Genesis Global Business Services | GBS.World
Standard Terms and Conditions for Trusted Subscription and Verified and Certified Programs:
- The following terms of business apply between Genesis Global Business Services (Pty) Ltd, a company incorporated in South Africa (company no. CK: 2017/145519/07) whose official office is at 50 Sixth Road, Hyde Park, Johannesburg, South Africa, 2196, South Africa (herein referred to as “platform provider” “publisher”, “we”, “us” or “our”) and the client or member or sponsor set out in this Agreement and Order Confirmation Form (herein referred to as “member” “client” “party” “you” “his/her” or “your”) for the purchase of the Trusted Subscription or Verify or Certified Business Profile and Program (herein referred to as “Package”) in/on the World Source Marketplace for Global Business Services (GBS.World) that includes profiles, content, software, code, market research in/from the World Source Marketplace for Global Business Services (GBS.World) that is published and produced by Genesis Global Business Services (Pty) Ltd (herein referred to as “Portal” “Materials”).
- Words beginning with a capital letter are defined within this Agreement. The word “including” does not denote any limitation.
- No conditions stipulated on a member order form which are in conflict with these conditions nor any representations made or implied, shall be of any force or effect, unless agreed to in writing by the platform provider or publishers.
- Responsibility for compliance with all laws relating to the content of advertisements, business profiles and sponsorship content and material shall rest with the member.
- The member shall be liable and further indemnifies the platform provider and publisher of the Materials for all damages and costs which flow from any action which may be instituted against the publisher by reason of the publication of his/her advertisement or content in their marketplace business profiles and Package.
- The platform provider and publisher may refuse to accept for publication any content which they consider to be unsuitable.
- Any design or artwork commissioned by the member from the platform provider and publisher will be charged to the account of the member if agreed to by the member.
TERMS APPLICABLE TO ALL MATERIALS AND PROFILES
- International copyright laws, database rights and other intellectual property rights protect the Materials. The platform provider and publisher and our affiliates or our licensors are the owners of these rights.
- All product and company names and logos contained within the Materials are the trademarks, service marks or trading names of their respective owners, including us. All of our rights which are not specifically granted to the member by this Agreement are reserved to us.
- Except as otherwise expressly provided in this Agreement, neither the member nor any user may print, copy, re-use, reproduce, modify, sell, distribute, transfer or commercially exploit the Materials in whole or in part.
- The platform provider and publisher reserves the right at any time: to make changes or corrections and to alter, update or upgrade any aspect of any of the Materials; or to vary the technical specification of any of the Materials or of any software included therein.
- The platform provider and publisher will have no liability for any loss or damage whatsoever sustained by the client as a result of using or relying on any research, information, data and content contained in the Materials.
- The platform provider and publisher accepts no liability for any indirect or consequential loss or damage or for any loss of data, profit, goodwill, anticipated savings, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable, arising under or in relation to this Agreement and Order Confirmation Form or arising out of or in connection with the member access, viewing or use of, or reliance upon any Materials.
- If the platform provider and publisher is liable to the member under this Agreement and Order Confirmation Form for any reason, our liability will be limited to the amount paid by the member for the Package in the year in which such liability arose.
- The member shall indemnify platform provider and publisher and keep the platform provider and publisher fully indemnified against any claims, losses, damages, costs, expenses (including reasonable legal expenses) or other liability incurred by the platform provider and publisher in respect of any infringement of our rights (including intellectual property rights) arising from use of the Materials by the member.
- The member is responsible to supply the platform provider with all the required advertising, content and sponsorship material for the Package in time to ensure inclusion in relevant publications and digital and online platforms (material on file in the form acceptable to the publisher).
- The member will create, build, maintain and update its own marketplace business profile(s) through the self-service profile build functionality supplied by the platform provider in the marketplace
- The member advertising or content will be held by the platform provider and publisher at your risk until collected by the member. The platform provider and publisher shall not be responsible for any loss or damage to any digital content or other items delivered or sent to the platform provider and publisher by the member.
- The member authorises the platform provider and publisher to store or otherwise process any personal information which relates to and/or identifies the member (including names and addresses), to the extent reasonably necessary for us, our partners, successors (including the purchaser of the whole or part of our business), associates, sub-contractors or other third parties to provide the Package and access to the Materials to the member.
- The member agrees that any order placed shall be binding on the member on signing by the member and the platform provider and publisher on their confirming such an order. The production by any employee of the platform provider and publisher in any legal proceeding connected with any true order of any order certified as such by any director of the platform provider and publisher shall constitute prima facie proof of the placing of any order by the member and its confirmation by the platform provider and publisher, and that a contract has been entered into as set out in the order read in conjunction with any confirmation.
- The member agrees to remain responsible for the execution of any part of any order that was placed by an agency acting for the member (or for its equivalent value), where circumstances related to the agency order impede the carrying out of the original order, or the balance of it, by the platform provider and publisher.
- The member agrees that the acceptance of the agency order does not imply that such acceptance relieves the member of such liability.
- The member agrees that any order is not subjected to any collateral undertaking that any reference, information, editorial, notice or article shall be published in this or any other publication or website or event of the platform provider and publisher; or that any advertisement layout and material will be supplied free by the platform provider and publisher. Any additional information supplied by the member is for the guidance of the platform provider and publisher and to be used only at their sole discretion.
GENERAL PAYMENT TERMS
- The member shall pay one hundred percent (100%) of the order upfront in full, without any discounts or deductions, unless agreed to in writing by the platform provider and publisher, for the Package upon booking.
- All payments by the member shall be made directly to the platform provider and publisher via electronic bank transfer (EFT) or a credit card payment system.
