GREEN GIVEBACK REWARDS PROGRAMME TERMS AND CONDITIONS
[version 050824)
Optimise Unsold Media Space
Exchange Excess Inventory For Social Impact
Turn Vacant Advertising Into Assets
These terms and conditions of the Green Giveback Rewards Programme (“Terms and Conditions”) set out below, apply to each Trade Exchange Agreement entered into between the Parties, pursuant to the Green Giveback Rewards Programme.
All references to “Green Media“, “we“, “us” and “our” in these Terms and Conditions, are deemed to refer to Green Media, a division of Grapevine Creative Media (Pty) Ltd (registration number 2019/537174/07), a limited liability company incorporated in the Republic of South Africa and having its registered address at 73 Bowling Avenue, Morningside Manor, Johannesburg.
All references to “you“, “your” and “Media Owner” (as further defined below) are deemed to refer to the person or entity that registers for our Green Giveback Rewards Programme via the Website.
Any person who, on behalf of any other person or entity, has completed the online registration process and submitted “I Agree” at the end thereof, warrants to Green Media that he/she/it has the necessary authority to do so.
You are only eligible to register for the Green Giveback Rewards Programme if you have entered into a separate Trade Exchange Subscription Agreement (version MO 3 or later) with Green Media, together with these Terms and Conditions when registering for the Rewards Programme.
If you have not entered into such Subscription Agreement with us, your acceptance of these Terms and Conditions is not binding on us in any way.
Important clauses of these Terms and Conditions, which may limit our risk or liability, may constitute an assumption of risk or liability by you, or which impose an obligation on you to indemnify us, or which constitute an acknowledgement of fact by you are reflected in bold. You must pay special attention to these clauses.
These Terms and Conditions include the terms and conditions of the Subscription Agreement, as if specifically set out herein, including the rules of interpretation set out in such Subscription Agreement.
In the event of a conflict between the terms of these Terms and Conditions and terms of the Subscription Agreement, these Terms and Conditions will prevail.
- INTRODUCTION
1.1) Green Media, by means of its Green Giveback Rewards Programme, enables media owners (who wish to participate in such rewards programme) to enter into trade exchange transactions with Green Media to exchange unsold media space, for products, which products are then donated to charities by Green Media on behalf of the media owners, and allowing media owners to earn rewards and bonuses in respect of such donations.
1.2) The Media Owner, by completing the Green Giveback registration process and accepting these Terms and conditions indicates that it wishes to participate in the Green Giveback Rewards Programme, and to conclude related Trade Exchange Agreements. - DEFINITIONS
2.1) Capitalised terms used in these Terms and Conditions, but that are not specifically defined herein shall have the meanings given to them in the Trade Exchange Subscription Agreement entered into between the Parties (and cognate terms shall bear corresponding meanings).2.2) All In the Terms and Conditions, unless the context indicates a contrary intention, the following words and expressions bear the meaning assigned to them and cognate expressions bear corresponding meanings –
2.3) “BEE Consultant” means Paul Ganisch t/a Caird, with identity number 67025129083, or such other BEE consultancy as determined by Green Media from time to time in its sole discretion;
2.4) “BEE Laws” the Broad-Based Black Economic Empowerment Act, No. 53 of 2003, and any rules or regulations or codes of good practice promulgated thereunder, including the Codes of Good Practice on Broad-Based Black Economic Empowerment, of the Republic of South Africa;
2.5) “Charity” means any duly registered Public Benefit Organisation, under the laws of the Republic of South Africa, selected by Green Media (or the Media Owner where agreed by Green Media), to which Green Media will be required to donate the Products (or a portion thereof) as indicated in clause 8 and 9 below, and subject to the provisions of clause 9 below;
2.6) “Exchange Confirmation” means an email addressed to the Media Owner by Green Media, setting out the following details of a trade exchange transaction under this Trade Exchange Agreement:
2.61) A description of the category of Media and related Media Space which will be provided in exchange for the Products donated to a Charity/ies;
2.6.2) The value of the Media Space to be exchanged;
2.6.3) The terms and conditions of the Media Owner which will apply to the consumption of such Media Space;
2.6.4) A description of the Charity/ies to which the Products are to be donated by Green Media on behalf of the Media Owner;
2.6.5) A description of the address at which the Products are to be delivered;
2.6.6) A description of the category of Products to be donated to the Charity/ies;
2.6.7) The value of the Products to be donated; and
2.6.8) The Product specifications and terms and conditions applicable to the supply and use of the Products.2.7) “Flighting Schedule” means a written schedule to this Agreement agreed in writing by both Parties, setting out the further details of the Media Space agreed in terms of Exchange Confirmations, including the flighting dates and times, the duration of the flighting, the content to be flighted and such other details as the Parties deem necessary, as further set out in this Trade Exchange Agreement;
2.8) “Fund Provider” means Chartered Wealth Solutions (Pty) Ltd (a registered financial services provider in the Republic of South Africa), with registration number 1997/011199/07 and FSP Number13909, or such other fund provider as determined by Green Media in its sole discretion from time to time;
2.9) “Holiday Package Provider” means Flight Centre Travel Group (Pty) Ltd 1994/000253/07 or such other holiday package provider as determine from time to time by Green Media in its sole discretion;
2.10) “Media” for purposes of these Terms and Conditions means the television or radio airspace, out of home advertising media and/or online (print and/or digital online publications) media of the Media Owner, to which the Media Space pertains, as set out in each Exchange Confirmation;
2.11) “Media Owner” means the entity defined as such above, which represents that it is the owner of Media channels and Media Space, that may be used for advertising purposes (or has acquired Media Space from the owner of the Media channel and has the right to place advertisements without the further consent of the owner of the Media channel), and which has the right to enter into Trade Exchange Agreements in terms of the Rewards Programme;
2.12) “Media Space” means the rights to flight Content in the Media, which rights Green Media will acquire from the Media Owner in terms of this Trade Exchange Agreement, and which Green Media may provide to brand owners in terms of further trade exchange transactions;
2.13) “Products” means personal care, food stuffs (FMCG), and such other products as described in the Exchange Confirmation, which are acquired by Green Media from various brand owners in terms of trade exchange transactions, and that are to be supplied by Green Media to the applicable Charity on behalf of the Media Owner, in exchange for Media Space provided to Green Media in terms of this Trade Exchange Transactions pursuant to the Rewards Programme;
