Terms & Conditions - Brand Spanking Marketing Agency

TERMS AND CONDITIONS

Brand Spanking Marketing (“BSM,” “we,” or “us”) is a full-service agency and provides a range of marketing and brand services for businesses of all sizes (the “Services”).

Your Term Sheet or Statement of Work (“SOW”), BSM Quotation (Quote), Purchase Order (the “Purchase Order”), or Email Instruction (the “Email Instruction”) sets forth which Services you are acquiring, the party entering the agreement (the “Client,” “you” or “your” and together with Brand Spanking Marketing the “Parties” or each individually a “Party”), the costs for such Services, the minimum Initial Term, and other relevant details. As used in this Agreement, the term Service Level Agreement means these Terms of Service, any Term Sheet or SOW, Quote, Purchase Order or Email Instruction or any combination of the foregoing.

These Terms of Services (the “Terms of Service” or the “Terms”) are incorporated by reference into and made part of any Term Sheet or SOW submitted to Brand Spanking Marketing and govern the relationship between you and BSM. These Terms of Service are deemed to be accepted and become effective on the date the Services are agreed by BSM (the “Effective Date”) and remain in effect until terminated as provided below.

The Service Agreement, the Terms of Service, and the other documents incorporated by reference herein are collectively referred to as the “Agreement.” These Terms of Service may be reviewed at any time on the Brand Spanking Marketing website.

BRAND SPANKING MARKETING PROVIDES SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY EITHER SIGNING A SERVICE LEVEL AGREEMENT/PURCHASE ORDER OR BY BSM ACCEPTING YOUR EMAIL INSTRUCTIONS, OR YOU ACCEPTING A QUOTE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE LEGALLY ABLE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CLIENT IS A CORPORATE, GOVERNMENTAL ORGANISATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES & PLATFORMS.

UNLESS OTHERWISE EXPRESSLY STATED, BRAND SPANKING MARKETING DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY BSM, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.

The Service Level Agreement, Quote, Purchase Order, and/or Email Instruction, together with these Terms of Service and the Brand Spanking Marketing Privacy Policy located on the Brand Spanking Website and any other ancillary documents incorporated by reference in these Terms of Service, constitute the entire agreement between the Parties. Brand Spanking Marketing limits acceptance of these agreements and objects to any additional or different terms in the Client’s acceptance.

Products and Services –

Strategy – development of Brand Strategy, communications strategy and digital strategy
Copywriting
Ideation
Media Buying
Graphic design – logo design
Brand Identity – logo development, CI development
Digital marketing – social media management, content creation, community management, advertising campaign management
Website hosting
Website Development and SEO services
Ecommerce development
Radio advertising
TV Campaign Development – includes pre & post production.
Marketing
Video production and animation
Billboard and street pole production
Corporate gifting
Printing and packaging design
In-store point of sale design
Events – event management & coordination for product launches, conferences, expo’s, end of year corporate parties, company anniversaries and celebrations, business division launches, mall, shop and business openings etc.
Event hospitality
Emerging market events
Product sampling and promoters
Virtual events
Team building – in person or online
Through-the-line, omni-channel campaign development

