RAINMAKER SERVICES (PTY) LTD (“RAINMAKER”) MEDIA CE/MEDIA SCHEDULE TERMS AND CONDITIONS
A signed Cost Estimate (CE) is required before a campaign can commence.
All amounts stated are VAT exclusive.
The person signing this agreement on behalf of the vendor warrants that he/ she is duly authorised to do so.
Vouchers or electronic gift cards will only be issued once payment has cleared in the Rainmaker bank account.
Fixed cost on the CE will be the final amount due for the line item and payable upfront in the month the promotion begins.
Variable cost can change based on the number of units or participation and will be determined at the end of each month, for example the billable amount for till slip printing will be based on till slips printed for the promotion, while the cost estimate is based on historical information.
Any discount based on a transaction that is percentage based will be billed based on the actual discount value accrued over the period of the campaign.
Promotional campaigns are subject to the Shoprite Group’s commercial approval before a campaign can commence.
The supplier may receive data (including but not limited to customer, basket and sales data), that is confidential. Any data exchange will be done subject to the provisions of the prevailing laws of the country and the supplier warrants that it will keep such data private and confidential.
Purchase and Sale: The Client agrees to purchase the advertising space or activation activity on the media channel as specified in the Media Plan from Rainmaker who agrees to provide the inventory on the specified channel subject to the terms and conditions contained herein.
The display of certain advertising material on the specified media channel may be subject to the approval thereof by Rainmaker, the store within which it will be displayed, or a local or other state authority. If this is applicable Rainmaker shall advise the Client of the lead times required to accommodate the obtaining of such approval but shall not be liable for any delays in the installation and/or display of advertising material that is caused by delays in the approval process and the Client shall, despite such delay be liable for the payment of the purchase as from the commencement date set out in the Media Plan.
The channel, or stores within which the advertising material is flighted or published may, during the course of this agreement, require maintenance or be removed. Rainmaker shall be entitled to undertake such maintenance or store replacement, which may necessitate the removal of the advertising material or an interruption in the activation for periods not exceeding 72 hours and excluding promoter events. The Client shall not be entitled to claim damages or any remission of rental in respect of such periods. Any unscheduled interruptions caused by weather, power facility or for whatsoever reason will be managed on an individual basis.
Rainmaker reserves the right to cancel the agreement by giving the Client not less than 30 days prior written notice of cancellation, should the store in which the advertising material is hosted undertake renovations/alterations to the property or any other reason whatsoever create an indefinite interruption or termination of the media channel.
Should the Client wish to make use of its own advertising material/content,
Rainmaker reserves the right to specify the required material/substrate and quality of finishes to be applied,
the Client shall abide by Rainmaker’s policies and procedures with regards to delivery, finishing requirements and time frame on flighting or publication;
all advertising material is subject to approval by Rainmaker and the store/s;
all advertising material shall be delivered to Rainmaker within the time frames as specified in the Activation Schedule. Rainmaker is absolved of responsibility for the late display of advertising material should this deadline not be met.
Should the Client wish Rainmaker to undertake the production of its advertising material,
the Client shall comply with Rainmaker content specifications as provided in the Activation Schedule;
lead times advised by Rainmaker shall be taken into consideration and should the Client’s artwork or other material not be supplied to Rainmaker Media (in the format as specified) within the time specified,
Rainmaker shall not be liable for any delay in the flighting and/or display of the advertising material and the media inventory shall, despite such delay, be payable as from the commencement date set out in the Media Plan. Rainmaker will also be entitled, without derogating from its right in clause 13 hereof, and in its sole discretion, reschedule the flighting and/or publication for a later date, in which event the Client shall be liable for all wasted and increased costs
Rainmaker will check material provided for flighting and/or publication, but will not be liable for any losses or expenses suffered by any person as a result of errors contained in the material provided.
The Client accepts that Rainmaker acts on behalf of the Client when flighting and/or publishing the material and the Client hereby indemnifies Rainmaker to the fullest extent of the law against any loss or expense that Rainmaker or any Shoprite Group retail store may suffer or incur should any such advertising material be provided or approved by the Client.
The Client’s advertising material shall
not contain attacks on or invidious comparisons with any other advertisers, firms, institutions or persons, be untruthful or objectionable or indecent;
conform to the requirements of Rainmaker, the laws of the Republic of South Africa, the Advertising Regulatory Board and any other advertising authority of South Africa; and,
be subject to the final written approval of Rainmaker.