2.13.1) “Property Company” means Balwin Properties Limited 2003/028851/06 or such other property as determined by Green Media from time to time in its sole discretion;
2.13.2) “Rewards Programme” means Green Media’s Green Giveback Rewards Programme, which is offered by Geen Media to Media Owners who have entered into this Subscription Agreement, providing the Media Owner with the ability to exchange its unsold Media Space for donations of Products to charity on its behalf by Green Media, and thereby becoming eligible to receive rewards and a bonus, subject to the terms and condition of the Green Giveback Rewards Programme;
2.13.3) “Social Media Platform” means Facebook, Instagram, LinkedIn, TickTock, X and any other social media platform as determined by Green Media, in its reasonable discretion, from time to time;
2.13.4) “Subscription Agreement” means the terms and conditions of the Trade Exchange Subscription Agreement (version MO 3) entered into between Green Media and the Media Owner, which governs the Media Owner’s subscription to the Platform;
2.13.5) “Territory” means the Republic of South Africa;
2.13.6) “Trade Exchange Agreement” means, in respect of each Trade Exchange Transaction entered into between the Parties pursuant to Green Media’s Rewards Programme:
(a) these Terms and Conditions (as incorporating the terms of the Subscription Agreement);
(b) each Exchange Confirmation concluded between the Parties; and
(c) each Flighting Schedule concluded between the Parties pursuant to the applicable Exchange Confirmation, in respect of an exchange of a certain value of Products (provided by Green Media and donated to the Charity(ies) on behalf of the Media Owner), for Media Space provided by Media Owners;
2.13.7) “Vehicle Dealership” means the vehicle dealership as determined by Green Media from time to time in its sole discretion and communicated to the Media Owner;
12.13.8) “Website” means www.greengiveback.com, and all web pages found thereon, the use of which is, in addition to the provisions of these Terms and Conditions, subject to the terms and conditions of use of the Website. - ACCESS TO THE REWARDS PROGRAMME
3.1) We will only provide you with access to the Rewards Programme, if you have completed the online registration form and have selected and submitted “I Agree” at the end of the online registration process on the Website, to indicate your acceptance of these Terms and Conditions as well as the Subscription Agreement. If you do not agree to these Terms and Conditions, as well as the Subscription Agreement you will not have access to the Rewards Programme.3.2) When you first subscribe to the Rewards Programme you will be able to provide us with information regarding the Media Space that you offer in exchange for Products to be provided to Charity by us on your behalf.
3.3) By entering into these Terms and Conditions, you consent to us using your contact details provided during registration to contact you to further ascertain your requirements and/or business needs in relation to potential Trade Exchange Transactions that you wish to enter into.
3.4) You will be required to provide us with written confirmation that the person who entered into these Terms and Conditions on your behalf was duly authorised to do so, within 1 (one) Business Day of receipt of our request in this regard.
3.5) Without in any way detracting from the remaining provisions of these Terms and Conditions, Green Media shall be entitled to conduct a preliminary workshop and/or assessment of the Media Owner, including whether the Rewards Programme has the potential to fulfil the Media Owner’s business requirements or needs, within a period of 7 (seven) Business Days of the Media Owner entering into these Terms and Conditions with Green Media. Where Green Media reasonably determines that the Media Owner, or its business needs is/are not suited to the Rewards Programme, it shall be entitled to exercise its termination right in terms of clause 21.5 below. Green Media may, acting reasonably, decline or cease to provide the Rewards Programme, at any time upon written notice to you, including where Green Media may suffer reputational harm, or where the Media Owner has breached the terms of any Trade Exchange Agreement concluded pursuant to the Rewards Programme and such breach has not been remedied.
3.6) By entering into these Terms and Conditions you agree to be bound by the terms and conditions set out herein, regardless of whether the activities contemplated herein culminate in the finalisation or execution of any Trade Exchange Agreements entered into pursuant to the Rewards Programme. For purposes of clarity, however, neither Party will be obligated to enter into any Trade Exchange Transactions merely by virtue of these Terms and Conditions and the Parties will negotiate and agree each Trade Exchange Transaction which is entered into in terms hereof. Each Trade Exchange Transaction that is entered into hereunder, will be subject to the terms of the applicable Trade Exchange Agreement.
3.7) You are required to provide to Green Media the names and designation of the persons who are authorised to execute Trade Exchange Agreements, Exchange Confirmation and conclude Flighting Schedules in respect of Rewards Programme Trade Exchange Transactions, upon written request by Green Media and shall immediately advise Green Media if these details change, however Green Media shall be entitled to accept that the person who has entered into these Terms and Conditions on behalf of the Media Owner is so authorised, as well as any other representative of the Media Owner who contacts Green Media in relation to a prospective Trade Exchange Transaction.
- DURATION
4.1) The Media Owner will be entitled to participate in the Rewards Programme for a period of 12 (twelve) months after having registered for such Rewards Programme and accepting these Terms and Conditions. During such period the Media Owner will be entitled to enter into Exchange Confirmations in order to achieve the bonus and the applicable rewards for the tier selected by it upon registration.4.2) Each Trade Exchange Agreement entered into between the Parties pursuant to the Rewards Programme shall be effective from the date of acceptance by the Media Owner of the applicable Exchange Confirmation and shall endure for a period of 12 (twelve) months, or until all obligations of the Parties under the Trade Exchange Agreement have been fulfilled, including in respect of the supply of:
4.2.1) The Media Space (to the value as set out in clause 5.1 below), by the Media Owner to Green Media, and the flighting of Content in the applicable Media to which the Media Space applies, in terms of Flighting Schedules concluded hereunder; and
4.2.2) Products (to the value as set out in clause 5.1 below for the applicable tier), by the Green Media to the applicable Charity/ies, whichever occurs last, unless the Trade Exchange Agreement is terminated earlier in accordance with its terms.
4.2.3) Where no Exchange Confirmation has been entered into between the Parties at any time for a period of 6 (six) months or longer, Green Media will be entitled to issue you with a notice of inactivity and if no Exchange Confirmations have been concluded within a further 30 (thirty) day period, then Green Media will be entitled to terminate your subscription to the Rewards Programme immediately upon written notice to you and these Terms and Conditions will no longer apply between us.
