. 4. Appointment Setting Methods;

1. 5. Ecommerce Website Solutions; and

1. 6. Ecommerce Marketing Methods.

17. “The Leadburst Digital Material” means any product, software, document, business process, text, artwork, trade mark, branding, logo, slogan, design, still, graphic, video, photograph, sound recording, script, music, picture, proposal, document and/or other data or material of any nature whatsoever, and all right, title and interest therein (including but not limited to, the underlying copyright in any source code or business methodology associated therewith and all other IP Rights therein) which is used, owned, developed and/or created by or for, or licensed to, Leadburst Digital at any time, (including without limitation any of the aforementioned data or material which is created by Leadburst Digital for its own use and/or which existed prior to the execution of any Services.

18. “VAT” means Value-Added Tax.

APPOINTMENT AND DURATION

The Client shall be bound by these Terms the moment you acknowledge acceptance of these Terms and subject to Clause 19, will terminate once Leadburst Digital has delivered the Services to the Client and the Client has paid for such Services in full.

SERVICES

1. Leadburst Digital shall deliver the Services to the Client as listed in the quotation issued by Leadburst Digital to the Client, which quotation has been duly accepted by the Client.

FEES/RATES

1. In consideration for its Services, Leadburst Digital will charge for its Services as per its rates set out in Leadburst Digital’s quotation/s issued to the Client.

2. The Client acknowledges that it accepts Leadburst Digital’s rates.

3. The Client acknowledge that it shall pay Leadburst Digital’s disbursements in respect of advertising the Client’s products and/or services upfront before Leadburt Digital proceeds with their Services.

4. The Client agrees that they shall pay Leadburst Digital per Deliverable generated by Leadburst Digital.

5. The Client acknowledges that Leadburst Digital’s rates exclude VAT, which shall also be payable by the Client to Leadburst Digital.

PAYMENT TERMS

1. Leadburst Digital shall issue an invoice for the services rendered and the Client shall pay the total fee specified upon presentation of the invoice.

2. Should any fees not be paid upon presentation of the invoice unless otherwise agreed to in writing, Leadburst Digital will not release or share any Deliverables. Leadburst Digital retains the right to, including but not limited to, take any social media platform, digital advertising platform or any other digital asset offline and suspend the delivery of the Services for the period the fees remain unpaid;

3. All amounts payable by the Client to Leadburst Digital shall be paid into Leadburst Digital’s banking account or such other account as Leadburst Digital may notify the Client in writing from time to time.

RETAINERS AND/OR ADDITIONAL OUT OF SCOPE PROJECT WORK

1. Subject to the quotation and Services agreed on between the Parties, the Client may be required to provide Leadburst Digital with monthly retainer fees to carry out its Services.

2. Payment of retainer fees by the Client are payable in advance of the Services and payable on presentation of the invoice.

3. Retainer fees shall be reviewed 2 months prior to the expiration of a retainer duration as agreed between Leadburst Digital and the Client.

4. In the event that the Client requires additional Services, beyond the scope of the Project Contract, the additional Services shall be negotiated separately to these Terms and may require an additional quotation or a new Agreement being entered into between the Parties.

FURTHER DISBURSEMENTS/EXPENSES

1. The Client shall compensate Leadburst Digital for all disbursements reasonably incurred and properly vouched by Leadburst Digital in the performance of its duties under these Terms, provided that such disbursements have been pre-approved by the Client in writing. Leadburst Digital shall issue invoices for any such disbursements in arrears in the month in which the disbursement was incurred and Client shall make payment thereof upon presentation of the invoice.

LEADBURST DIGITAL’S OBLIGATIONS

1. Leadburst Digital shall perform the Services for and on behalf of the Client to the highest expertise, skill, ability, know-how and standard possible.

2. Leadburst Digital shall ensure that the Services are supervised by competent and qualified personnel.

3. Leadburst Digital will make sufficient personnel available to the Client between 08h30 to 17h00 (GMT +2) from Monday to Friday, excluding public holidays.

4. Leadburst Digital shall administer and comply with all statutory or other legal provisions relating to the provision of the Services including, without limitation to the CPA, ECT and POPI.

5. Leadburst Digital agrees and undertakes that it shall, at its sole expense, for the duration of the Agreement:

1. 1. refrain from acting in any manner that could adversely affect the Client’s goodwill and reputation;

1. 2. not give any warranty or undertaking, other than with the Client’s express written consent;

1. 3. keep full and proper records pertaining to its obligations arising from the Agreement; and

1. 4. The risk of loss or damage to, and ownership on and to each Deliverable shall only pass to the Client on either, acceptance by the Client of a Deliverable in writing, alternatively, payment by the Client of the Service charges for such Deliverables, whichever occurs first.

