Professional Services Terms and Conditions

  1. Acknowledgement & Acceptance of Agreement
    1. Acknowledgement & Acceptance of Agreement
      1. This Listings Service Agreement (along with all other applicable terms and conditions, including, without limitation, the BrownSense Africa Group Terms of Use[MS1] , the Code of Conduct and Editorial Guidelines, which are hereby incorporated by reference in this ‘Agreement’) is made and entered into by BrownSense Africa Group, and the business entity identified by you when registering and accepting this Agreement (the ‘Advertiser’ or ‘you’) by clicking on an ‘I Accept’ button or similar button or link, where such action is identified as having the effect of accepting this Agreement. You acknowledge, represent and warrant that you are authorized to enter into this Agreement on behalf of the Advertiser, that your Acceptance of this Agreement has the effect of making the Advertiser a party bound to this Agreement, and that the information submitted by you to BrownSense Africa Group, via online forms or otherwise, is and will continue to be authentic and correct.
      2. Pursuant to this Agreement, Advertiser submits business listing(s) and/or link(s) to, its web site(s) for inclusion on BrownSense Africa Group web site. The terms and conditions applicable are set forth below. Listing shall be subject to the Advertiser undergoing a verification process (a know your client process). 
      3. Basic inclusion of a website title, description and URL (‘Business Listing’) on the BrownSense Africa Group site are sold on an inclusion basis for a non-refundable annual verification fee and an annual renewal fee. BrownSense Africa Group may, in its sole discretion, change the setup or annual renewal fee at any time.
      4. Following submission by Advertiser of a Business Listing submission form, BrownSense Africa Group will review the Business Listing entry containing the information submitted by Advertiser regarding its website/details, to determine whether Advertiser’s Business Listing entry and applicable web site is eligible for inclusion in BrownSense.Africa within five (5) business days from the date the Business Listing submission form is received by BrownSense Africa Group, BrownSense Africa Group will review Advertiser’s Business Listing entry inclusion to determine whether it is eligible for inclusion in BrownSense Africa Group.
  2. Notification of Changes
    1. BrownSense Africa Group may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, increases to the annual fees charged for the Listing Services. Whenever BrownSense Africa Group changes this Agreement, it will post those changes to its Web Site and will update the ‘Last Updated’ date at the top of this Agreement. The revised terms will become effective on the date BrownSense Africa Group posts such changes to its Web Site, except annual fee increases will become effective at the time your annual Agreement automatically renews. It is your obligation to check this Agreement regularly to ensure you are updated as to any changes. Without limiting the foregoing, if BrownSense Africa Group determines in its sole discretion that the modification is material, it will notify you electronically via the email address associated with each account. If any modification to this Agreement is not acceptable to you, your only remedy is to notify BrownSense Africa Group of your election not to renew your Agreement, as provided in Section 3 below.
  3. Term of Agreement
    1. BrownSense Africa Group may, at any time in its sole discretion, with or without cause, terminate this Agreement and/or cancel any listings or links submitted under this Agreement.
    2. Auto-Renewal: Business Listing subscription will be automatically* renewed on a month to month basis*, unless Advertiser notifies BrownSense Africa Group by sending an email with the words ‘CANCELLATION’ in the subject line to *accounts2@brownsense.africa*. Advertiser shall deliver such notice at least thirty (30) days prior to the commencement of the next renewal term. *Notice of cancellation to be sent (30) days prior to or after expiration of contract and not earlier.*
  4. Service Fees and Payment Terms
    1. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify BrownSense Africa Group in writing within sixty (60) days after any such charge; failure to so notify BrownSense Africa Group shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by BrownSense Africa Group. No other measurements or statistics of any kind shall be accepted by BrownSense Africa Group or have any effect under this Agreement.
    2. Fees: Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify BrownSense Africa Group by sending a detailed notice of dispute to BrownSense Africa Group via email at: accounts@brownsense.africa within ten (3) days of the charge; failure to so notify BrownSense Africa Group shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by BrownSense Africa Group. No other measurements or statistics of any kind shall be accepted by BrownSense Africa Group or have any effect under this Agreement. All payments made under this Agreement are non-refundable.