4.2.4) Green Media may from time to time change the tiers available for selection and the content of such tiers and in such cases, will display amended Terms and Conditions during the online Rewards Programme registration process. You are not entitled to re-register for such amended Rewards Programme offering. Should you attempt to re-register for such amended Rewards Programme offering then this will not supersede the previous Rewards Programme Terms and Conditions accepted by you, which will continue and your second registration will not be valid, unless the 12 (twelve) month period referred to in clause 4.1 has expired and you are entitled to register for the Rewards Programme again. - REWARDS PROGRAMME TIERS AND SELECTION
5.1) The Rewards Programme provides any or all of the following options to media owners in respect of Trade Exchange Transactions concluded pursuant to the Rewards Programme (depending on the Rewards Programme tier selection and the content of each tier, displayed to the Media Owner during the online Rewards Programme registration process), subject to the remaining provisions of this clause 5 and clauses 6 and 7 below:
Rewards Programme Tier | Value of Media Space to be provided by Media Owner | Value of Products to be donated to Charity | Rewards | Bonus |
|---|---|---|---|---|
Lightest Green | R2,687,000 | R1,075,000 | – Earn up to BEEE points
– Up to 12 Social Media posts (posts deemed to be valued at R2,500 each), or other press overage, (proportionately to each exchange) | – R100,000 Sandton City Shopping Spree
– UK Holiday for 2 persons valued at R100,000 – R100,000 contribution to a Chartered Wealth fund |
Light Green | R5,350,000 | R2,140,000 | – Earn up to BEEE points
– Up to 25 Social Media posts (posts deemed to be valued at R2,500 each), or other press overage, (proportionately to each exchange) | – 2025 Renault Kwid
– Australia Holiday for 2 persons valued at R200,000; or R200,000 contribution to a Chartered Wealth fund. |
Green | R8,000,000 | R3,200,000 | – Earn up to BEEE points
– Up to 50 Social Media posts (posts deemed to be valued at R2,500 each), or other press coverage (proportionately to each exchange). | – 2025 Nissan Magnite; or
– Bali holiday for 2 persons valued at R230,000; or – R300,000 contribution to a Chartered Wealth fund |
Greener | R16 000 000 | R6,000,000 | – Earn up to BEEE points
– Up to 100 Social Media posts (posts deemed to be valued at R2,500 each), or other press overage, (proportionately to each exchange) | – 2025 Toyota Corolla Cross Hybrid; or
– Paris holiday for 4 persons, valued at R600 000; or – R600 000 contribution to a Chartered Wealth fund |
Greenest | R35 000 000 | R13,500,000 | – Earn up to BEEE points
– Up to 500 Social Media posts (posts deemed to be valued at R2,500 each), or other press overage, (proportionately to each exchange) | – House to the value of R1 300 000; or – 2025 Toyota Land Cruiser; or – R1,300,000 contribution to a Chartered Wealth fund |
5.2)Upon registration for the Rewards Programme, you have selected the applicable Rewards Programme tier that you wish to participate in, and you acknowledge and agree that not all tiers shown in the table above may be available at the time of registration. In event of a conflict between the wording displayed for the applicable tier during the registration process and the wording of the table at clause 5.1 above, the wording of the table above will prevail in respect of the selected tier.
5.3) You will be entitled to downgrade to a lower Rewards Programme tier (if a lower tier was available at the time of registration) not more than once after your initial selection upon registration, upon providing us with not less than 48 (forty–eight) hours prior written notice, however, you will not be entitled to upgrade to a higher tier after your initial selection.
5.4) In order to participate in the Rewards Programme, you are required to conclude Exchange Confirmations with us in respect of Trade Exchange Transactions to provide us with Media Space and in exchange, we will donate the proportionate number of Products to Charity(ies) on your behalf, in accordance with the Rewards Programme tier selected by you. Exchange Confirmations may be concluded incrementally until the required value of Media Space for the applicable tier is provided to Green Media.
5.5) For purposes of clarity:
5.5.1) The Media Owner will not be required to complete a specific number of Trade Exchange Transactions of Media Space for donations of Products by Green Media to Charity(ies) pursuant to the Rewards Programme, however the Media Owner will only be eligible to receive the bonus indicated in the table at clause 5.1 above, upon the Parties having concluded Exchange Confirmations for the full value of the Media Space indicated in such table above. The Media Owner will accordingly be entitled to decline Products for purposes of a particular donation, however, where the Media Owner does not approve sufficient Product donations, the Media Owner will not qualify for the bonus; and
5.5.2) Green Media will not be obligated to enter into any or any particular number of Exchange Confirmations with the Media Owner, including where it does not find the Media Space of the Media Owner offered by the Media Owner for trade exchange transactions to be appropriate for its business purposes.
5.6) Green Media will, once per quarter, provide the Media Owner with a statement indicating the donation of Products and supply of Media Space that has occurred in terms of Exchange Confirmations, as at the statement date, and the remaining values of Products and Media Space to be exchanged in terms of Exchange Confirmations, in order for the Media Owner to be eligible for the bonus specified in clause 5.1.
5.7) The Media Owner acknowledges and agrees that Green Media does not provide any advice or recommendations (including in relation to tax), professional or otherwise in relation to the rewards and/or bonuses provided to the Media Owner pursuant to the Rewards Programme and does not represent itself as an expert in any field related to such rewards and/or bonuses provided. Green Media does not recommend the use of the Property Company, the BEE Consultant, Vehicle Dealership, the Holiday Package Provider and/or the Fund Provider in any way, or represent the aforementioned entities as experts and the advice and recommendations provided by the aforementioned entities is obtained and utilised at the sole risk of the Media Owner.
6. TERMS APPLICABLE TO REWARDS
6.1) BEE Points
6.2) Rewards comprising points under BEE Laws, which the Media Owner will receive incrementally as a result of the Products donated by Green Media on behalf of the Media Owner to the applicable Charity and will be determined in accordance with and subject to such BEE Laws and regulations of South Africa.
6.3) The Media Owner will be entitled to receive one free consultation of 1 (one) hour with Caird Consultants in order to determine the number of BEE points that will be received, and to receive guidance in relation to the acquisition of such BEE points. Such consultation and all other interactions between the Media Owner and Caird Consultants will be subject to the terms and conditions of Caird Consultants and Green Media will not be liable in any respect to the Media Owner in respect of any advice received and/or decisions made by the Media Owner based on such advice received from Caird Consultants.
6.4) The vesting of BEE points will be determined by applicable BEE Laws and may vest annually either before the financial year end of the Media Owner, or as otherwise indicated by BBE Laws and the relevant and authorised professional BEE body responsible in terms of applicable BEE Laws.
