Marketing Service Terms

Ad-ice Marketing Service Terms

(“marketing Service Terms”)

Ad-ice Marketing (Pty) Ltd (Registration Number: 2023/145265/07)

(“ad-ice”, “us”, “we” “our”)

Important – Please Read These Terms Carefully When Using Or Accessing Our Website (“ad-ice”).

These Marketing Service Terms Are Binding And Enforceable Against Every Person Or Entity That Accesses Or Uses This Website (“you”, “your” Or “user”) And Purchases Any Of The Services Offered By Ad-ice (“ad-ice Services”)

By Completing The Electronic Acceptance Process, Clicking The “submit” Or “accept” Or “buy” Buttons, Using Any Of The Services, Purchasing Any Ad-ice Services Or Otherwise Indicating Acceptance Of These Terms, You And Any Party Or Entity That Are Using/purchasing The Ad-ice Services, Represent And Warrant That: (I) You Are Authorized To Bind Yourself And Any Other Party On Whose Behalf You Use The Website; And (Ii) You Agree To Be Bound By All Of These Terms (Including The Disclaimer Of Warranty And Limitation Of Liability Sections Set Forth Below) To The Exclusion Of Any Other Rights And Obligations.

1. INTRODUCTION AND DESCRIPTION OF AD-ICE
   • Ad-Ice is a marketing company that provides marketing services to the user by selling advertising space on ice bags and generating leads for the user utilizing a QR code, which leads will be sent automatically to the user by Ad-Ice.
   • The Ad-Ice Services comprises a website at ad-ice.co.za, through which the user will sign up to advertise with Ad-Ice by confirming the geographical area in which the user would like to advertise, selecting an advertisement package, completing the details of the user, upload or compose the user advertisement, and providing a special offering for the specific advertisement. The website will allow the user to make payment for the Ad-Ice Services, which payment shall be made through a pay gate before the Ad-Ice Services are rendered by Ad-Ice to the user.
2. AD-ICE FEATURES
   • Ad-Ice enables the user to purchase a 1 (one) month advertisement package, unless specifically agreed to a longer period in writing, that shall entitle the user to the following:
     • Advertise their business and/or company in a targeted geographical area selected by the user, which advertisements shall be printed and distributed at such time confirmed by Ad-Ice to the user;
     • Obtain leads generated through the Ad-Ice Services; and
     • Receive reports from Ad-Ice via automatic email transmission on the performance of the advertisement campaign, including a summary of the business leads generated and shared with the user.