Rainmaker reserves the right to edit, revise (with advertisers’ awareness) and/or reject advertising material which in Rainmaker’s reasonable opinion does not comply with the requirements above or which it deems to be unsuitable for whatsoever reason, or to suspend or cease the display thereof.
Cancellation: The following cancellation fees are applicable. Please note the production cancellation penalties in addition to the media penalties.
Till Slip Mechanics that gets cancelled 5 working days before proposed promotion start date will be billable for set-up cost and all fixed costs.
All campaign with a USSD, WhatsApp and SMS element that get cancelled once development has started will be billable.
Targeted email and SMS campaigns cancelled 5 working days before the proposed start date of the campaign will be billable for 50% of the campaign cost related to the communications
Digital media on our owned or paid channels that is cancelled 5 working days before the proposed start date of the campaign will be billable for 50% of the campaign cost related to the communications
Campaigns may only be postponed by a maximum of 4 (four) months, provided a letter of reason is presented to Rainmaker Media by the Client. Campaigns may not be postponed once they have started, or may not be postponed more than once. If contracts have been postponed, they may not be cancelled.
Any cancellation must be given via a letter of reason. The associated cancellation fees on contracts in terms of in-store media are as follows:
15% (fifteen percent) of the contract value of all contracted months on which more than 6 (six) calendar months’ notice was given.
25% (twenty five percent) of the contract value of all contracted months on which less than 6 (six) calendar months’ notice was given.
50% (fifty percent) of the contract value of all contracted months on which less than 5 (five) calendar months’ notice was given.
75% (seventy five percent) of the contract value of all contracted months on which less than 4 (four) calendar months’ notice was given.
100% (one hundred percent) of the contract value of all contracted months on which less than 3 (three) calendar months’ notice was given.
Please note: the above In Store media cancellation policy is applicable if a campaign is cancelled partly or in its totality. Should a campaign be changed or altered, it will be seen as a cancellation and, as mentioned above, will be applicable on the value by which the campaign has been reduced.
Indemnity: Neither Rainmak nor the owner(s) or management of any property in which the advertising material or activation is hosted/flighted shall be liable for any loss or damage, or be liable for any injury or loss of life to the person of the Client or his employees or invitees, including but not limited to consequential loss and loss of profit, howsoever arising, from the display and/or broadcast, or delay and/or errors in the display and/or broadcast, of the Client’s advertising material, and the Client hereby waives any such claim. Furthermore, the Client indemnifies Rainmaker, its associated companies, directors, agents and employees and the management and owners of the property in which the advertising material is hosted/flighted and their respective employees (hereinafter referred to as “the Indemnified Parties”) and holds them harmless against any claims, howsoever arising and of whatsoever nature, which may be made against the indemnified parties or any of them in connection with the display and/or broadcast of the advertising material, including without limitation, the breach of any term of the Media Plan and/or these terms and conditions, the use by the Client of offensive content and the infringement of third parties proprietary or other rights.
Rainmaker may, without prejudice to its right to claim specific performance and/or damages, cancel forthwith the agreement in the event of:
the Client committing a breach of any of the terms and conditions contained herein or the Media Plan, and failing to remedy such breach within 7 (seven) days of receipt of written notice from Rainmaker calling upon it to do so;
the Client ceasing trading or being wound up or dissolved by voluntary or involuntary proceedings or becoming insolvent or going into liquidation or entering into any arrangement or composition with its creditors or suffering any distress or execution levied on its goods or if a liquidator, receiver or administrator, sequestrator or trustee is appointed over any of its assets or of its undertakings.
Neither the Client nor Rainmaker shall be responsible for failure to perform its obligations in terms hereof if prevented by the happening of any event beyond the control of the parties whether such failure be total, partial, permanent or temporary.
No delay or indulgence by Rainmaker in exercising any right hereunder shall operate as a waiver of such right.
The Client consents to the jurisdiction of the Magistrates Court for the purpose of any legal proceedings against it arising from this agreement, irrespective of the value of the matter in dispute. Should the Client be in default of any of its obligations in terms hereof, Rainmaker shall be entitled to recover from the Advertiser all costs, charges and collection commission incurred by it and/or its attorneys, on the attorney and own client scale, whether or not action has been instituted.
No variation or amendment hereof shall be of any force or effect unless agreed to in writing and signed by both parties.