ANA GENERAL TERMS AND CONDITIONS

 

  1. AGREEMENT

 

    1. These general terms and conditions apply in respect of all orders placed by the Client with African News Agency (“ANA”).

 

    1. These terms and conditions will apply to all future orders placed by the Client with ANA after the expiration of the first order period.

 

  1. COMMENCEMENT AND DURATION

 

    1. Subject to 1.2 above, this Agreement commences on the effective date and terminates on the termination date.

 

    1. All terms and conditions relating to ownership of copyright shall survive the termination of this Agreement.

 

  1. FEES

 

    1. The Client shall pay the fees without deductions of bank charges within thirty (30) days from the date of invoice.

 

    1. Fees are payable from the first day of the month in which the Services are made available to Client, provided that fees for the first month shall be pro rata if not used from the first date of the month.

 

    1. Upon cancellation of a Service, the Client agrees that the Charges for such Service will continue to be payable for the remainder of the month in which the cancellation takes effect.

 

    1. The Client shall be responsible for all taxes, duties and VAT payable over and above the invoiced amount.

 

    1. Invoices shall be rendered electronically.

 

    1. All outstanding amounts shall carry an interest rate of 1.5% per month or the highest lawful interest rate, whichever is lower.

 

    1. ANA may, effective on the first day of January each year adjust its fees for the Services on not less than 3 months’ prior notice to Client, provided that the Client may cancel the Agreement with effect from the date that the increase becomes effective.

 

  1. TERMINATION

 

    1. Either party may terminate this Agreement immediately if the other party materially breaches any of its obligations in terms of this Agreement provided that the Agreement will continue if the breaching party remedies a breach which is capable of being remedied within 30 days of receipt of written notice of the breach.

 

    1. Either party may terminate the Agreement immediately and without notice if: 

 

      1. the other party enters into a compromise with its creditors; or 

 

      1. a court order is made for the winding up of the other party or such party applies for business rescue; or

 

      1. such party commits any act of insolvency; or

 

    1. If Client has materially breached the Agreement, ANA may, upon giving Client notice, immediately suspend the Services and Client’s rights granted in relation to them, in whole or in part, without penalty, until the breach is remedied and such suspension shall not suspend the Client’s obligations in terms of 3 above.

 

    1. If a Service in whole or in part

 

      1. depends on an agreement between ANA and a third party, and that third party Agreement is modified or terminated; or

 

      1. becomes illegal or contrary to any rule, regulation, guideline or request of any regulatory authority; or 

 

      1. becomes subject to a claim that it infringes the rights of any third party,

 

ANA may terminate the Agreement in respect of such Service and the Client, provided that the Agreement shall remain in force in respect of all other Services ordered by the Client.  Fees in respect of the terminated Service shall terminate accordingly. 

 

    1. Termination will not affect a party’s respective accrued rights and obligations, and the following clauses shall survive terminations: 4.6, 6, 7, 8 and 9.

 

    1. Upon termination of a Service, except to the extent that Client has been granted any license rights, Client shall return all material and copy provided in connection with the Service to ANA or destroy them at ANA’s request.

 

  1. ANA AND CLIENT OBLIGATIONS

 

    1. ANA shall:

 

      1. Provide the Services with reasonable care and skill and in compliance with applicable laws. 

 

      1. Be entitled to alter the Services from time to time in accordance with 4.4 above.

 

      1. Deliver the Service to the Client to be transmitted via the Internet at ANA’s cost.

 

    1. Client shall:

 

      1. Use the Services in accordance with applicable laws and the terms of the Agreement.

 

      1. Use the Services at its own risk.

 

      1. Not make any representation to its customers regarding the veracity of the information republished by it as obtained from ANA.

 

      1. At its cost be responsible for all technical equipment and infrastructure necessary to receive and make use of the Services, such as computers, printers and Internet connections, as well as the reception of Services.

 

    1. Client acknowledges that ANA provides the Services and information in respect thereof “as is” and does not make any warranties, guarantees or representations (expressly or implied) about the quality of the Services or its fitness for any particular use.

 

  1. INTELLECTUAL PROPERTY

 

    1. The content of the Services is intellectual property of ANA.

 

    1. The Client may not use the ANA name, any derivative thereof or trademarks without ANA’s prior written consent, provided that the Client will always credit the ANA name where material derived from the ANA Services is utilised and republished.  The format for accrediting ANA shall take the following format: ANA- AP, ANA-dpa, ANA- Xinhua etc.

 

    1. Both parties undertake not to alter any facts, contents and essence of the material as transmitted by the other party.

 

    1. Both parties will retain all copyright and other intellectual property rights in their own material delivered under this Contract.

 

    1. The Client will not remove or conceal any proprietary notice incorporated in the Services.

 

    1. If the Client obtains material included in the Services that is subject to third party terms, it shall comply with the terms and restrictions that may be imposed by the third party. 