    3. Late Payments: Any charges which are past due by more than thirty (30) days shall bear interest at the rate of ten percent (10%) per month or the maximum rate permitted by applicable law, whichever is less, and Advertiser shall reimburse BrownSense Africa Group for any costs and fees (including attorneys’ fees) incurred by BrownSense Africa Group in an effort to collect any amount due hereunder.
    4. Disputes: If Advertiser has any questions or objections regarding charges, it must promptly (within 3 days from invoice) notify BrownSense Africa Group in writing (including electronic mail) and make a reasonable and good faith effort to resolve its objection. Such notice must identify the amount in dispute and must provide in reasonable detail the basis for disagreement with any charges.  For purposes of this paragraph, disputing payment because of inability to pay or because of Advertiser’s failure to submit a proper notice of non-renewal by the applicable date shall not be considered to be a good faith dispute.
    5. Payment Method: To maintain a Listing account with BrownSense Africa Group, Advertiser must pay into the bank account designated by BrownSense Africa Group in an invoice sent to the Advertiser. Listing accounts are renewed on an annual basis as set forth in Section 6.
  5. Editorial Standards and Requirements
    1. Advertiser’s Listing entries are written by the Advertiser subject to BrownSense Africa Group approval. Advertiser agrees to be bound by and follow the BrownSense Africa Group editorial standards as described in BrownSense Africa Group’s Editorial Guidelines. Advertiser’s submissions to the BrownSense Africa Group site will be subject to BrownSense Africa Group editorial review, modification and/or removal in BrownSense Africa Group sole discretion. BrownSense Africa Group reserves the right, but not the obligation, to review Advertiser submissions.
    2. ADVERTISER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS AND SUBMISSIONS TO THE BROWNSENSE AFRICA GROUP SITE DO NOT, AND WILL NOT INCLUDE CONTENT, OR LINKS TO CONTENT, WHICH MAY RESULT IN A CLAIM AGAINST, OR CIVIL OR CRIMINAL LIABILITY TO, BROWNSENSE AFRICA GROUP OR THAT OTHERWISE VIOLATES APPLICABLE LAW OR THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTENT THAT IS FRAUDULENT, DECEPTIVE, LIBELOUS, DEFAMATORY, OBSCENE, PORNOGRAPHIC, ADULT-THEMED, INFRINGING OR THAT VIOLATES THE PRIVACY, PUBLICITY OR ANY OTHER RIGHT(S) OF A THIRD PARTY.
    3. ADVERTISER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS BROWNSENSE AFRICA GROUP AND ITS AFFILIATES AND PARTNERS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS, LICENSEES AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, ACTIONS, LIABILITIES, LOSSES, EXPENSES, DAMAGES, AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY, ‘LOSSES’) THAT MAY AT ANY TIME BE INCURRED AS A RESULT OF ANY THIRD PARTY CLAIMS, SUITS OR PROCEEDINGS: (A) ARISING OUT OF ANY BREACH BY ADVERTISER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY ADVERTISER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH ADVERTISER’S LINKS OR LISTINGS. BROWNSENSE AFRICA GROUP RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION, REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTILINKS.
  6. Security
    1. BrownSense Africa Group endeavors to protect the security of Advertiser’s payment information during transmission by using Secure Sockets Layer (‘SSL’) when receiving payment information through the BrownSense Africa Group website. It is important for Advertiser to protect against unauthorized access to your password and your computer. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and Advertiser agrees to accept full responsibility for all activities conducted using Advertiser’s account on BrownSense Africa Group .
  7. Registration Information
    1. In connection with the Listing program, Advertiser is required to submit registration information. BrownSense Africa Group may use such information to contact Advertiser regarding its listings and links. BrownSense Africa Group may disclose such information to its third party vendors and service providers in connection with conducting its business and providing and maintaining its site, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a) comply with the law or legal process; (b) enforce this Agreement; or (c) protect the rights or interests of BrownSense Africa Group, its affiliates or related parties. Notwithstanding anything to the contrary herein, BrownSense Africa Group may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of BrownSense Africa Group with another entity.