Compliance with Laws/Prohibited Content.You shall not use nor permit the Services to be used in violation of any applicable law or regulations. Without limiting the foregoing, you may not use any of BSM’s Services for any illegal activity including the storage or transmission of information, data, files, or links to content that violate any applicable local, national, or international law. This includes, but is not limited to, pirated software, copyrighted data or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all Brand Spanking Marketing servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services, or addresses are also prohibited. Brand Spanking Marketing may terminate this agreement if it determines, in its sole discretion, you have violated this policy.
Client Obligations. In addition to making all required payments, you shall(a) cooperate with Brand Spanking Marketing in all matters relating to the Services and provide access to your advertising accounts including your social media pages, social media advertising accounts, social media pixels Search Engine Marketing accounts and Analytics accounts as necessary; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorisations or decisions that are reasonably necessary for Brand Spanking Marketing to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Brand Spanking Marketing may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects. Brand Spanking Marketing is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement.
Payment. Once you have executed your Service Level Agreement, Quotation/Order or Email Instruction, you will be responsible for payment in full of all associated fees. All fees are due in the currency quoted by BSM. Unless otherwise stated, you will pay all fees due under this Agreement monthly, in advance, including any fees for Fees for one-time services will be due in full on the Effective Date, or as otherwise provided by your Service Level Agreement. For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent fees as outlined in your Service Quotation or Service Level Agreement. For monthly recurring Services, unless the Service Agreement states otherwise, you will be billed on the 1^st of every month. The last billing date each month is the 25^th. For annual recurring services, you will be billed for the first year on the Effective Date, and you will be billed for subsequent payments on the anniversary of the Effective Date unless cancelled as provided in Section 5 below. You acknowledge that you are required to pay the full amount due for the Services each month through the Initial Term and Renewal Terms at no less than the monthly charge/s total listed in your Service Level Agreement. Brand Spanking Marketing shall have the right to charge your credit card or debit from your account through our banking facility for fees in accordance with these Terms of Service and the Service Agreement. Brand Spanking Marketing is entitled to debit Client’s account for any finance fees charged to Brand Spanking Marketing due to Client’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.
Term/Termination.
Term. The Agreement shall begin on the Effective Date and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”) and authorizes recurring monthly billing for such periods. Unless otherwise stated in the Service Agreement, ALL SERVICES, including Websites or website hosting plans have a twelve (12) month Initial Term. Your Initial Term may be extended by any added Purchase Order or Email Instruction. If there is a conflict the most recent agreement’s Initial Term shall control. Only months in which full payment has been received will count as a month of marketing under the Initial Term. Client acknowledges that Client’s digital marketing plan is designed based on the Initial Term defined in Client’s Service Agreement. After the Initial Term, the Term will be automatically renewed for successive six-month periods (each, a “Renewal Term”) or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)
Cancellation. You may cancel the services by providing no less than 90 days’ written notice of cancellation via mail or email addressed to your Account Manager or Project Manager, as applicable. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term or if Initial Term does not apply, then 90 days’ notice is required. If you have completed the Initial Term, services will continue through the end of the current Renewal Term and will then be cancelled or upon 90 days written notice.
BSM’s Right to Cancel. We may cancel this Agreement at any time for any reason, and in our sole discretion, by providing written notice of cancellation to you. Cancellation will take effect at the end of the then-current billing period. Written notice will be provided to you via email.
Account Recordson Termination. Upon termination, at your election, we will preserve an archive of your account records and data for an annual fee. If you do not elect to archive your account records, we are under no obligation to maintain any customer records after your account is terminated, and we may delete your account records at any time. Notwithstanding the foregoing, we will preserve account data to the extent necessary for us to comply with our own document retention obligations.
Intellectual Property.
Your License Grant to BSM. During the Term, you hereby grant to Brand Spanking Marketing a non-exclusive, royalty-free worldwide license to use, copy, backup, modify, display, broadcast, and transmit any of your content, including but not limited to your website, text, images, logos, copyrights, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary and for the sole purpose of allowing Brand Spanking Marketing to perform the Services. This license will terminate upon termination of the Service Agreement.
Ownership of Creative Deliverables and Content. Upon receipt by Brand Spanking Marketing of full, unconditional payment from Client, Client shall own all rights, title, and interest in and to the Creative Deliverables created under this Agreement except for any techniques, prompts or content originally sourced through a 3-Party provider and/or not owned or created by BSM. Brand Spanking Marketing will retain a non-exclusive, non-revocable license in the completed Creative Deliverables, and Brand Spanking Marketing reserves the right to use the Creative Deliverables for advertising, publication, promotion, display or other purposes.
Ownership of Website Design.Notwithstanding Section 6.b. and Section 6d, Brand Spanking Marketing retains all copyrights in all non-custom website designs delivered under this Agreement. Upon valid cancellation of this Agreement in accordance with Section 6, and so long as full, unconditional payment has been received by Brand Spanking Marketing for any amounts owed by Client under this Agreement, Client will be granted a perpetual, royalty-free, revocable, non-transferable license to use, copy, and publish any website design and related materials delivered to Client under this Agreement. Brand Spanking Marketing reserves the right to revoke this license only if either (1) Client does not fulfil the Initial Term and/or pay the waived Setup Fee or (2) Client initiates a payment dispute for any past payment.
Work Product Ownership.Any copyrightable works, ideas, discoveries, inventions, patents, products, marketing data, marketing processes and knowhow, marketing campaigns or other information (collectively, “Work Product”) developed in whole or in part by Brand Spanking Marketing during the course of this Agreement but excluding the Creative Deliverables and any materials referenced as belonging to Client pursuant to Section 7a. above, shall be the exclusive property of Brand Spanking Marketing.
Trademarks.All trademarks used in this agreement and used in conjunction with the Services are the property of their respective owners or licensors. With the exception of the trademark rights explicitly granted in this Agreement, no other rights to any trademarks are granted herein. Use of the Brand Spanking Marketing trademarks without the express written consent of Brand Spanking Marketing is prohibited.
Digital and social media marketing services. Where Brand Spanking Marketing agrees to provide you with Digital or Social Media Marketing services, these will include the following, but are not limited to:

Developing and implementing a digital or social media strategy that aligns with your agreed goals and objectives;
developing a media plan based on the signed off strategy;
BSM will work towards and take action to achieve the agreed upon KPI’s;
developing a content calendar for sign off on a monthly basis;
creating and publishing engaging and relevant content on your brand’s social media platforms;
community management – monitoring and responding to your social media audience across all agreed social media platforms, on your behalf;
analysing and reporting on the performance and impact of your social media campaigns;
advising you on best practices and trends in digital marketing;
engage with, comment on and share relevant content on behalf of the client’s brand. The client gives Brand Spanking Marketing permission to act on their brand’s behalf.
digital Campaign Development: Crafting comprehensive digital campaigns that capture your brand’s essence and resonate with your target audience. This includes conceptualizing creative directions and implementing strategies that align with your brand’s goals.
advertising Strategy: Developing a targeted advertising strategy that effectively reaches and engages your desired audience, optimizing your digital presence across platforms.
digital Advertising: Executing digital advertising efforts that are tailored to meet your specific objectives, leveraging various digital platforms to maximize reach and impact. This includes managing ad budgets, placements, and performance analysis to ensure optimal return on investment.

Brand Spanking Marketing shall use its best efforts to ensure that the social media services are consistent with your brand identity, tone of voice, values, and policies. BSM shall also comply with all applicable laws, regulations, and guidelines governing social media use. It should be noted that the digital landscape is constantly evolving, with many advertisers competing for the same audience segments. This competition directly influences our campaign costs, leading to fluctuations. It’s important to understand that changes in the digital advertising environment may impact budgeting and performance outcomes.

Authorization and Limited License to the Access Brand Spanking Marketing Software Platforms. Upon execution of a marketing Service Agreement, and for so long as your Service Agreement is in effect and you are current on all applicable fees or payments, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive limited license to access the Brand Spanking Marketing Software Platforms. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the Brand Spanking Marketing Platforms, including, without limitation, BSM, the platforms, software, data, applications, methods of doing business, or any other content provided through Brand Spanking Marketing whether expressly, by implication, estoppel, or otherwise. All rights, title, and interest in and to the Brand Spanking Marketing Platforms and Services, are and will remain with BSM. You may only access the Brand Spanking Marketing Platforms via a web browser. Your access shall be password protected and you acknowledge that you shall not share your password or otherwise permit any other person to access or use the Brand Spanking Marketing Platform or Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of Brand Spanking Marketing Platform or Services; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Brand Spanking Marketing Platform or Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or BSM systems, in whole or in part; (d) bypass or breach any security device or protection used by the Brand Spanking Marketing Platforms or Services, or access or use the Brand Spanking Marketing Platform or Services other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through the Services or BSM’s systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, BSM’s systems or BSM’s provision of services to any 3rd Party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property, or proprietary rights notices from any Services or other Brand Spanking Marketing materials, including any copy thereof; (h) access or use the Brand Spanking Marketing Platforms or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of Brand Spanking Marketing or any 3rd Party or in a way that violates any applicable law; (i) access or use the Brand Spanking Marketing Platforms or Services for purposes of competitive analysis of the Services, for the development, provision, or use of a competing software service or product, or any other purpose that is to BSM’s detriment or commercial disadvantage. In addition to the other remedies Brand Spanking Marketing may have, BSM may terminate the foregoing license and this Agreement if it determines, in its sole discretion, that you have violated the provisions of this license.
Representations. By signing, you personally represent that (a) you have the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (b) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (c) upon execution of the Service Agreement, this Agreement constitutes a legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms. You further represent that you have the right to enter this agreement and use all intellectual property, including, but not limited to copyrighted materials and trademarks, supplied to Brand Spanking Marketing for use in conjunction with the services.
Agency. If you are purchasing the Services on behalf of another company, you personally represent and warrant that you have been authorized by such company to act as its agent in all respects related to the agreement. Without limiting the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by these Terms of Service.
DISCLAIMER OF WARRANTIES. BRAND SPANKING MARKETING PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, BSM’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRAND SPANKING MARKETING DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, BRAND SPANKING MARKETING MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.
LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAND SPANKING MARKETING SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO BRAND SPANKING MARKETING IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. WITHOUT LIMITING THE FOREGOING, BRAND SPANKING MARKETING IS NOT RESPONSIBLE FOR ANY DAMAGES DUE TO ANY CONTENT, OMISSIONS, OR ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS, OR ON SOCIAL MEDIA OR ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF CLIENT DATA WITHIN CLIENT’S BRAND SPANKING MARKETING ACCOUNT. WE FURTHER DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE IN CONJUNCTION WITH THESE SERVICES.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

