1. In these Standard Terms and Conditions “Advertisement Copy / Advertisement” means any advertising material supplied by or on behalf of a Client or Media Agency, as the case may be, in the form intended for transmission on the, Platform(s); “Affiliate” means, in relation to any party, its parent(s)/partners and ultimate holding companies and all of their respective officers, subsidiaries, affiliates, directors, agents, independent contractors, personnel and shareholders, except that ‘Affiliate(s)’ of Paramount Africa shall only mean an entity directly or indirectly controlled by Paramount Global Inc., where control means (a) ownership of such part of the issued share capital or such other interest in the relevant entity as gives that person or organisation majority voting rights in respect of such entity or (b) the ability to secure that the affairs of the relevant entity are conducted in accordance with that person’s wishes (due to the holding of shares or the possession of voting power or any other power);“Booking(s)” means all booking(s) of Advertisement(s); “Client” means a person, firm or company wishing to advertise products and/or services on Platform(s) otherwise than through a Media Agency and includes its successors in title and assigns; “Contracting Party” means the Client and/or the Media Agency, as the case may be, which signs the Sales Order Form; “Inserter” shall mean the company responsible for inserting and scheduling the Advertisement Copy on the Platform(s); “Media Agency” means a person, firm or company engaged to select and purchase advertising time for persons wishing to advertise and includes its successors in title and assigns; “Paramount Africa” means Viacom International Media Networks Africa (Pty) Ltd t/a Paramount Africa of Nicol Main, Office Park, Block D, 2 Bruton Road, Bryanston, Johannesburg, South Africa; “Platform(s)” means the audio, visual, and/or audio visual platforms and services owned and/or controlled by Paramount Africa or its Affiliates, or a third party owner for whom Paramount Africa acts as duly authorised representative, and as detailed in the Sales Order Form; “Sales Order Form” means an advertising sales order confirmation form supplied by Paramount Africa attached hereto; “Start Date” means the date of the broadcast of the first Advertising spot specified in the appropriate box on the signed Sales Order Form.

2. These Standard Terms and Conditions shall govern the relationship between Paramount Africa and the Contracting Party pursuant to each Sales Order Form and shall take precedence over any other terms and conditions purported to govern the relationship between the parties relating to the booking and scheduling of Advertisements on the Platform(s).

3. Paramount Africa agrees, subject to the provisions of these Standard Terms & Conditions, to schedule the Advertisements on the Platform(s) as set out on the Sales Order Form signed by the Contracting Party.

4. A Media Agency that makes Booking(s) shall be deemed to contract with Paramount Africa as principal in all respects and shall be solely responsible for the performance (including without limitation payment of all amounts due to Paramount Africa hereunder) of the Contracting Party’s obligations under these Standard Terms and Conditions, the Booking, and the Sales Order Form.

5. Paramount Africa shall use all reasonable endeavors to schedule any Advertisement in accordance with Contracting Party’s notified preferences and in particular to schedule Advertisements booked for transmission within thirty (30) minutes of the specified preferred timeslot, however Paramount Africa does not guarantee the times and dates of transmission and where Advertisements are not broadcast on dates and times booked and scheduled then Paramount Africa will endeavor to offer an alternative transmission date and time that is suitable to the Contracting Party. Where the Contracting Party requires a change to the scheduled spot Paramount Africa shall endeavor to accommodate such change provided the Contracting party gives Paramount Africa at least fifteen (15) days’ notice prior to the original booked transmission time and provided Contracting Party agrees to pay any additional charges occasioned as a result of such re-schedule. Where the Contracting Party gives Paramount Africa less than fifteen (15) days’ prior written notice requesting a change to the original schedule booked, then Paramount Africa shall endeavor to accommodate the Contracting Party but where it is unable to do so the Advertisement Copy shall be transmitted as originally ordered and the Contracting Party shall be charged for the full amount.

6. Paramount Africa retains the right, in its own respect and on behalf of third-party platform owners, to make changes to scheduled programming on the Platform(s), in its/their discretion. Where such changes will be significant to the Contracting Party in either rating or audience profile then Paramount Africa and the Contracting Party may renegotiate in good faith the affected slots and rates booked around such rescheduled programmes.