3. WHEN ARE THE MARKETING SERVICE TERMS EFFECTIVE BETWEEN US
   • The Marketing Service Terms apply the moment you create a user profile on the Website and press the submit button.
   • The Marketing Service Terms will regulate how you use our Website, and Ad-Ice Services. It also sets out our terms and conditions of use relating to Ad-Ice Services and how it applies to you as a user of Ad-Ice.
   • If you have clicked the submit button on the Website, or signed up as a user for the Ad-Ice Services, you have agreed to the Marketing Service Terms.
   • We reserve the right in our sole and absolute discretion to refuse or accept any user for the purpose of our Ad-Ice Services.
4. CUSTOMER ACCOUNTS AND USER INTERACTION
   • To be a user of the Ad-Ice Services, you must sign up by registering a user profile by submitting the requested user information.
   • Once you have registered your user profile, you will be able to browse the Website, access your account, and make payment in respect of the Ad-Ice Services.
   • If you sign up as a user, your profile forms part of the Ad-Ice Services and is used for, among other things, accessing your customer data. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your user profile.  We will regard any communications we receive under your password, username, and user profile to have been sent by you.
   • You agree to promptly notify us of any unauthorized access or use of your user profile linked to the Ad-Ice Services, including any loss or theft or unauthorized use of your password or name and/or Ad-Ice account.
5. PAYMENTS AND FEES
   • The user will purchase the Ad-Ice Services as selected on the website, and will need to renew the Ad-Ice Services on a monthly basis until such time Ad-Ice offers an automatic renewal function.
   • Ad-Ice will automatically invoice the user as soon as the payment through the pay gate has been made by the user for the Ad-Ice Services.
   • The prices payable for the Ad-Ice Services are clearly set out on the Website and updated from time to time. Price changes will take effect immediately and without notice to you as a user.
   • Ad-Ice will at its sole discretion decide whether or not a refund will be made to the user in respect of withdrawn advertisements.
   • The user agrees that Ad-Ice may charge all fees for the Ad-Ice Services rendered prior to the withdrawal of the advertisement by the user, and in addition Ad-Ice may charge an administration fee of R250.00 (Two Hundred and Fifty Rand) for withdrawn advertisements.
6. RENEWAL
   • The user will renew the use of the Ad-Ice Services on a monthly basis and after the expiry of a current advertisement campaign that the user has signed up for. Ad-Ice will provide the Ad-Ice Services to the user until the expiry of the current advertisement campaign.
   • If paying by credit card, you explicitly authorise us to charge renewal amounts to the card you provided for payment purposes. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. You also undertake to keep us updated if your payment details change. If we are unable to charge your card you will remain liable for all outstanding amounts and your service may be suspended or terminated.
7. LICENCE
   • The Ad-Ice Services are licensed to you, not sold. We grant you as a member personal, limited, non-transferable, revocable and non-exclusive license to use the Ad-Ice Services to which you have access for your commercial use, subject to your compliance with this Agreement.
   • You may not access, copy, modify, or distribute any Ad-Ice Services, unless expressly authorized by us or permitted by law. You may not reverse engineer or attempt to extract or otherwise use source code or other data from Ad-Ice Services, unless expressly authorized by us or permitted by law. We own and reserve all other rights, including all right, title and interest in the Ad-Ice Services and associated intellectual property rights.
8. RULES OF CONDUCT

When you access or use any Ad-Ice Services, you agree that you will not:

• license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third-party Ad-Ice Service or any part thereof;
• reproduce, modify or make derivative works based upon the Ad-Ice Services or the audio and visual information, documents, software, graphics, products, and services contained or made available to you in the course of using the service;
• reverse engineer or access the Ad-Ice Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Ad-Ice Service, or (iii) copy any ideas, features, functions or graphics of the Ad-Ice Service;
• access the Ad-Ice Service by any means other than through the interfaces that are provided by us;
• violate any law, rule or regulation;
• interfere with or disrupt any Ad-Ice Service or any server or network used to support or provide a Ad-Ice Service, including any hacking or cracking into a Ad-Ice Service;
• use any software or program that damages, interferes with or disrupts the Ad-Ice Service or another’s computer or property, such as denial of service attacks, spamming, hacking, or uploading computer viruses, worms, Trojan horses, cancelbots, spyware, corrupted files and time bombs;
• publish, post, upload or distribute any content, such as a topic, name, screen name, avatar, persona, or other material or information, that we (acting reasonably and objectively) determine is inappropriate, abusive, hateful, harassing, profane, defamatory, threatening, hateful, obscene, sexually explicit, infringing, privacy-invasive, vulgar, offensive, indecent or unlawful;
• post a message for any purpose other than personal communication. Prohibited messages include advertising, spam, chain letters, pyramid schemes and other types of solicitation or commercial activities.