6.5) Where Green Media has delivered the Products to the applicable Charity(ies), Green Media will procure that the Charity(ies) issue(s) a BEE affidavit listing the Media Owner as the donor of the Products, as well as thank you letter indicating the value of the donation. Where the Media Owner has elected to deliver the Products to the Charity(ies) itself, then the Media Owner will be responsible for obtaining the applicable affidavit and thank letter, itself.
6.6) Social Media Posts and Press Coverage
6.6.1) Rewards comprising social media posts, will be posts on any Social Media Platform as determined by Green Media, up to the number of posts specified for the applicable Rewards Programme tier selected by you.
6.6.2) The posts may be on Green Media’s social media profiles or, where agreed between the Parties, Green Media will post to your social media platforms (using the posting tool selected by Green Media), in which case you are required to provide the necessary access in order for Green Media to attend to such posts.
6.6.3) The Media Owner acknowledges and agrees that each item of content posted to a Social Media Platform will consume one post comprising the social media rewards for the particular Rewards Programme tier selected.
6.6.4) The content of such posts will focus on the donation of products to charity by you. You will be entitled to approve such content per Social Media Platform, once created by Green Media and communicated to you. In the event that you do not co-operate with Green Media in the approval of the content for such posts:
6.6.4.1) By providing your approval or rejection thereof within 3 (three) business days of such content being provided to you; and/or
6.6.4.2) Your rejection of the social media posts created by Green Media is not reasonable and/or occurs on more than 2 (two) occasions per Social Media Platform or category of social media post and/or you fail to respond to Green Media within 48 (forty-eight) hours of the content of the post being provided to you by Green Media, then Green Media is released from its obligations to provide the social media posts for the applicable Exchange Confirmation.
6.6.5) The Parties agree that Green Media will be entitled to vary the images, as well as the look and feel of the content from time to time to keep it current and this will not be a breach by Green Media of its obligations in relation to such social media posts.
6.6.6)Social Media posts will be attended to by Green Media incrementally and proportionately (according to the specified ratio of the value of Products to the value of the number of posts for the applicable Rewards Programme tier selected).
6.6.7) Any press coverage other than social media posts to be provided, will be as agreed between the Parties from time to time.
7. TERMS APPLICABLE TO BONUSES
7.1) General
The bonus which the Media Owner is entitled to receive for the applicable Rewards Programme tier selected, are specified in the alternative in the table at clause 5.1 above and the Media Owner will only be entitled to receive 1 (one) of the bonuses specified. The bonus that the Media Owner will receive, will be as determined by Green Media in its sole discretion, and the Media Owner will not be entitled to select which bonus it receives.
7.2) Vehicles
7.2.1) Where Green Media has determined that the bonus to be received by the Media Owner is a motor vehicle, the provisions of this clause 7.2 will apply.
7.2.2) The vehicle will be a new car of the type specified in the table at clause 5.1 above for the selected tier, as designated by the Vehicle Dealership. The exact specifications of the vehicle will be determined by Green Media subject to the inventory of the Vehicle Dealership available at the time that the bonus threshold is achieved by the Media Owner.
7.2.3) In order to receive the vehicle, the Media Owner will be required to enter into an agreement directly with the Vehicle Dealership, however Green Media will settle the purchase price of the vehicle.
7.2.4)The Media Owner acknowledges and agrees that the purchase of the vehicle, the use thereof and all matters pertaining thereto, will be regulated by means of the agreement between the Media Owner and Vehicle Dealership, and Green Media will not be liable under any circumstances in respect of the purchase and/or use of such vehicle and/or any matters pertaining thereto, which is undertaken at the sole risk of the Media Owner. Accordingly, the settlement of the purchase price of the vehicle fulfils Green Media’s obligations in regard to this bonus type and Green Media will not be liable for any act or omission of the Vehicle Dealership and/or any other person, and/or any claims, damages, injury, costs, losses, expenses or liability incurred by the Media Owner or any other person in relation to the purchase and/or use of such vehicle, including any person/s to whom the Media Owner makes such house available.
7.3) House
7.3.1) Where Green Media has determined that the bonus to be received by the Media Owner for tier 3 (Greenest) is a house the provisions of this clause 7.3 will apply.
7.3.2) The house will be provided by the Property Company, subject to its inventory available at the time that the bonus threshold is achieved by the Media Owner.
7.3.3) The house may be located anywhere in South Africa. The Media Owner can indicate its preference as to the location of the house, however this will not be binding on Green Media.
7.3.4) The value of the house will be R1,300,000 (which amount will be inclusive of all transfer duties and other transfer fees payable in the ordinary course).
7.3.5) On order to receive the house, the Media Owner will be required to enter into an agreement of sale directly with the Property Company, and Green Media will contribute the amount of R1,300,000 to the purchase price and transfer duties and transfer fees payable.
7.3.6) The Media Owner acknowledges and agrees that the purchase of the house, the use thereof and all matters pertaining thereto, will be regulated by means of the agreement between the Media Owner and Property Company, and Green Media will not be liable under any circumstances in respect of the purchase and/or use of such house and/or any matters pertaining thereto, which is undertaken at the sole risk of the Media Owner. Accordingly, the funding provided by Green Media towards the house fulfils Green Media’s obligations in regard to this bonus type and Green Media will not be liable for any act or omission of the Property Company and/or any other person, and/or any claims, damages, injury, costs, losses, expenses or liability incurred by the Media Owner or any other person in relation to the purchase and/or use of such house, including any person/s to whom the Media Owner makes such house available.
7.4) Holidays
7.4.1) Where Green Media has determined that the bonus to be received by the Media Owner is a holiday, then the terms of the applicable Holiday Package Provider will apply as communicated to the Media Owner by Green Media, including any restrictions and conditions set out therein.
7.4.2) Green Media will determine the applicable Holiday Package Provider, as well as which of the packages made available by such provider will apply for the selected tier, which will be subject to the inventory of the Holiday Package Provider which is available at the time that the bonus threshold is achieved by the Media Owner.
7.4.3) The Media Owner will be required to accept the terms and conditions of and/or enter into such agreement as determined by the applicable Holiday Package Provider, in order to receive the bonus.
7.4.4) The Media Owner acknowledges and agrees that any further utilisation of the holiday package and all matters pertaining thereto, will be regulated by means of the agreement between the Media Owner and Holiday Package Provider, and Green Media will not be liable under any circumstances in respect of the use of such holiday package and/or any matters pertaining thereto, which is undertaken at the sole risk of the Media Owner. Accordingly, the funding provided by Green Media towards the holiday package fulfils Green Media’s obligations in regard to this bonus type and Green Media will not be liable for any act or omission of the Holiday Package Provider or any other person, and/or any claims, damages, injury, costs, losses, expenses or liability incurred by the Media Owner or any other person, in including a person/s to whom the Media Owner makes such holiday package available.