Dispute Resolution.
Agreement to Arbitrate. If the Parties are unable to resolve a dispute in Good Faith,the Parties hereby agree to resolve any and all disputes, controversies, or claims arising out of, relating to, or in connection with this Agreement and/or the Services, including the breach, termination, or validity thereof, shall be finally settled in accordance with the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa (“AFSA“) without recourse to the ordinary courts of law, except as explicitly provided for in (b) below.
Exceptions to Agreement to Arbitrate. Brand Spanking Marketing may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or for intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the Good Faith dispute-resolution process described above. Nothing contained in these Terms shall prohibit a Party from approaching any court of competent jurisdiction for urgent interim relief pending determination of the dispute by arbitration, and for this purpose the Parties consent to the non-exclusive jurisdiction of the High Court (Gauteng Local Division, Johannesburg).
Indemnification.You agree to indemnify, defend, and hold Brand Spanking Marketing harmless from any and all liability, claims, damages, and settlements due to any third party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Client’s (a) illegal or unauthorized use of the Services, or (b) noncompliance or breach of any of these Terms of Service by you or any third party (authorized, permitted or enabled by Client). This indemnification includes, but is not limited to, any actions, including actions alleging or related to: infringement of any intellectual property (including trademark, patent and copyright actions), defamation, false or misleading advertising, end user personal or financial data, applicable privacy laws, PCI compliance, Client’s order processing, billing, fulfilment, shipment, collection, or actions related or associated with any products or services offered, sold, or licensed through Client’s website.
Non-solicitation. You agree not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee of Brand Spanking Marketing or its subsidiaries, or induce the termination of employment of any Brand Spanking Marketing employee during the Term and for a period of three (3) years following the termination of this Agreement.
Miscellaneous.
Choice of Law: This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable laws of South Africa.
Entire Agreement. These Terms of Service together with the applicable Service Agreement constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Brand Spanking Marketing limits acceptance of these agreements, and objects to any additional or different terms in the Client’s acceptance.
Amendment/No Waiver. We may update and change any part or all of these Terms of Service. If we update or change the Terms of Service, the updated Terms ofService will be posted on the Brand Spanking website and we will let you know via email and/or via notification on our website.If you do not agree with a modification to the Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your Initial Term or your current Renewal Term. Upon renewal, the Terms of Service published on our website will apply.
Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, click box or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.
Severability. If any provision of this Agreement or the application thereof is held invalid, illegal, or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.
Assignment. Neither Party may assign any part of the Agreement without the prior written consent of the other Party.
No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns.
Data Processing/Privacy. To the extent that we process customer data that is subject to applicable Data Processing/ Data Privacy legislation on your behalf, such processing will be undertaken pursuant to the terms of the Brand Spanking Marketing Data Privacy Terms located at www.brandspankingmarketing.co.za You acknowledge that in all cases Brand Spanking Marketing acts as the data operator/ processor of this data and you are the data controller of the data. You are required under legislation to obtain and maintain documentation of the applicable legitimate purpose and consent to process any personal information/ data shared with Brand Spanking Marketing under this Agreement.
Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture, or employee/employer relationship is intended or created.
Survival.The sections labelled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Brand Spanking Marketing as of the effective date of termination.
Subcontracting.Brand Spanking Marketing may, without your consent, subcontract to any party the performance of all or any of BSM’s obligations under this Agreement provided that Brand Spanking Marketing remains primarily liable for the performance of those obligations.
Good Faith Both parties agree to act in good faith to each other and to have due regard for each other’s commercial interests. The client acknowledges that BSM is able to provide these Services due to its extensive network and relationship with external suppliers and service providers. You agree not to directly approach BSM’s suppliers or service providers while this agreement is in effect and where BSM has introduced these suppliers or service providers to you as part of these Terms.
Communication Preferences. You consent to receiving electronic and telephone communications from us relating to your account or the Services during and after the Term. These communications may involve telephone calls to any number you provide, SMS text messages or WhatsApp messaging, to a phone number you provide, sending emails to any email address you provide. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new features and content, special offers, promotional announcements and customer surveys via email or other methods. Please review our Privacy Policy for further detail on our marketing communications.
Headings.Section headings are provided for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section.
Force Majeure. Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.

Published April 2024