9. DATA PROTECTION
   • Ad-Ice hereby warrants, represents, and undertakes in favour of the user that:
     • it shall at all times strictly comply with all applicable laws and with all the provisions and requirements of any of the user’s data protection policies and procedures which may be in force from time to time;
     • it shall not, at any time process data for any purpose other than with the express prior written consent of the user, and to the extent necessary to provide the Ad-Ice Services to the user; and
     • it shall ensure that all its systems and operations which it uses to provide the Ad-Ice Services, including all systems on which data is processed as part of providing the Ad-Ice Services, shall at all times be of a minimum standard required by all applicable laws and be of a standard no less than the standards which are in compliance with the best industry practice for the protection, control and use of data.
   • Ad-Ice shall take appropriate and reasonable technical and organisational measures to prevent the loss of, damage to or unauthorised destruction of data and the unlawful access to or processing of data. The measures taken must at all times be of a minimum standard required by all applicable laws and be of a standard no less than the standards which are in compliance with best industry practice for the protection, control and use of data.
   • Ad-Ice shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to data under Ad-Ice’s possession or control and establish and maintain appropriate safeguards against any risks identified. Ad-Ice shall regularly verify that the safeguards are effectively implemented, and keep a record of such verification. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards. Records kept must be available for inspection on 7 (seven) days’ notice, upon notice in writing from the user.
   • Ad-Ice shall immediately notify the user:
     • of any risks posed to data that it has identified;
     • of the safeguards established by Ad-Ice to mitigate the impact of the risks; and
     • that the safeguards have been effectively implemented.
   • Ad-Ice shall notify the user of any security compromises or suspected security compromises of which it becomes aware or suspects, immediately on becoming so aware or forming such a suspicion.
   • Ad-Ice acknowledges and agrees that any breach of its obligations under this clause 9 shall be deemed a material breach of this Agreement.

10. TERM AND TERMINATION
    • This Marketing Service Terms is binding and effective until terminated by you or us, through 30 days written notice or until the expiry of the advertisement campaign selected by you.
    • We may terminate your access and use of any of the Ad-Ice Services if we determine that you have violated these terms or that there has been otherwise unlawful, improper or fraudulent use of the Ad-Ice Services.
    • If your account is terminated, you will not have access to the account. Upon termination, your license under these terms shall also terminate. Clause 7, 8 and 11 -18 remain unaffected and survive termination.
11. WARRANTIES AND DISCLAIMER
    • AD-ICE SERVICES ARE LICENSED AND PROVIDED “AS IS.” YOU USE THEM AT YOUR OWN RISK. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, WE GIVE NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR PRACTICE. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PRODUCT OR AD-ICE SERVICE; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE AD-ICE SERVICE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS, CORRUPTION, LOSS, INTERFERENCE, HACKING OR VIRUSES, OR THAT THE AD-ICE SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE.
    • You warrant to and in favour of us that:
      • you are 18 (eighteen) years or older;
      • you have the legal capacity to agree to and be bound by these Marketing Services Terms; and
      • these Marketing Services Terms constitute a contract valid and binding on you and are enforceable against you.
    • Each of the warranties given by you will:
      • be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in these Marketing Services Terms;
      • continue and remain in force irrespective of whether your account is active, suspended or cancelled; and
      • be deemed to be material.

12. LIMITATION OF LIABILITY
    We will not, under any circumstances, be liable to you for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts which you may sustain or suffer (or with which you may be threatened) as the result of, whether directly or indirectly, any act or omission in the course of or in connection with the implementation of these Marketing Services Terms or in the course of the discharge or exercise by the parties or their employees, agents, professional advisors or delegates of their obligations or rights in terms of this Marketing Services Terms or the termination of these terms for any reason, in excess of the amount recoverable under our professional indemnity insurance policy.

13. NO CONSEQUENTIAL LOSSES
    Under no circumstances whatsoever shall either of us be liable for any indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss or damage was actually foreseen or reasonably foreseeable), including but not limited to any loss of commercial opportunities or loss of profits, and whether as a result of negligent (including grossly negligent) acts or omissions of such party or its servants, agents or contractors or other persons for whose actions such party may otherwise be liable in law.

14. INDEMNITY
    You hereby indemnify and hold harmless us (including our agents, shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time) against any claim by any third party for any costs, damages (including, without limitation, indirect, extrinsic, special, penal, punitive or exemplary loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts arising, from accessing and using the Ad-Ice Services and or arising from any breach of any of any obligations or duties under these Marketing Services Terms.