7.5) Fund Contributions
7.5.1) Where Green Media has determined that the bonus to be received by the Media Owner is a fund contribution, Green Media will contribute the specified amount for the selected tier to the fund selected by the Media Owner in accordance with the provisions of this clause 7.5.
7.5.2) The Media Owner acknowledges and agrees that in order to receive the fund contribution bonus referred in clause 5.1 above, it will be required to engage with the Fund Provider, to select one of the funds which the Fund Provider has available at the time (as determined by the Fund Provider in its sole discretion) and which is determined by the Fund Provider to be appropriate for the purposes of the Media Owner and the applicable amount to be funded by Green Media.
7.5.3) The Media Owner will be required to enter into any agreement with the Fund Provider and to sign such documentation and/or accept such terms and conditions, as required by the Fund Provider, in order to applicable fund contribution.
7.5.4) The Media Owner acknowledges and agrees that any further utilisation of the fund and/or the fund contribution and all matters pertaining thereto, will be regulated by means of the agreement between the Media Owner and the Fund Provider, and Green Media will not be liable in respect of the use and/or provision of such fund and/or fund contribution. Accordingly, the funding contribution by Green Media in this regard is done at the sole risk of the Media Owner, and Green Media will not be liable for any act or omission of the Fund Provider or any other person, and/or any claims, damages, injury, costs, losses, expenses or liability incurred by the Media Owner or any other person, including a person/s to whom the Media Owner makes such fund available.
7.5.5) Green Media will be deemed to have fulfilled all its obligations in terms of these Terms and Conditions in relation to the bonus, in circumstances where the Media Owner has failed to reach agreement with the Fund Provider in respect of a particular fund and/or has failed to enter into the necessary documentation and/or agreements with the Fund Provider within a period of 90 (ninety) Business Days after the Media Owner has become eligible for such bonus.
8. SELECTION OF CHARITIES
8.1) Green Media will select any duly registered Charity in the Republic of South Africa, as the Charity to which Green Media will deliver the Products and such Charity will be specified in the applicable Exchange Confirmation.
8.2) In certain instances, where requested by the Media Owner, Green Media may allow the Media Owner to select any duly registered Charity in the Republic of South Africa, as the Charity to which Green Media is required to provide the Products, subject to the provisions of clause 8.3 below and upon approval by Green Media, such Charity will be specified in the applicable Exchange Confirmation.
8.3) Green Media will be entitled to assess the Charity requested by the Media Owner, to ensure that it meets the standards of the Rewards Programme, including that it is duly registered and qualifies as a Public Benefit Organisation, under South African law. Where Green Media is not satisfied pursuant to its assessment that the Charity selected by the Media Owner meets the standards of the Rewards Programme and/or the requirements of applicable law, then Green Media will be entitled to select an alternative Charity (to which the Products will be donated on behalf of the Media Owner), and such Charity will be specified in the Exchange Confirmation.
9. DONATION OF PRODUCTS TO CHARITY
9.1) All Products provided by Green Media to Charities on behalf of the Media Owner, shall be supplied in accordance with and subject to the terms and conditions applicable to the Products (Brand Owner Standard Terms) as referred to in the Exchange Confirmation, which terms and conditions will be provided to the applicable Charity.
9.2) The Media Owner acknowledges and agrees that it will not be entitled to specify or demand that any particular type or quantity of Products be donated to the applicable Charity by Green Media, however the Products donated will confirm to the general description and will be of the value specified in the Exchange Confirmation.
9.3) Where a Charity (as specified in the Exchange Confirmation) rejects the Products to be donated to it by Green Media on behalf of the Media Owner, then Green Media will be entitled to propose alternative Products for such Charity of the same value, or Green Media will be entitled to select an alternative Charity to receive the donation, and upon delivery of the alternative Products or the donation of the Products to such alternative Charity, Green Media will be deemed to have fulfilled its obligations under the applicable Exchange Confirmation.
9.4) Where a Media Owner wishes to deliver the Products to the Charity itself, as contemplated in clause 9.2 below, then the Media Owner will bear full responsiblity for ensuring that such Products are indeed donated to the Charity in question and Green Media will have fulfilled its obligations to the Media Owner in respect of the donation of such products on behalf of the Media Owner, upon delivery to the Media Owner in terms of clause 10 below. In such cases, the Media Owner will provide Green Media with written proof, to the reasonable satisfaction of Green Media, that such Products were duly donated to the applicable Charity, upon request by Green Media.
10. DELIVERY OF PRODUCTS TO CHARITIES
10.1) Green Media will deliver or will procure the delivery of the Products to the Charity selected by Green Media (or the Media Owner, where agreed by Green Media) on behalf of the Media Owner, subject to the provisions of clause 10.2 below.
10.2) The Media Owner will be entitled to request that Green Media deliver the products to the Media Owner instead of the Charity, in order for the Media Owner to deliver the Products to the Charity itself. In such cases this will be agreed in terms of the Exchange Confirmation and the address of the Media Owner will accordingly be the delivery address specified in the Exchange Confirmation.
10.3) Green Media will be responsible for all costs of delivery of the Products to the premises of the Charity selected by Green Media, or the premises of the Media Owner (where this has been agreed) as specified in the Exchange Confirmation, provided that such premises is in Gauteng Province and within 50km from the address of Green Media or the entity whom Green Media as procured to deliver the Products. Where the premises is further than a 50 km from Green Media’s premises (or the entity delivering the Products) then the Media Owner will be responsible for the costs of delivery of the Products to the Media Owner (where applicable), or the Charity selected by the Media Owner.
10.4) The Media Owner will adhere to the delivery terms as set out in clause 10.7 below where the Products are to be delivered to the Media Owner and not directly to the Charity.
10.5) Where the Products are to be delivered to the Charity, the time and date of delivery of the Products will be as arranged with the Charity, however Green Media will use its reasonable endeavours to ensure that such delivery takes places not later than within 15 (fifteen) Business Days from the conclusion of the applicable Exchange Confirmation.
10.6) Where a Charity does not co-operate with Green Media in respect of the delivery of the Products and Green Media has a failed delivery on more than one occasion, then Green Media will be entitled to select another Charity to deliver the Products to and by such delivery will be deemed to have fulfilled its obligations to the Media Owner in respect of the applicable Exchange Confirmation.