7. The Contracting Party shall ensure the Advertisement Copy is delivered to the Paramount Africa ftp site (or by such other delivery method advised by Paramount Africa) at least seven (7) working days before the intended transmission date: All Advertisement Copies shall comply with the Paramount Africa’s technical specification for Advertisements. The Contracting Party shall be solely responsible for the production and delivery of any such Advertisement Copy and for all costs in relation thereto. While every reasonable care will be taken in respect of the Advertising Copy, Paramount Africa shall not accept liability for any delay in delivery, loss or damage thereof whether in Paramount Africa’s or the Inserter’s control or in transit. All risk in the Advertising Copy and the transmission of the Advertisement shall vest with the Contracting Party and Paramount Africa is indemnified from any claims arising from third parties with respect thereto.

8. Paramount Africa may in exceptional cases and at its own discretion accept Booking(s) and Advertisement Copy on shorter notice than required above. Such acceptance(s) shall not impose any obligation whatsoever on Paramount Africa to accept any other Booking(s) or Advertisement Copy on less notice than required above.

9. Advertisements will only be transmitted on the Platform(s) if they comply with the Code of the Advertising Regulatory Board of South Africa (“ARB”) (previously the Advertising Standards Authority) and have complied with Paramount Africa’s technical specification for Advertisements. The Contacting Party agrees that it shall bear the onus of ensuring that the Advertising Copy is fully cleared for broadcast and/or transmission on the Platform(s), does not infringe any law, including but not limited to laws pertaining to intellectual property, privacy, personal rights, rights of performers, image rights, and/or music rights, and complies with all relevant legislation, regulation (including but not limited to the ARB Codes) and is suitable for transmission in the intended timeslots. Paramount Africa reserves the right in its sole discretion to decline to transmit any Advertisement and to restrict any repeat transmissions of the same Advertisement. Paramount Africa’s acceptance of any Advertisement shall in no way be taken to constitute an approval of the Advertisement in any form and shall have no effect on the Contracting Party’s obligations and resulting liability as set out in this clause.

10. If Paramount Africa decides in its absolute discretion that the Advertisement Copy is unsuitable for transmission on the Platform(s) for any reason, Paramount Africa shall as soon as practicable notify the Contracting Party providing the Contracting Party with guidelines as to how such Advertisement Copy can be edited to be acceptable to Paramount Africa. The Contracting Party shall then at its own cost supply alternative Advertisement Copy as soon as possible but not less than five (5) days before intended transmission. If the alternative Advertisement Copy is not supplied timeously or is not accepted by Paramount Africa because in Paramount Africa’s’ view it does not comply with the requirements of the ARB or any other relevant authority, the Contracting Party shall pay Paramount Africa the full amount which would have been payable had the Advertisement Copy been transmitted.

11. The Contracting Party hereby grants to Paramount Africa the right, in Paramount Africa’s absolute discretion and without incurring liability, to do any act or thing in respect of the Advertisement Copy or part thereof (including fading, editing, cutting or non- transmission) in order to make it suitable for broadcast and/or transmission on Platform(s). In the event that Paramount Africa exercises its right under this Clause Paramount Africa shall not incur any liability whatsoever to the Contracting Party (including, but not limited to, consequential loss which shall mean, without limitation, loss of profits, revenue and/or goodwill) and the Contracting Party shall pay to Paramount Africa such reasonable costs and expenses as it has incurred in addition to the full amount agreed for transmission of the Advertisement Copy.

12. Unless otherwise agreed, at the end of each month Paramount Africa shall invoice the Contracting Party at the billing address specified on the Sales Order Form for transmissions of Advertisements and for cancellations made by the Contracting Party during that month at the rates set out on the Sales Order Form.

13. Unless otherwise agreed, the Contracting Party shall pay all invoices within forty-five (45) calendar days of the date of the invoice.