  8. License
    1. Advertiser hereby grants to BrownSense Africa Group a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use Advertiser’s listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by Advertiser (collectively the ‘Advertiser Marks’), for purposes of providing the services covered by this Agreement; and (ii) incorporate in BrownSense Africa Group’s sites links provided by Advertiser as part of its listings and submissions.
  9. Warranty Disclaimer
    1. NEITHER BROWNSENSE AFRICA GROUP NOR ITS SUPPLIERS OR VENDORS MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. BROWNSENSE AFRICA GROUP’S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND BROWNSENSE AFRICA GROUP’S REASONABLE CONTROL. ADVERTISER ACKNOWLEDGES THAT BROWNSENSE AFRICA GROUP’S SITE IS OPERATED ON AN ‘AS IS’, ‘AS AVAILABLE’ BASIS, AND THAT NEITHER BROWNSENSE AFRICA GROUP NOR ITS SUPPLIERS OR VENDORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEB SITE OR SERVICES.
  10. Limitation of Liability
    1. IN NO EVENT SHALL BROWNSENSE AFRICA GROUP OR ANY OF ITS SUPPLIERS, VENDORS OR AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL BROWNSENSE AFRICA GROUP’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO BROWNSENSE AFRICA GROUP BY ADVERTISER UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD PRIOR TO THE TIME THE APPLICABLE CLAIM ACCRUED.
  11. Privacy
    1. In no event shall Advertiser collect, or cause or permit the collection of, any Personal Information (as defined below) from users of BrownSense Africa Group site while such users are browsing or viewing BrownSense Africa Group sites, or place any file or code, including cookies, on the personal computers of users of BrownSense Africa Group sites while such users are browsing or viewing BrownSense Africa Group sites. BrownSense Africa Group privacy policies shall apply to users of BrownSense Africa Group’s Web Site while users are browsing or viewing BrownSense Africa Group’s site, and Advertiser shall comply with same. BrownSense Africa Group shall own all information relating to user access to BrownSense Africa Group’s site, including, but not limited to, all Personal Information, demographics and usage information gathered therefrom. ‘Personal Information’ includes an individual’s name, address, e-mail address, age, date of birth, credit card or other financial information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.
  12. Reservation of Rights
    1. Advertiser agrees that BrownSense Africa Group retains all right, title and interest in and to BrownSense Africa Group’s technology, services and other intellectual property rights. Advertiser agrees that it will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by BrownSense Africa Group, except as explicitly provided herein or approved in advance in writing by BrownSense Africa Group
  13. Miscellaneous
    1. BrownSense Africa Group reserves the right, in its sole discretion, to (i) remove Advertiser’s Listing and/or cancel Advertiser’s account for any reason or no reason; (ii) change the fees for Listing; (iii) change the procedures or rules for obtaining or maintaining a Listing; (iv) alter the content or other aspect of any Listing; and (v) discontinue Listing and/or the or website. Payment of Advertiser’s fee will not guarantee that Advertiser’s listing(s), link(s) and/or account will remain on the BrownSense Africa Group Directory or website if Advertiser or Advertiser’s listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, Advertiser shall promptly pay BrownSense Africa Group all moneys due hereunder.

Receipt times of all submissions, notices and other correspondences and transactions via the BrownSense Africa Group site are measured based on receipt by BrownSense Africa Group servers. This Agreement: (a) shall be governed by and construed in accordance with, the laws of the South Africa, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder by BrownSense Africa Group must be expressly made in writing. Should any provision of this contract be held to be void, invalid, or inoperative, such provision shall be modified to reflect the fullest enforceable intent of the parties, or if such modification is not possible, severed, and the remaining provisions of this contract shall not be affected and shall continue in full force and effect.

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