10.7) The Media Owner will be required to comply with the following terms in respect of the delivery and receipt of the Products, where the Media Owner has elected that the Products be delivered to the Media Owner by Green Media, such that the Media Owner may deliver the Products to the Charity itself:
10.7.1) Upon receiving the delivery date from Green Media, the Media Owner will notify Green Media in writing of any changes in address or contact person, if such details have changed and will provide any reasonable delivery instructions.
10.7.2) When receiving the Products, the Media Owner will check, count, and sign the Green Media delivery note.
10.7.3) The signature of the Media Owner representative on the Green Media delivery note indicates that the Media Owner has checked and verified that all listed Products are correct and undamaged.
10.7.4) Products received and accepted but not yet counted should be signed off as “RECEIVED BUT NOT COUNTED.”
10.7.5) If Products are received but not counted, the Media Owner is required to perform a count within 72 (seventy-two) hours of receiving them.
10.7.6) Any shortages in Product stock must be reported to Louise Brand at: brand@grapevine.co.za (or such other person as notified by Green Media), within the required 72-hour period.
10.7.7) Green Media will deliver any short stock in respect of the Products delivered, subject to the provisions of the Subscription Agreement.
10.7.8) If no short stock is reported in respect of the Products within the specified time frame, Green Media will consider the delivery as verified and correct as per the Green Media delivery note.
11. PASSING OF RISK AND OWNERSHIP
11.1) Ownership and risk in and to the Products supplied to Charities in terms of each Trade Exchange Transaction pursuant to the Rewards Programme shall pass to the Charity (or the Media Owner, where delivered to the Media Owner) upon delivery at the delivery address specified in the Exchange Confirmation.
11.2) Green Media will have in place adequate insurance to cover the risk of loss and/or damage to the Products until the Products are delivered to the delivery address agreed in terms of the Exchange Confirmation, unless the Media Owner is arranging for delivery or paying for the delivery costs due to the delivery taking place outside of the radius specified in clause 10.3 above, which case the Media Owner will be responsible for such insurance and the costs thereof.
12. DEFECTIVE PRODUCTS
The following will apply in respect of defective Products delivered by Green Media:
Return of Defective Products | Replacement of Defective Products | Arrangements and Costs of Return of Defective Products | Arrangements and Costs of Replacement of Defective Products |
|---|---|---|---|
The Charity (or Media Owner where delivered to the Media Owner) will be entitled to: (a) Reject Products immediately on delivery where it is apparent that such products do not comply with the terms of the applicable Trade Exchange Agreement; or (b) Return Products which fail to confirm to the Product specifications referred to in the Exchange Confirmation (“Defective Products”) to Green Media, and will be required to notify Green Media within 72 hours of initial delivery of the Products. | Green Media will rectify any Product non-compliance and replace any Defective Products with Products which comply with the Product specifications referred to in the Exchange Confirmation, at no cost to the Charity and/or Media Owner, provided that the Charity (or the Media Owner where delivered to the Media Owner) has notified Green Media within 72 hours of initial delivery of the Products and provided further that the defects in or damages to the Products were not caused by an act or omission of the Charity, the Media Owner or their staff. | Green Media will attend to the arrangements for the return of the Defective Products to Green Media, and the costs of the return of such Defective Products, including transport costs, will be for the account of Green Media, provided that the defects in, or damages to, the Products were not caused by an act or omission of the Charity, the Media Owner or their staff. | Green Media will attend to provide replacement Products to the Charity (or the Media Owner where delivered initially to the Media Owner) and such Products will be delivered to the designated address set out in the Exchange Confirmation at the cost and expense of Green Media, within 15 Business Days of the initial notification provided by the Charity (or the Media Owner) to Green Media in respect of the Defective Products, provided that the defects in or damages to the Products were not caused by an act or omission of the Charity, the Media Owner or their staff. |
13. DESCRIPTION OF EXCHANGE PROCESS
13.1) In order to complete Trade Exchange Transactions pursuant to the Rewards Programme and achieve the rewards and bonus for the selected tier, the Parties will adhere to the following process:
13.1.1) Green Media will from time to time advise the Media Owner of the Products that it has available for donation in terms of a Trade Exchange Transaction/s. Similarly, the Media Owner will advise Green Media from time to time of the Media Space that it has available for such Trade Exchange Transaction/s;
13.1.2) Trade Exchange Transactions of Media Space for donated Products may occur incrementally throughout the duration of this Trade Exchange Agreement until the total value of Products and Media Space referred to in clause 5.1 above has been provided by the Parties respectively, pursuant to Exchange Confirmations (as referred to in clause 13.1.4 below) entered into between the Parties;
13.1.3) Each Trade Exchange Transaction will occur in the same proportion of Media Space to Products, as set out in the table at clause 5.1 above;
13.1.4) The Parties will co-operate to reach agreement in respect of each Trade Exchange Transaction and once an agreement has been reached, in respect of the value of Products to Media Space to be exchange for purposes of that increment, this will be recorded by means of the Parties entering into an Exchange Confirmation. Green Media will issue via email to the Media Owner an Exchange Confirmation and upon the Media Owner responding to Green Media with its acceptance of the Exchange Confirmation via email, such Exchange Confirmation will be become binding between the Parties and form part of the Trade Exchange Agreement regulating such Trade Exchange Transaction;
13.1.5) Upon the conclusion of each Exchange Confirmation Green Media will attend to the delivery of the required volume and type of Products to the applicable Charity/ies in accordance with clause 10 above; and
13.1.6) The Media Owner will be obligated to co-operate with Green Media to finalise details of Flighting Schedules and to enter into such Flighting Schedules with Green Media, in respect of its consumption of the Media Space referred to in the Exchange Confirmation, in accordance the provisions of clause 14 below.
13.2) Green Media will at any time be entitled to require that Exchange Confirmations be concluded by means of the Parties wet signing a written Exchange Confirmation and not by way of an exchange of emails.