CLIENT’S OBLIGATIONS

1. The Client shall for the purpose of facilitating performance by Leadburst Digital of the Services timeously disclose to Leadburst Digital all information which Leadburst Digital requires from time to time to carry out the Services.

2. Unless specified otherwise, the Client shall provide Leadburst Digital with all content, outlines, images or any other required material in the format requested by Leadburst Digital, and complete information necessary for Leadburst Digital to perform or complete the agreed Project Contract and/or Services.

3. The Client acknowledges that the accuracy of the information supplied to Leadburst Digital is the sole responsibility of the Client, and that Leadburst Digital shall not be held responsible and shall not be held liable for the results of Services performed based on inaccurate, incomplete, or untruthful information furnished by the Client.

4. The Client undertakes to respond to any questions, requests, and/or communications from Leadburst Digital within 24 hours of receiving any question, request and/or communication from Leadburst Digital.

LIASON BETWEEN PARTIES

1. The Client shall communicate requests by e-mailing Leadburst Digital’s appointed representative as detailed in Leadburst Digital’s quotation.

2. The Client shall nominate a representative through whom all communications between the Parties shall be directed.

3. Leadburst Digital and the Client may change its representative within 2 week’s written notice to the other Party.

THIRD-PARTY SERVICE PROVIDERS/FREELANCERS

1. Leadburst Digital may use third-party service providers/freelancers to carry out the Services for the Client.

2. The Client agrees to Leadburst Digital’s use of third-party service providers/freelancers.

3. Leadburst Digital may include in their quotations the setup, maintenance and/or cost of such third-party services.

4. Leadburst Digital will not be liable to the Client for any interruption, non-performance or cancellation of the provision by third parties of any such services.

5. The Client waives and abandons any claim they may have of whatsoever nature and howsoever arising out of any act and/or omission of the third-party service providers/freelancers,

6. By agreeing to these Terms, you also acknowledge that you have read the terms and conditions, and privacy policies of our third-party services providers (which the Client can access by clicking the links provided) these include:

1. 1. Google Drive;

   2. Google Sheets;

   3. Google Mail;

   4. Facebook;

   5.  Leadshook;

   6.  WordPress;

   7.  Integrately.

ADVERTISING TERMS

1. As suppliers of Google, Facebook. Twitter and Instagram Advertising, Leadburst Digital are bound by the following terms and the Client agrees to be bound by these terms to:

1. 1. Google Advertising Policies;

   2. Facebook Advertising Policies;

   3. Twitter Advertising Policies;

   4. Instagram Advertising Policies

INTELLECTUAL PROPERTY RIGHTS

1. All copyright, title and interest in and to any document produced, content created, system developed or process designed, devised or modified by Leadburst Digital in the course of performing the Services under this Agreement shall vest exclusively in Leadburst Digital and shall remain so vested during and post termination of this Agreement. All the Client’s Intellectual Property shared with Leadburst Digital during the term of this Agreement will also remain the Client’s property and nothing contained herein should be interpreted as providing transfer thereof to Leadburst Digital.

2. The Leadburst Digital Proprietary Material may not be used with any other product or service without Leadburst Digital’s prior written consent.

3. Leadburst Digital’s trademarks and/or copyrights may not be used in any way that may cause confusion, or in a way that prejudices or discredits Leadburst Digital.

CONFIDENTIALITY AND NON-DISCLOSURE

1. The Parties acknowledge that any information supplied in connection with these Terms or in connection with Leadburst Digital or with each other’s technical, industrial or business affairs which has or may in any way whatsoever be transferred or come into the possession or knowledge of any other of them (“Receiving Party”) may consist of confidential or proprietary data, disclosure of which to or use by third parties might be damaging to the party concerned.

2. The Receiving Party therefore agrees to hold such material and information in the strictest confidence, to prevent any use thereof other than for the purposes of these Terms and to release it only to such properly authorised directors, employees or third parties requiring such information for the purposes of these Terms or the ordinary, proper and bona fide conduct of the affairs of Leadburst Digital.

3. The undertakings and obligations contained in this clause do not apply to information which:

1. 1. is publicly available at the date of disclosure or thereafter becomes publicly available from sources other than the Parties;

1. 2. the Receiving Party demonstrates that it was already in its possession prior to its receipt by or disclosure to such Receiving Party;

1. 3. is required by law or any regulatory authority to be disclosed;

1. 4. after being disclosed to the Receiving Party is disclosed by any other person to the Receiving Party otherwise than in breach of any obligation of confidentiality.

