ADVERTISER- ADVERTISING/MARKETING AGENCY AGREEMENT as approved by the A.A.A. Ltd. BETWEEN Agency: Dimensions Marketing Dimensions Contract Employment (Pty) Ltd And Client: We, Dimensions Marketing, hereby agree to serve as your Marketing/Advertising agency in accordance with and subject to the following terms and conditions. STATEMENT AS TO STATUS We act in this contract as a principal at law. SCOPE OF WORK In the execution of your marketing plans, advertising and other services, when appointed by you, we shall do the following: a) In co-operation with you, compile a marketing plan for your brands and services regardless of whether advertising results from this plan. b) Plan, write, design, illustrate or otherwise prepare your advertisements or other appropriate forms of your communication. c) Contract in our name for the space, television, radio and cinema time, outdoor media, distribution and logistics or other means to be used for your advertising and marketing, endeavouring to secure the most advantageous rates available. d) Incorporate the message in the form required by the medium concerned and forward it with proper instructions for the fulfilment of the contract. e) Check and verify your advertising displays, TV, broadcasts or other means used to such a degree as is usually performed by advertising agencies and is regarded as good practice. f) Audit and pay invoices for space, television, radio time and cinema preparation, production and services.
2 For the attainment of the above we shall further undertake to: Study your product or service to determine its advantages, intrinsic and extrinsic and in relation to competition. Co-operate with you in analysing the present and potential market for your product or service whether this results in advertising or not. Use our knowledge of available media which could profitably be used to communicate the advantages of your brand or service to the public, or selected section of the public. Formulate an Advertising and Marketing plan if or when desirable based on the foregoing pre-requisites. Co-operate, where necessary, with other sections of your sales force to ensure effective communication and maximise effectiveness. GENERAL PROVISIONS We agree to secure your approval for all categories of expenditure in connection with the services rendered to you. For as long as they are in current use, we shall keep in our care advertising materials entrusted to us as your property, and shall take all reasonable steps to secure their return from third parties. Copyright for work produced by DIMENSIONS will be vested in the company unless otherwise agreed in writing. The source code and original program content as well as storage media shall remain the property of Dimensions to dispose of as it sees fit within a reasonable time period. You reserve the right, in your own best interest, to modify, reject, cancel or stop any plans, schedules or work in progress; and in such event we shall immediately take proper steps to carry out your instructions; but you agree to assume our liability for all commitments, and to reimburse us for any losses which we may sustain thereby, and for all expenses incurred in connection with your marketing and its preparation on your authorisation, and to pay us any service charges relating thereto in accordance with the provisions of this agreement. We shall endeavour to the best of our knowledge and ability to guard against any loss to you through failure of media or suppliers properly to execute their commitments, but we shall not be held responsible for any failure on their part. Unless we specifically advise to the contrary, our Contract with media suppliers for your advertising will be made in accordance with the media rate cards or other standard or individual conditions applicable to those media. The rights and liabilities between you and ourselves will correspond with those between ourselves and the various media suppliers under the same conditions, excluding any conditions relating to payment of commission to accredited advertising agencies. 2
3 ADVERTISING STANDARDS AUTHORITY. We shall abide by the rulings of the Advertising Standards Authority and their codes and practices. In order to satisfy the requirements of these codes or any statutory requirements and in the interest of yourselves, ourselves and the public, we may, when necessary, require that you supply us with objective factual evidence in support of any product claims you wish to make. You will advise us if you consider that any claim made in any copy submitted to you by us for approval is incorrect or is likely to be considered misleading, in relation to your product or service. However, in the event of a ban being imposed on any advertising or packaging material under the Publications and Entertainment Act, 1963, or any other Act introduced subsequent to this Agreement, or any delay or loss caused by actions of the Advertising Standards Authority or other bodies enforcing their codes we would not be held responsible for any damage you may sustain as a result of any such actions. CHARGES FOR ADVERTISING SPACE, TELEVISION, RADIO AND CINEMA TIME Where the standard Agency commission of not less than 16,5% is allowed, you agree to pay us at rates contracted with media based on published rate cards. Where advertising is not commission-bearing, or where less than 