13.3) For purposes of clarity:
13.3.1) The Media Owner will not be required to complete a specific number of trade exchange transactions of Media Space for donations of Products by Green Media to Charities in terms of these Terms and Conditions, however the Media Owner will only be eligible to receive (i) the rewards, incrementally as Exchange Confirmations are concluded and (ii) the bonus indicated in the table at clause 5.1 above, upon the Parties having concluded Exchange Confirmations for the full value of the Media Space indicated in such table above. The Media Owner will accordingly be entitled to decline Products for purposes of a particular donation, however, where the Media Owner does not approve sufficient or any Product donations during the Term, the Media Owner will not qualify for the bonus; and
13.3.2) Green Media will not be obligated to enter into any or any particular number of Exchange Confirmations with the Media Owner, including where it does not find the Media Space of the Media Owner offered by the Media Owner for trade exchange transactions to be appropriate for its business purposes.
13.4) Green Media will, once per quarter, provide the Media Owner with a statement indicating the donation of Products and supply of Media Space that has occurred in terms of Exchange Confirmations, as at the statement date, rewards earned and the remaining values of Products and Media Space to be exchanged in terms of Exchange Confirmations, in order for the Media Owner to be eligible for the bonus specified in clause 5.1.
14 FLIGHTING SCHEDULES
14.1) Subsequent to the Parties having agreed an Exchange Confirmation/s for each Trade Exchange Transaction, Green Media will be entitled to consume the Media Space procured from the Media Owner, by means of entering into one or more Flighting Schedules with the Media Owner, in accordance with the process set out in this clause 14.
14.2) The Flighting Schedules will set out the following further details in respect of the flighting/display of the Content (whether Content of Green Media or Content of third parties to whom Green Media as distributed such Media Space) in the applicable Media to which the Media Space pertains:
14.2.1) The exact Media Space and quantity of Media Space;
14.2.2) The campaign and/or Content of Green Media or the applicable third party (such as a brand owner) to be flighted in the Media to which the Media Space relates;
14.2.3) The value of the Media Space;
14.2.4) The dates by which the Content is to be provided by Green Media to the Media Owner;
14.2.5) The flighting/display dates and times during which the Content is to be flighted/displayed; and
14.2.6) Any other items that require agreement between the Parties in respect of the particular Trade Exchange.
14.3) Once the Parties have agreed the details of the Flighting Schedule, the Media Owner shall provide Green Media with a Flighting Schedule clearly designated as “Final”, setting out the aforementioned flighting/display details, for Green Media’s approval and acceptance. The Media Owner and Green Media shall be bound by such schedule, upon acceptance thereof by Green Media via email or otherwise in writing, and upon such acceptance by Green Media, such Flighting Schedule will form part of this Agreement and will be deemed to be an addendum hereto.
14.4) Green Media shall be entitled to request that the Flighting Schedule be duly executed by both Parties physically signing such Flighting Schedule in counterparts.
14.5) The Media Owner acknowledges and agrees that it will not be entitled to refuse to enter unto Flighting Schedules with Green Media, pursuant to Exchange Confirmations that have been entered into pursuant to Trade Exchange Transactions under the Rewards Programme, unless such refusal pertains to the Content which Green Media wishes to flight being contrary to the terms and conditions of the Media Owner specified in the Exchange Confirmation. Where the Parties fail to agree the Flighting Schedule for such reason the applicable provisions of the Subscription Agreement will apply.
15. GRANT OF DISTRIBUTION RIGHTS IN THE MEDIA SPACE
15.1) The Media Owner hereby grants to Green Media the right and licence to redistribute the Media Space acquired by Green Media in terms of Exchange Confirmations (and related Flighting Schedules) concluded under these Terms and Conditions, to any third parties in terms of further trade exchange transactions between Green Media and such third parties. Accordingly, the Parties agree that Green Media will be entitled to use the Media Space itself and/or to redistribute such Media Space to third parties for consumption and/or use by such third parties.
15.2) The Media Owner accordingly agrees that it will flight the Content of Green Media or of the applicable third party (as communicated to it by Green Media) in the Media, in accordance with the Exchange Confirmations and the Flighting Schedules concluded pursuant to Exchange Confirmations hereunder.
15.3) The Media Owner acknowledges that Green Media is entitled to enter into Flighting Schedules with the Media Owner pursuant to the Exchange Confirmations and that it will co-operate with Green Media and will act reasonably and promptly at all times in relation to the finalisation and conclusion of such Flighting Schedules, and further in accordance with the provisions of the Subscription Agreement.
16. RELATIONSHIP BETWEEN THE PARTIES
16.1) The relationship between the Parties shall be that of independent contractors. No partnership or joint venture is hereby created between the Parties.
16.2) Save as specifically contemplated, one Party is not constituted as the legal representative, employee or servant of the other Party, the employees of one Party are not constituted as being employees of the other and neither Party shall have authority to assume any obligation of any kind on behalf of the other Party, or to bind the other Party in any way.
17. WARRANTIES AND UNDERTAKINGS
17.1) Green Media warrants and undertakes that:
17.1.1) It has the necessary rights in and to the Products, in order to donate such Products to the Charity/ies in terms of Trade Exchange Agreements under the Rewards Programme; and
17.1.2) The Products donated by Green Media on behalf of the Media Owner in terms of each Trade Exchange Agreement will conform to the description and specifications set out in each Exchange Confirmation.
17.2) Without detracting from the warranties provided in terms of the Subscription Agreement, the Media Owner warrants and undertakes that:
17.3) All information provided to Green Media, will to the best of its knowledge be accurate and complete;
17.3.1) It is the lawful owner (or holds the necessary rights, or authorisations granted by the owner) in respect of the Media Space in order to make the Media Space available for a trade exchange transaction in terms of Trade Exchange Agreements and that it will be such lawful owner at the time that the Exchange Confirmation (and Flighting Schedules pursuant to thereto)is entered into and that any such Media Space will be free of any liens or other encumbrances at the time of exchange;
17.3.2) The Media and Media Space will conform to the description and any specifications in respect thereof, set out or referred to in the relevant Exchange Confirmation, including any Flighting Schedules concluded thereunder and that the Content will be correctly and accurately flighted in accordance with the Flighting Schedules concluded thereunder, subject to the terms and conditions of the Media Owner specifically set out in the relevant Exchange Confirmation;
17.3.3) It shall do all things, perform all acts and take all steps and procure the doing of all things, within its power and control as may be necessary for and incidental to putting into effect the terms and conditions of this Agreement, including the execution of Flighting Schedules hereunder;
17.3.4) The natural person who enters into each Exchange Confirmation on behalf of the Media Owner, is validly and duly authorised to do so;
7.4) Each of the warranties and undertakings set out in this clause shall be read separately from and without prejudice to and without derogation from the others.