- The platform provider and publisher will render confirmation order forms/statements/invoices setting out the payment term.
AUTOMATIC RENEWAL FOR TRUSTED SUBSCRIPTIONS
- Trusted Subscriptions will automatically renew at the end of any term. Written notice of renewal shall be provided to the member no less than 30 days and more than 60 days before the cancellation deadline pursuant to the automatic renewal clause.
- You, the member may opt out of this automatic renewal system by updating the Subscription through the Portal. Each renewal term will be for a 12-month period as specified in the Package guide.
- Pricing for a renewal term will be according to the platform provider’s pricing in the price list in effect as of the commencement of the renewal term.
- You, the member, may disable a Trusted Subscription. You, the member, will need to separately disable each active Trusted Subscription. Depending on the Package, you, the member, will have limited or no access to the Package and Materials. The platform provider and publisher will not be liable in any manner whatsoever to the member arising out of member’s disablement of Trusted Subscriptions.
- The platform provider and publisher may disable a member’s Trusted Subscription for legal or regulatory reasons or as otherwise permitted under this Agreement and the platform provider and publisher will notify the member of a disablement as soon as commercially reasonable. If the platform provider and publisher disables a member’s Trusted Subscription, the platform provider and publisher also will suspend billing to member for that member’s Trusted Subscription until the Trusted Subscription is re-enabled.
- This Agreement is the whole agreement between the parties and supersedes any previous agreement between the parties relating to such matters. Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this Agreement as a warranty. This Agreement may not be amended or modified except by means of a written agreement signed by the parties specifically stating that it is intended to amend this Agreement.
- Regardless of the place of execution or performance in terms of this agreement, these terms and conditions and all modifications and amendments hereof, shall be governed by and decided upon in accordance with the Laws of the Republic of South Africa.
- The platform provider and publisher shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought by it exceeds the jurisdiction of the Magistrate’s Court, be entitled to institute action out of such Court and that this clause constitutes any consent which may be required in terms of Section 45 of the Magistrate’s Court Act, Act 32 of 1944. This does, however, not prohibit the publisher from instituting action in any High Court, which may have jurisdiction.
- The member shall pay all legal costs, including attorney and client costs, tracing agent fees and collection commission, which the publisher may incur in taking any steps pursuant to any breach of these terms and conditions by the member.
- A certificate issued and signed by any director or manager of the platform provider and publisher, whose authority/appointment need not be proved, in respect of any indebtedness of the member to the platform provider and publisher shall be prima facie proof of the member’s indebtedness to the platform provider and publisher.
- Except in respect of a payment obligation, neither party will be held liable for any failure to perform any obligation to the other due to Force Majeure Event provided the affected party notifies the other party in writing of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement as soon as reasonably possible after the start of the Force Majeure Event. The affected party shall make all reasonable endeavours to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement. As soon as reasonably possible after the end of the Force Majeure Event, the affected party shall notify the other party in writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement. If the Force Majeure Event continues for more than three months starting on the day the Force Majeure Event starts, either party may terminate this Agreement by giving not less than 30 days’ notice in writing to the other party. For the purpose of this clause 35, “Force Majeure Event” means an event beyond the reasonable control of the affected party including act of God, war, riot, acts of terrorism, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemics, illness or disease.
- No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or any later breach.
- Unless otherwise specified under this Agreement, any notice given by one party to the other under this Agreement must be in writing and may be delivered personally or by fax or e-mail.
- It is the intent of the parties that we will receive the price payable hereunder net of all applicable taxes, including without limitation, sales, service or withholding taxes, all of which shall be paid solely by the member. In the event that any such tax is levied upon, or found to be applicable to, the whole or any portion of the price payable by you hereunder, the amount of such price shall be increased by an amount necessary to compensate for such taxes (including any amount necessary to “gross up” for taxes levied on the increase itself). Any bank charges incurred by us in connection with your payment of our fees or charges (including the Fee and any Extension Fee) will be for your account. Without prejudice to any other rights and/or remedies available to us, we reserve the right to charge you (and you undertake to pay such charges on demand):
- For the purposes of this clause 39 “Confidential Information” means information disclosed by a party (“Disclosing Party”) to another (“Receiving Party”) relating to the Disclosing Party’s business, products, affairs and finances, clients, customers and trade secrets including customer lists, billing practices, contractual arrangements, technical data and know-how. The Receiving Party shall not (except in the proper performance of its obligations under this Agreement) during the continuance of this Agreement or at any time thereafter use or disclose to any person, firm or company (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information of the Disclosing Party. This restriction does not apply to: (i) any information in the public domain other than in breach of this Agreement; (ii) information already in the lawful possession of the Receiving Party before its receipt from the Disclosing Party; (iii) information obtained from a third party who is free to divulge the same; (iv) disclosure of information which is required by law or other competent authorities; and (v) information which can be shown to the reasonable satisfaction of the Disclosing Party to have been developed or created by the Receiving Party independently of the Confidential Information.
- If any provision of this Agreement (or any part of any provision) is found by a court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement and the validity and enforceability of the other provisions of this Agreement shall not be affected.
- This Agreement does not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- The members physical address is given on the first page of this document shall be recognised as the members domicilium citandi et executandi for all purposes in terms of this agreement, whether in respect of the serving of any court process, notice, payment of any amount or communication of whatsoever nature.
- The member hereby warrants that all the information recorded in this order is true and correct, and that the signatory to this order signs with his/her own free will and with full knowledge and understanding of the contents hereof, and that he/she is duly authorised to do so.
- This contract is the complete and entire contract and no variations will be valid unless reduced to writing and signed by both parties.