 

  1. LIMITATION OF LIABILITY

 

    1. Neither shall be liable to the other for damages arising out of negligence or otherwise in connection with any Service for any amount over and above the value of the Fees payable in respect of the Services during the calendar year during which the damages arise.

 

    1. The limit on liability does not apply to any breach of copyright or a party’s liability in terms of 3 above.

 

    1. Save for the provisions of 7.1 and 7.2 above, neither party shall be liable to the other for any damage or losses whether claimed in breach of contract, delict or under statute for any incidental, indirect, special, punitive or consequential damages or losses.

 

    1. Notwithstanding anything contained in this Agreement, liability in terms of 7.1 above shall not include liability arising out of:

 

      1. any direct or indirect loss, damage or expense to the other party by reason of discontinuation of the Service;

 

      1. any material being defamatory or an invasion of privacy, where the Client has republished the information;

 

      1. any material republished by the Client that contained errors,

 

unless the action giving rise to the damages or loss have been occasioned by the wilful or fraudulent act of party concerned.

 

    1. Nothing herein shall be understood to limit any liability that cannot be limited under law.

 

  1. INDEMNITY

 

    1. ANA indemnifies and holds the Client harmless against any claim or action that may be instituted against or losses that may be suffered by the Client arising from breach by ANA of a third party’s intellectual property rights.

 

    1. The Client indemnifies and holds ANA harmless against any claim or action against or losses that may be suffered by ANA arising out of:

 

      1. the Client’s breach of any third party’s intellectual property rights; or

 

      1. the modification by the Client of material derived from the Services. 

 

  1. CONFIDENTIALITY
    1. Each party will keep in confidence and protect proprietary information from disclosure to third parties and restrict its use as provided in this Agreement.   This Agreement contains proprietary information and consequently shall not be disclosed to any third party without the prior written consent of the other party.

    2. Upon termination or cancellation of this Agreement, each party will at the other’s option destroy (and, in writing, certify destruction) or return to other all proprietary information in the other’s possession.

    3. This clause 9 will survive termination or cancellation of this Agreement.

 

  1. NOTICES

 

    1. The parties do hereby choose as their respective domicilium citandi et executandi for all purposes in terms of or arising from this Agreement the addresses reflected on the order for or at the end of this Agreement.

 

    1. Notices given in terms of this Agreement shall be sent by registered mail or delivered by hand or sent by facsimile or email and shall be deemed to have been received on the date of delivery or transmission (as the case may be) if same takes place during normal business hours, or if not, on the next following business day, in the case of hand delivery or facsimile transmission, or in the case of forwarding by registered mail, on the 7th day after posting.

 

    1. The parties may, by 14 (fourteen) days written notice, change their nominated address or facsimile number for the purposes of this section 10, to any other address within South Africa.

 

  1. GENERAL PROVISIONS
    1. Neither party will be liable for failure to fulfil its obligations when due to causes beyond its reasonable control including, without limitation, acts of God, strikes or lock outs.  (“Force Majeure”) If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.   Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to the other, by reason of any delay in performance, or the non-performance of any of its obligations under this Agreement to the extent that the delay or non-performance of that obligation is due to any Force Majeure of which it has notified the other party and the time for performance shall be extended accordingly.  If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of 30 (thirty) days, the other party shall be entitled to terminate this Agreement by giving written notice to the party so affected.

    2. Any failure or delay by either party in exercising any right or remedy will not constitute a waiver.

    3. This Agreement will be governed by the laws of the Republic of South Africa.

    4. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. The terms and conditions of this Agreement will supersede all other terms and conditions and any written and oral communications between the parties.

    5. The Client will not assign its obligations under this Agreement without ANA’s prior written consent.  

    6. This Agreement may be modified or added to only by a written addendum signed by a duly authorised representative of each party. 

    7. Each paragraph and provision of this Agreement is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of this Agreement will remain in full force and effect.

    8. The terms and conditions appearing in the Schedule(s) hereto are hereby incorporated into this Agreement.  In the event of any conflict between the terms and conditions of this Agreement and those appearing in any Schedule(s), the terms and conditions of this Agreement shall prevail, unless expressly stated otherwise in a Schedule.

    9. The Order Form is a Schedule to this agreement.

 

African News Agency (Pty) Ltd

ADDRESS: 

6th Floor, 

122 St. Georges Mall

Cape Town

8000

SIGNED BY: 
PRINT NAME/TITLE: 
DATE OF SIGNATURE:

 

CLIENT:  Reporter Feed
ADDRESS: 
SIGNED BY:
PRINT NAME/TITLE: 
DATE OF SIGNATURE*:

 

* The Effective Date: 01 November 2018- 31October 2019