4. The Parties shall take such precautions as may be necessary to maintain the secrecy and confidentiality of such material and information, its shareholders, directors, employees, agents, and/or the directors or employees or agents of any assignee, sub-contractor or distributor or any other person to whom any such confidential or proprietary data may have been or will be disclosed. The Parties shall during the period of this Agreement and in perpetuity thereafter, and regardless of the reason for termination of this Agreement, not use for its own benefit or for the benefit of any other person, or divulge or communicate to any person or persons, except to the extent required by law, any of the confidential information which it may receive or obtain in relation to the other party’s affairs, clients, suppliers and service providers.

5. The Client shall not discuss the merits or demerits of Leadburst Digital with its other suppliers, and Leadburst Digital shall not discuss the merits or demerits of Client with its other clients.

PROTECTION OF PERSONAL INFORMATION (“POPI”)

1. Leadburst Digital will only Process or disclose Personal Data in accordance with applicable laws, in terms of these Terms and in accordance with any written instructions, requirements or specific directions from the Client.

2. Leadburst Digital will ensure that all staff members of Leadburst Digital and any other persons that has access to the Client’s Personal Data are bound by the appropriate legally binding obligations in relation to the Client’s Personal Data.

3. Leadburst Digital will take appropriate, reasonable and technical measures to ensure that the integrity of the Client’s Personal Data in possession or under control of Leadburst Digital is secure and the Client’s Personal Data in possession or under control of Leadburst Digital remains available to the Client as and when the Client needs it.

NOTIFICATION OF PERSONAL DATA SECURITY BREACH

1. Leadburst Digital will notify the Client immediately when upon becoming aware that the Personal Data of a Data Subject has been accessed or acquired by an unauthorised person and take all appropriate steps to limit the compromise of Personal Data and to restore the integrity of the affected information systems as quickly as possible. Leadburst Digital will assist the Client to report all relevant facts relating to the compromise and provide the Client with details of the Personal Data affected by the compromise.

2. If Leadburst Digital or any third-party to which the Personal Data has been disclosed pursuant to these Terms, is required by law, regulation or court order, to disclose or process any Personal Data, Leadburst Digital will advise you thereof prior to disclosure or Processing.

3. Subject to Clauses 12 and 13, Leadburst Digital will not transfer Personal Data provided by the Client outside the Republic of South Africa unless the Client authorises such transfer in writing.

4. On condition that undertakings provided by Leadburst Digital and if content was approved or assumed to have been approved by the Client and was actually implemented, presented, published and/or communicated by Leadburst Digital in such approved format, Leadburst Digital will not be liable for any loss or damage of whatsoever nature and howsoever arising, including but not limited to, loss of profit and direct, indirect, incidental, special or consequential loss or damage, whether arising under contract, delict or otherwise, which may be suffered or incurred by the Client or any third-party as a result of the provision of the Services in terms of these Terms.

5. Both Parties undertake to use Leadburst Digital reasonable endeavours to procure that any of the other’s data operators (as defined in POPI), agents and contractors comply with the Data Protection Legislation and all other applicable data protection legislation and regulations about the performance of the other’s obligations and exercise of their rights under these Terms.

6. Both Parties undertake-

1. 1. to treat the Personal Data as confidential information;
   2. not to use or knowingly permit any third-party to use, or have access to, the Personal Data for any purpose other than as is expressly permitted by these Terms;
   3. that Leadburst Digital will not use Personal Data held by Leadburst Digital pursuant to these Terms for any purpose that is inconsistent with those purposes notified to the relevant Data Subject on or before the time of collection of that Personal Data.

RETENTION AND DESTRUCTION

1. Leadburst Digital will store all Personal Data which it processes for the minimum time periods stipulated by POPI in writing and shall be required to destroy all Personal Data relating to the Data Subject in compliance with the destruction time periods stipulated by POPI.

TERMINATION

1. Subject to Clause 20 below, Leadburst Digital or the Client may terminate the Agreement and or Project/Contract for any reason with one calendar months written notice will all amounts owing to Leadburst Digital becoming immediately due and payable. Retainer fees shall be due in full for the intended month of given notice.