14. Unless otherwise specifically agreed or stated in the Sales Order Form all Advertisement Bookings are accepted on the understanding that they will be paid at the rate in force at the date of transmission and will be subject to a standard handling fee. Paramount Africa reserves its right to change its advertising rates and these Standard Terms and Conditions on notice to the Contracting Party.

15. The Contracting Party shall pay interest on any late payment from the due date until the date of payment forthwith on demand. Such interest shall be calculated daily at a rate per annum equal to four percent (4%) above the Citibank South Africa base rate from time to time, subject to maximum interest charges prescribed by prevailing legislation at the relevant time. Where a Contracting Party has failed to make payment on due date or at all Paramount Africa reserves the right to refuse further broadcasts and/or transmissions of the Advertisement and/or not to accept further bookings from the Contracting Party.

16. Any queries on invoices or statements shall be in writing addressed to Paramount Africa Finance Department and shall be made within seven (7) working days of receipt of relevant invoice or statement failing which such invoice or statement shall be deemed accepted accurate and correct.

17. The Contracting Party warrants and undertakes that: –

(i) all necessary licences and consents for transmission of any Advertisement Copy on the Platform(s) in those country(s) in which the Platform(s) is/are transmitted have been obtained and, where applicable, paid for including (but not limited to) copyright in the Advertisement Copy (including, but not limited to, any visual and/or audio-visual content and/or music therein) and/or for the appearance of any person in the Advertisement Copy.
(ii) no Advertisement Copy intended for transmission will be defamatory of any third party or obscene or expose Paramount Africa, its Affiliates, or any third-party Channel owner, to civil or criminal proceedings of any kind.
(iii) nothing contained in the Advertisement Copy might make its transmission on Platform(s) illegal or actionable, or is in breach of the rights of third parties (including but not limited to intellectual property rights), or is in breach of the requirements of the ARB’s Code or any other relevant authority, or of any applicable laws, regulations, rules and/or requirements in country(s) in which such Advertisement Copy will be transmitted on the Platform(s), for any reason;
(iv) it will not, without Paramount Africa’s prior written consent, publish any information in connection with any Advertisement booked by it which has been transmitted or is scheduled for transmission on Platform(s).
(v) it will fully indemnify and keep Paramount Africa, its Affiliates, and/or any third-party Platform owner indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands, and liabilities arising from any breach or threatened breach of any of the obligations and/or warranties given by the Contracting Party in accordance with these Standard Terms and Conditions and/or arising from the Advertisement Copy in any manner.

18. All notices and documents to be given or supplied shall be in writing and delivered to the address given above for Paramount Africa and to the billing address given on the Sales Order Form for the Contracting Party and shall be duly given or supplied if delivered personally. Email copies will only be considered as successfully delivered where specifically acknowledged by the intended recipient (delivery receipts, read receipts or other automatic tracking devices shall not constitute proof of successful delivery).

19. Paramount Africa shall be entitled to postpone the transmission of any Advertisement booked by the Contracting Party at any time where: –

(i) it has given not less than fourteen (14) days’ notices to the Contracting Party; or
(ii) its transmission activities are restricted, curtailed or otherwise prevented by any act or thing (including satellite failure) beyond Paramount Africa’s control; or
(iii) the Contracting Party is in breach of any warranty or other material obligation set out in these Terms and Conditions or any agreements between the Contracting Party and Paramount Africa to which these Standard Terms and Conditions apply.

20. Any postponement of transmission of any Advertisement(s) in accordance with the above shall not affect any obligation of the Contracting Party to purchase the number of advertising spots agreed between a Contracting Party and Paramount Africa under any agreement between the parties.

21. Any postponed transmissions of Advertisement(s) shall be rebooked by means of a further Sales Order Form.

22. Neither Paramount Africa, its Affiliates, or any third-party Platform owner, shall incur liability for any failure to transmit all or any part of any Advertisement for any reason, or for any error in the Advertisement transmitted except where such failure or error is solely due to the gross negligence of Paramount Africa, in which event Paramount Africa shall consult with Contracting Party to book an acceptable alternative transmission slot.