16,5% commission is allowed, you agree to pay us at contracted rates plus an amount which will yield us not less than 16,5% of our total charge to you. If, in a medium having a schedule of graduated rates, less space or television, radio or cinema time than contracted for is used, you agree to pay us the difference, if any, between the amount due at the rate named in the contract and the amount due at the rate applicable to the quantity of space, television, radio or cinema time used in connection with your advertising. (i.e. If a discounted rate has been applied based on a minimum space value being booked and this minimum has not been met.) If, in a medium having a schedule of graduated rates, more space or television, radio or cinema time than contracted for is used, we shall credit you any excess you may have paid us over the amount due at the rate earned which we received from the medium concerned. 3
4 CHARGES FOR MATERIAL AND SERVICES PURCHASED You agree to pay us the net cost of all materials and services (other than space, television, cinema and radio time) purchased for you or performed by us on your authorisation, plus an amount which will yield us not less than 20% of our total charge to you. Items to be billed on this basis include the following: Artwork, photography, retouching, comprehensive layouts and mechanicals. Engravings, electros, plastic and rubber plates, typography, matrices, stereos and other mechanicals. Services by special writers, photographic models, television, radio and film talent. Television, radio, film and other scripts or continuities, musical arrangements and production, electrical transcriptions, television and film commercials. Handling public relations. Handling store merchandising. Handling non-commission-bearing advertising. Conducting market, product, consumer or media research, either through our own research departments or contracted with independent research organisations, other than that which we normally, at our own discretion, undertake for effective commission-bearing advertising. Designing or supervising exhibition stands and special shows. Organising or supervising sales conferences and similar functions. Designing packs, labels, vehicle panels, stationery, logos, point-of-purchase material. Designing or writing salesmen s portfolios and other types of promotion material. Large-scale checking of distribution of products or point-of-purchase material on specified sites t.b.a. Preparing storyboards of a comprehensive nature (as distinct from scenarios) for cinema or television commercials. Supervising the production of photography for television, cinema and other electronic media commercials. Supplying information on competitive advertising except for minor ad hoc requests. Handling direct mailing and related services. Staff Time Costs involved in New Product Development, up to the date that the product is launched nationally. Supplying copy in languages in addition to the English and Afrikaans languages. Securing testimonials and endorsements. ISP charges, hosting, specialised programming, FTP access and Internet domain registration fees. 4
5 PRINT AND PRODUCTION CHARGES According to the standard print industry conditions, you agree to be billed on the following basis in respect of Print Jobs undertaken by us: a) By our charging you the net quoted price of all the print jobs, plus and amount which will yield us not less than 20% of our total charge to you, except those excluded by paragraph (b) below. b) By our charging you a fee to be negotiated on jobs that can be defined under the following categories: Repeat orders which are run-ons of existing material and where no extensive revisions are required. Any routine job requiring no creative work and initiation by us, including stationery, adaptations of overseas items and specifications or price lists prepared by you. c) By charging a creative service fee commensurate with the work done when we carry out the creative work for a print job which is placed directly. DISBURSEMENTS. Upon our performing the services listed below, you agree to reimburse us such cash outlays as we make in connection with them on presentation of documentation. Forwarding and mailing (including packaging, postage, express, taxes, import duties). Telephoning and faxing on your behalf. Electronic mail and internet costs i.r.o. distribution and dissemination of print materials and communications data. Taxes incurred or actually paid on your behalf. Travel and accommodation expenses incurred on your behalf. Legal costs incurred on your behalf. Development work stopped by you or your staff for ant reason whatsoever. If you should desire other special services that do not form part of this core agreement from time to time, the remuneration we are to receive shall be agreed upon in writing in advance. 5