2. Leadburst Digital and/or the Client shall have the right to terminate this Agreement immediately, with all amounts owing becoming immediately due and payable, and without notice, in the following circumstances:

4. if the other party commits any act of insolvency if committed by a natural person, would be an act of insolvency in terms of the Insolvency Act, 24 of 1936, as amended;

5. if the other party is placed under business rescue, curatorship, liquidation or under a winding-up order, whether provisionally or finally, voluntarily or compulsorily;

6. if the other party takes any steps to be wound-up, liquidated or placed under business rescue whether provisionally or finally and whether compulsorily or voluntarily, other than any steps taken by such Party to be wound-up or liquidated pursuant to any bona fide restructuring where such Party remains solvent;

7. if the other party takes any steps to be deregistered in terms of the Companies Act 71 of 2008 (“Companies Act”);

8. if any affected person in relation to the other party, takes any steps in terms of Chapter VI of the Companies Act, and for this purpose “affected person” shall bear the meaning ascribed to this term in section 128(1)(a) of the Companies Act;

9. if the other party is unable to pay its debts;

10. if such party enters into or proposes any composition or arrangement with its creditors generally; and/or

11. if anything, analogous to the foregoing occurs in any applicable jurisdiction, which is not dismissed in 20 (twenty) days.

12. In the event that the Client “frustrates” the progress of the Project Contract then Leadburst Digital will be entitled to give 14 days’ written notice to the Client of the Agreement being terminated. If the Client does not satisfactorily remedy the cause(s) of the frustration, within the 10 (ten) business day notice period, then Leadburst Digital will have the right to terminate the Agreement. Leadburst Digital will invoice the Client for the full value of the Services carried out to-date.

BREACH

1. If a Party (the “Defaulting Party”) commits any material breach of these Terms and fails to remedy such breach within 10 (ten) Business Days, (the “Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (the “Aggrieved Party”) will be entitled, at its option:

1. 1. claim immediate specific performance of all or any of the Defaulting Party’s obligations under these Terms, with or without claiming damages, whether or not such obligation is falling due for performance; or

1. 2. cancel this Agreement as between itself and the Defaulting Party, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the date on which the notice is given. No party shall be entitled to cancel this Agreement unless the breach is a material breach going to the root of this Agreement, and:\

   3. is incapable of being remedied by payment of money; or

   4. if it  is capable of being remedied by a payment of money, the Defaulting Party fails to pay the amount concerned within the Notice Period.

ARBITRATION

1. Should any dispute arise between the Parties (“Dispute”) concerning the interpretation of this Agreement, or which relates to rights or obligations under this Agreement or any matter arising out of this Agreement in respect of a mechanism for the resolution of which is not provided for elsewhere in this Agreement, the Parties shall endeavour to resolve the Dispute by negotiation.

2. This shall entail one of the Parties inviting the other in writing to meet and to attempt to resolve the Dispute within 10 Business Days.

3. If the Dispute has not been resolved by such negotiation within 10 Business Days then the Parties or any one of them shall submit the Dispute to mediation to be administered by the Arbitration Foundation of Southern Africa (“AFSA”), upon such terms as agreed between the Parties and the secretariat of AFSA. The result of the mediation shall be the conclusion of a written settlement between the Parties, countersigned by the mediator, or failing that, a written recommendation by the mediator.

4. The written recommendation of the mediator shall become final and binding within 10 Business Days of delivery thereof to the Parties, unless any of the Parties disputes the mediator’s recommendation by written notice to the other Parties within the aforesaid 10 Business Day period, in which event the Dispute shall be referred to arbitration in accordance with the provisions below.

5. Failing agreement as referred to above or in the event of either of the Parties furnishing a notice of dispute of within 10 Business Days of the mediator’s recommendation as envisaged above, the Dispute shall be submitted to arbitration by either party for final resolution in accordance with the rules of AFSA by an arbitrator appointed by AFSA, whose decision shall be final and binding.

6. Unless otherwise agreed in writing by all the Parties, any such mediation or arbitration shall be held at a venue as agreed between the parties

7. Any written settlement agreement, undisputed mediator’s written recommendation or arbitrator’s award may be made an order of the High Court.

8. Notwithstanding anything to the contrary contained in this clause 18, any party shall be entitled to apply for, and if successful, be granted, an interdict or other interim and/or urgent relief from any competent Court having jurisdiction. For the purposes of this clause and for the purposes of having any settlement, undisputed mediator’s recommendation or arbitrator’s award made an order of Court, each of the Parties hereby submits themselves to the High Court, Durban.

9. An undisputed mediator’s recommendation and an arbitrator’s award shall not be capable of appeal or review and shall be final and binding. In the event that a dispute between the parties is no resolved by negotiation then it shall be resolved by arbitration.

NON-SOLICITATION

1. Unless otherwise agreed in writing between the Parties, no Party shall, for the duration of the Agreement and for a period of 12 (twelve) months after the expiration or termination thereof, for its own benefit or as a representative of, or agent for, any third party, persuade, induce, encourage, procure or solicit (or procure such persuasion, inducement, encouragement, procurement or solicitation) the employees of the other Party to:

   1. terminate his/her employment with the other Party with the intention to provide employment to said employee; or

1. 2. disclose any Intellectual Property of the other Party to any person not authorised by the owner of the Intellectual Property to receive it.