18. INDEMNITIES
18.1) Without detracting from the indemnities provided by the Media Owner in terms of the Subscription Agreement, the Media Owner further indemnifies and defends, Green Media against any claims, costs, losses, expenses and/or damages of whatsoever nature, suffered by the Media Owner, arising from:
18.2) The donation of the Products to the Charity/ies in terms of this Trade Exchange Agreement and the use and/or consumption of the Products by any third parties, including contrary to the provisions of this Trade Exchange Agreement and/or the applicable Product specifications and/or terms and conditions referred to in the Exchange Confirmation; and
18.3) The purchase, consumption and/or use of the rewards and/or bonuses for the applicable tier of the Rewards Programme selected by the Media Owner.
18.4) The provisions of this clause 18 shall survive the expiry or termination of each Trade Exchange Agreement.
19. LIMITATION OF LIABILTY AND DISCLAIMER
19.1) The Products donated by Green Media to Charities in terms of this Agreement are provided “as is”, without warranty of any kind. The Media Owner acknowledges and agrees that the use of such Products by the Charity is at the sole risk of the Charity. Green Media does not warrant that the Products will meet the requirements of the Charity, the Media Owner, or that they will be free from errors or defects.
19.2) Without detracting from the provisions of the Subscription Agreement and to the fullest extent permitted by law, in no event will Green Media be liable to the Media Owner and/or any other person, including the Charity/ies to which the Products are provided in terms of this Trade Exchange Agreement for:
19.3) Any loss of profits, revenue, loss of goodwill, loss of data or loss of business opportunities, whether direct or indirect; or
19.4) Any loss of or damage to damage to property, death or personal injury; or
19.5) Any indirect, special, punitive, exemplary or consequential losses of any kind,
19.6) incurred or suffered by the Media Owner, the Charity and/or any other person arising from the donation of the Products in terms of this Trade Exchange Agreement, and/or the consumption and/or use of such Products, and/or the flighting of Content in terms hereof, or otherwise arising from this Trade Exchange Agreement.
19.7) Subject to the provisions of clauses 7.2.4, 7.3.6, 7.4.4 and 7.5.4 (in respect of which Green Media will not be liable under any circumstances), as well as clauses 19.1 and 19.2 above, the maximum liability of Green Media to the Media Owner and/or any other person, whether in contract or delict (including negligence) arising from and/or related to this Trade Exchange Agreement and all other events, acts, claims, omissions and causes of action of whatever nature, relating to or arising directly or indirectly from this Trade Exchange Agreement, will be limited in total per claim to:
19.7.1) The maximum amount recovered in respect of such claim under the insurance policies held by Green Media; or
19.7.2) 7.5% of the retail value of the batch of Products provided to the Charity(ies) in terms of this Trade Exchange Agreement, in respect of which the claim arose,
whichever is the higher amount.
19.8) The provisions of this clause 19 shall survive the expiry or termination of each Trade Exchange Agreement.
20. AMENDMENTS TO THESE TERMS AND CONDITIONS
We may change the terms and conditions set out herein at any time by sending you an email with details of the change, or by notifying you of a change the next time you log onto the Website. The new or amended terms will take effect upon expiry of a period of 30 (thirty) days after we have notified you as contemplated in this clause 20 and will apply to all Trade Exchange Agreements entered into between you and us pursuant to the Rewards Programme thereafter. You may be required to read and accept them to continue your use of the Rewards Programme. In the event that you do not agree with any changes to these Terms and Conditions you will be required to notify us in writing and will be entitled to exercise your right to terminate your subscription to the Rewards Programme, as set out in clause 21.6. Should you continue to participate in the Rewards Programme after such new or amended terms take effect, you will be deemed to have accepted such new or amended terms.
21. BREACH AND TERMINATION
21.1) In the event of any of the Parties (“Defaulting Party“) committing a breach of any of these Terms and Conditions and/or any Trade Exchange Agreement and fails to remedy such breach within a period of 10 (ten) Business Days after receipt of a written notice from another Party (“Aggrieved Party“) calling upon the Defaulting Party so to remedy, then the Aggrieved Party shall be entitled, at its sole discretion and without prejudice to any of its other rights under the Trade Exchange Agreement or at law, either to claim specific performance of the terms of the Trade Exchange Agreement or to cancel the Trade Exchange Agreement forthwith and without further notice, and in either case to claim and recover damages from the Defaulting Party.
21.2) The Parties agree that any costs awarded will be recoverable on an attorney-andown client scale unless the court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.
21.3) The Aggrieved Party’s remedies are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.
21.4) On termination of a Trade Exchange Agreement for any reason, the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced and the Media Owner shall continue to flight Content in accordance with the agreed Flighting Schedules timeously.
21.5) Green Media may terminate the Media Owner’s participation in the Rewards Programme without incurring any liability in respect of such termination by providing written notice to the Media Owner within 7 (seven) Business Days of the Media Owner entering into these Terms and Conditions with Green Media, provided that, where a Trade Exchange Agreement has already been entered into between the Parties, such termination shall only take effect upon the termination or expiry of such Trade Exchange Agreement entered into pursuant thereto.
21.6) Subject to clause 21.5 above, either Party may terminate the Media Owner’s subscription to the Rewards Programme at any time without incurring any liability in respect of such termination, upon providing 30 (thirty) days’ prior written notice to the other Party, provided that any such termination shall only take effect upon the termination or expiry of the last Trade Exchange Agreement still in force and executed pursuant to these Terms and Conditions.
22. NOTICES
22.1) The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses –
Name | Physical Address | Email |
|---|---|---|
Green Media | 73 Bowling Avenue, Morningside Manor, Johannesburg | info@greenmedia.co.za |
Media Owner | The address provided to Green Media upon registration. | As provided to Green Media on registration |
provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address by written notice to the other Party to that effect. Such change of address will be effective 5 (five) Business Days after receipt of the notice of the change.
22.2) All notices to be given in terms of this Agreement will be given in writing and will –
22.2.1) be delivered by hand courier service or email; and
22.2.2) if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a Business Day will be presumed to have been received on the following Business Day.
22.3) Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with clause 22.1.
23. GOVERNING LAW AND JURISDICTION
These Terms and Conditions and the applicable Trade Exchange Agreements entered into pursuant to the Rewards Programme shall be governed and interpreted in accordance with the laws of the Republic of South Africa. Subject to the provisions of the Subscription Agreement, the Parties consent to the jurisdiction of the Witwatersrand Local Division in respect of all disputes arising from these Terms and Conditions.