6 NEGOTIATED REMUNERATION (an alternative option for consideration and negotiation). It is agreed that in addition to the remuneration previously mentioned in this agreement, you agree to pay us an annual retainer fee of R.. payable monthly in advance in equal monthly instalments of R.. on the first day of each month, to cover normal daily disbursements, public relations services, administrative functions and to secure our services on a limited preferential basis. This will also disallow us to act on behalf of certain competitive organisations (which shall be listed) so as to secure exclusivity within reasonable bounds according to South African commercial law. TERMS OF PAYMENT Two fundamental principles on which the advertiser-marketing Agency financial relationship is based are: i) that the marketing agency shall finance its own service, but not the advertising space it places, or creative work it sources for its clients; and ii) that the marketing agency is held by media and suppliers as solely liable for payment. it is therefore essential that we be paid by you within 30 (thirty) days of date of statement or on presentation of Invoice. Credit terms will only be granted on successful application and/ or acceptable sureties or guarantees being lodged. Where production work is costly and prolonged (e.g. film or television commercials) and for which we must make substantial interim payments to third parties, we are entitled to request advance payments on account to meet such interim payments. We furthermore reserve to ourselves the right not to proceed with the particular project until such time as such advance payments have been received. Where we are required to pay in advance for any advertising or services on your behalf, you agree to pay us those sums immediately such advance payments are due. AGENCY LIABILITY You will have no action of any kind whatsoever against us in respect of any legal proceedings against you arising out of any advertisement approved by you and disseminated by us where the legal proceedings are based on any representation in or other content of the advertisement in question which is based on any information, knowledge or material whatsoever obtained from you and used by us in good faith. You shall indemnify us against any claim made against us where the claim is based on such a representation or other content. 6
7 TERMINATION OF AGREEMENT This agreement will become effective on the.. day of.. 20. and will continue for a minimum period of twelve months, and thereafter until termination by a minimum of 90 (ninety) days notice in writing given by either party to the other and sent by registered mail to the principal place of business of the party to whom such notice is addressed. Renewal terms and conditions: 1. Should notice not be given, this agreement in its entirety, will remain in force for a further twelve months from the anniversary date, with automatic renewal on each anniversary thereafter. 2. Rates shall be subject to revision on an annual basis or as may be necessary by mutual agreement in writing. The rights, duties and responsibilities of the advertising agency will continue in full force during the period of notice - including the ordering and billing of all advertising media whose closing dates fall within such period excepting advertising created by the newly appointed advertising agency within the 90 day termination period. After the expiration of the agreed-upon interval following notice, no rights or liabilities shall arise out of this relationship, regardless of any plans which may have been made for future advertising, with the following exceptions: i) That any uncancellable contract made on your authorisation, and still existing at the expiration of the agreed-upon interval following notice of termination will be carried to completion by us and paid for by you unless mutually agreed in writing to the contrary, in accordance with the provision herein. ii) That any materials, services, etc. we have committed ourselves to purchase for your account or with your approval (or any uncompleted work previously approved by you either specifically or as part of a plan) will be paid for by you in accordance with the provisions of this agreement. iii) That termination will not prejudice any claim which we may have against you arising out of any indemnity given by you to us in this agreement. Upon termination of this contract, we shall transfer, assign and make available to you or your representative all property and materials in our possession or control belonging to and paid for by you, and all information regarding your advertising. We also agree to give all reasonable co-operation towards transferring, with approval of third parties in interest, all reservations, advertising space, television, radio and cinema time or materials yet to be used, and all rights and claims thereto and therein, upon being duly released from the obligation thereof. However, at termination, unused or unpublished advertising plans and ideas prepared by us, shall remain our property, regardless of whether or not the physical embodiment of the creative work is in your possession in the form of copy, artwork, film, plates, etc. 7
8 AGREEMENT THE ADVERTISER / CLIENT: Registered Name of Company / c.c. / other: Registration No: Address: Code: Postal Address: Code: Tel: ( ) Fax: ( ) This done and signed at: This Day of 20 By (Name): Authorised Signatory Designation of signatory THE MARKETING AGENCY Registered Name of Company / c.c. / other: Dimensions Contract Employment (Pty) Ltd t/a Dimensions Marketing Registration No: 9602524/07 Address: Unit 12, Northcliff Office Park, 203 Beyers Naude Drive, Northcliff Postal Address: P.O. Box 848, Cresta Code: 2118 Tel: (011) 782-0544 Fax: (011) 782-0770 This done and signed at: This Day of 20 By (Name): Authorised Signatory Designation of Signatory Witness Witness 8