2. Leadburst Digital undertakes either during, or after termination of, this Agreement, not to engage, market to, encourage, induce or otherwise solicit, whether directly or indirectly, any person who, at any time during the duration of this Agreement, was a Customer without the prior written consent of the Client. Notwithstanding the foregoing, Leadburst Digital agrees that all information pertaining to the Client is the Client’s Confidential Information, and therefore any use by Leadburst Digital of such information in a manner not authorised by this Agreement shall constitute a breach by the Leadburst Digital of the provisions of these Terms.

DOMICILIUM AND NOTICES

1. The Client chooses as their domicilia citandi ex executandi for all purposes arising from or pursuant to these Terms as follows:

1. 1. Address:

   2. E-mail:

2. Leadburst Digital chooses as their domicilia citandi ex executandi for all purposes arising from or pursuant to these Terms as follows:

1. 1. Address: Unit 1, Tudor Park, 581 Pretoria Road, Fairleads, Benoni.

   2. E-mail: garry@leadburstdigital.com

3. Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing.

4. A party shall be entitled to change its domicilium address from time to time, by way of written notice to the others specifying its new domicilium address provided always, however, that the new address is within the Republic of South Africa and is not a post office or post restante address.

5. Any notice to a party:

1. 1. sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at its domicilium address shall be deemed to have been received on the 5th Business Day after posting (unless the contrary is proved); and

1. 2. delivered by hand to a responsible person during ordinary business hours at its domicilium address shall be deemed to have been received on the day of delivery.

6. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium address.

LIABILITY

1. Leadburst Digital disclaims all warranties of any kind, whether express or implied in respect of the Services and the Client uses such Services at your own risk.

2. The Client understands and agrees that Leadburst Digital will not be able to guarantee a specific set of results and there is accordingly no warranty as to fitness for purpose.

3. Leadburst Digital will not be liable for any loss or damages arising, whatever the cause, in accordance with these Terms.

4. Should Leadburst Digital be found to be liable to you for a particular act or omission then Leadburst Digital’s liability will be limited to fees already paid by you on the Project Contract forming the subject of the dispute.

INDEMNITY

1. The Client hereby indemnifies Leadburst Digital from any loss, damage (either general, special or consequential), liability, claim, expense, costs or demand which may arise due the Client’s unlawful conduct, wilful misconduct and / or gross negligence.

2. The Client indemnifies and will keep Leadburst Digital indemnified against any claim for infringement of intellectual property rights regarding any information given by the Client to Leadburst Digital and against all costs, expenses and damages Leadburst Digital may incur or become liable for because of such infringement.

3. Leadburst Digital will inform you, in writing, as soon as Leadburst Digital have been made aware of any claim being made or action threatened or brought against Leadburst Digital and will allow the Client, at the Client’s own expense, to continue with any litigation or negotiations that may follow for a settlement of the claim.

FORCE MAJEURE

1. If either Party is prevented or restricted from carrying out all or any of their obligations under these Terms because of a strike, lock-out, fire, explosion, flood, riot, war, accident, act of God, embargo, legislation, shortage or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labours government interference (“the event”), the Party who is affected by this event will be relieved of their obligations under these Terms during the time the event carries on and shall not be liable for any delay or failure in the performance of any obligations under these Terms or loss or damage either general, special or consequential which the other Party may suffer due to the event.

2. Once the event has ended the Party who is affected by the event must give notice to the other Party that such event has ended. Should the event continue for a period of more than 90 (ninety) days, the other Party will be allowed to immediately cancel these Terms.

GENERAL

1. These Terms shall in all respects (including its existence, validity, interpretation, implementation, termination and enforcement) be governed by the laws of South Africa.

2. These Terms constitutes the whole Agreement between the Parties relating to the subject matter hereof and supersedes all other discussions, agreements and/or understandings regarding the subject matter hereof.

3. No amendment or consensual cancellation of these Terms or any provision hereof, and no settlement of any disputes arising out of these Terms, and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provision of these Terms, shall be binding unless first recorded in writing and signed by the Parties.

4. Any provision in these Terms which is or may become illegal, invalid or unenforceable, shall be ineffective to the extent of such prohibition or unenforceability and shall be treated as if it had not been drafted and severed from the balance of these Terms, without invalidating the remaining provisions of these Terms.

5. The rights and obligations in these Terms may not be ceded or assigned without the prior written permission of the Parties.