15. BREACH
    Should a party (“the Defaulting Party”): breach any of the terms and conditions of these Marketing Services Terms, then the other party (“the Aggrieved Party”) shall be entitled forthwith where the Defaulting Party has failed to remedy such breach within a period of 14 (fourteen) days after receipt of written notice by the Aggrieved Party requiring it to do so, to claim specific performance or to cancel this Marketing Services Terms by written notice to that effect given to the Defaulting Party, either of which shall be without prejudice to any other rights which the Aggrieved Party may have at law.

16. ARBITRATION
    • Other than in respect of those provisions of this Marketing Services Terms which provide for their own remedies or should such process be unsuccessful, or the outcome is non-binding, either party may refer the matter to arbitration to be held in terms of this clause 15.
    • The arbitration shall be held in Cape Town in accordance with the provisions of the Arbitration Foundation of South Africa (“AFSA”) and:
      • the arbitration shall be informal; and
      • the Arbitrator shall have the discretion to determine the procedure to be adopted at the arbitrational hearing.
    • The appointment of the Arbitrator will be agreed upon between the Parties, but failing Marketing Services Terms Terms between them within a period of 14 (fourteen) days after the arbitration has been requested, any of the Parties shall be entitled to request the President for the time being of the Western Cape Legal Practice Council, whom failing, the chief executive officer/s of the Legal Practice Council, to make the appointment and who, in making his appointment, will have regard to the nature of the dispute.
    • The decision of the Arbitrator shall be final and binding and shall not be subject to appeal.
    • The Parties acknowledge and agree that the provisions of this clause shall not preclude any of them from proceeding against any of the other of them in any court of competent jurisdiction where relief is being sought on an urgent and interim basis.
17. FORCE MAJEURE
    • Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including, without limitation, acts of God, earthquakes, labour disputes, actions of governmental entities (including but not limited to delay caused by customs regulations or a change in customs regulations), riots, war, terrorism, fire, epidemics or other circumstances beyond its reasonable control.
    • The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance, provided that if such period exceeds 60 (sixty) days, then either party shall be entitled to terminate this Marketing Services Terms immediately on written notice while the party’s performance continues to be prevented.
18. GENERAL
    • No relaxation, indulgence or concession granted by any party to the other(s) in respect of any of its obligations hereunder shall constitute a novation of any part of this Marketing Services Terms Terms nor otherwise prejudice, derogate from, or affect, any rights which the party granting the relaxation, indulgence or concession may have against the party(ies) in whose favour such grant shall have been made.
    • No variation of, or addition or agreed cancellation to this Marketing Services Terms shall be of any force or effect unless it is reduced to writing and signed by or on behalf of the parties.
    • Governing law: These Marketing Services Terms shall be interpreted and governed in all aspects in accordance with the laws of the Republic of South Africa.
    • Jurisdiction: We both consent to the jurisdiction of the Magistrate’s Court, which Magistrate’s Court shall have jurisdiction within the geographical location of Ad-Ice, in respect of any matter flowing from these Marketing Services Terms.
    • Good faith: We both agree to display good faith.
    • Address for service: any notice, approval, request, authorisation, direction, or other communication under these terms shall be given in writing, directed to the addresses of found on our Website and the addresses provided to us by you during registration, and shall be deemed to have been delivered and given for all purposes:
      • on the delivery date if delivered by email;
      • on the delivery date if delivered personally to the Party to whom the same is directed;
      • 1 (one) business day after deposit with a commercial overnight carrier with written verification of receipt; or
      • 5 (five) business days after the mailing date whether or not actually received, if sent by registered or recorded delivery post or any other means of rapid mail delivery for which a receipt is available to the contact at the address of the Party to whom the same is directed.
    • Whole Marketing Services Terms: these Marketing Services Terms sets forth the entire Marketing Services Terms and supersedes all prior or contemporaneous Marketing Services Terms and representations, written or oral, between us with respect to the transactions set forth herein, all of which are excluded, except for fraudulent misrepresentations.