23. Paramount Africa shall be entitled to cancel any Booking(s) without incurring any liability to the Contracting Party where it considers in its absolute discretion that the Advertisement Copy does not comply with the requirements or recommendations of any law, or the ARB codes, or the law or regulations of any other relevant authority, and/or where it has notified the Contracting Party that the Advertisement Copy is unsuitable for transmission on Platform(s).

24. In the event that the Contracting Party wishes to cancel any Booking(s) it shall notify Paramount Africa in writing at least twenty-one (21) working days prior to intended broadcast and/or transmission. Where the Contracting Party’s notice of cancellation is received less than twenty-one (21) working days before intended broadcast and/or transmission then one hundred percent (100%) of the total airtime value of cancelled transmission(s) shall be payable to Paramount Africa. For the avoidance of doubt the Contracting Party shall remain liable for the full payment where Contracting Party purports to cancel any booking other than by giving twenty-one (21) working days’ written notice as set out in this clause.

25. For the avoidance of doubt the total airtime value shall be determined by reference to the cost of transmission(s) of such Advertisement(s) agreed between the parties and set out on the relevant Sales Order Form.

26. Paramount Africa and the Contracting Party (each “the non-defaulting party” as the case may be) shall have the right to terminate any agreement between Paramount Africa and the Contracting Party to which these Standard Terms and Conditions apply by notice to the other if the other either:

(i) fails to make any payment due to the non-defaulting party by the due date and such failure continues for five (5) calendar days after the due date; or
(ii) is in breach of any warranty or fails to comply with any of its material obligations under any agreement between the parties and/or these Standard Terms and Conditions and in either case does not remedy the same (if capable of being remedied) within ten (10) calendar days of receipt of notice in writing from the non-defaulting party specifying the breach or failure and calling for the same to be remedied
(iii) provided always that for the purposes of this Clause (ii) the Contracting Party hereby agrees that Paramount Africa shall be deemed to have remedied any failure to transmit any advertising booked by it if Paramount Africa offers to provide so-called “make goods” (i.e., advertising spots of equivalent value at some other date and time) over a period (which may exceed thirty (30) days); or
(iv) compounds or makes arrangements with its creditors or becomes insolvent or if any order is made or resolution passed for its liquidation, winding up or dissolution or if a receiver or manager or administrative receiver or administrator is appointed over the whole or a substantial part of its assets or if anything analogous to or having substantially similar effect to any such events shall occur under the laws of any applicable jurisdiction; or
(v) is unable to perform any of its obligations in circumstances set out below for a continuous period of not less than ninety (90) calendar days.

27. Neither party shall be liable to the other in respect of any non-performance of its obligations by reason of any act of God, civil war or strife, hostilities, act of foreign enemy, invasion, war, satellite failure, legal enactment, governmental order or regulation or any other cause beyond their respective control provided always that in any such event the duration of the agreement between the parties shall be extended by the period for which such event continues but otherwise such an event shall not affect any obligation of the Contracting Party to purchase any number of advertising spots agreed between the Contracting Party and Paramount Africa.

28. The rights and benefits set out in these Standard Terms and Conditions shall not be assigned by the Contracting Party without Paramount Africa’s prior written consent.

29. These Standard Terms and Conditions together with any Sales Order Form or other written agreement incorporating these Standard Terms and Conditions shall constitute the entire agreement between the parties in relation to its subject matter. The parties acknowledge and agree that they have not relied on and shall have no right of action in respect of any representation, warranty or promise in relation to such subject matter unless expressly set out in this agreement save where such representation, warranty or promise is made fraudulently.

30. No waiver of any breach of any of these Standard Terms and Conditions shall be deemed to be a waiver of any other breach and no waiver shall be effective unless in writing.

31. These Standard Terms and Conditions and any agreement to which these Standard Terms and Conditions apply shall be interpreted in accordance with the laws of South Africa and the Parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Pretoria / Gauteng Local Division, Johannesburg) in any dispute arising from or in connection with these Terms and Conditions.