TERMS AND CONDITIONS OF SERVICE
1. LEGAL BINDING AGREEMENT AND SCOPE
1.1 Acceptance of Terms
These Terms and Conditions (“Terms”) constitute a legally binding agreement between Audio Africa Broadcasting Services (Pty) Ltd (“the Company”) and any person, firm, or juristic entity (“the Client”) that accesses our website, requests a quotation, or procures goods and services from us. By engaging with our brand, the Client acknowledges that they have read, understood, and agreed to be bound by these Terms in their entirety.
1.2 Supremacy of This Agreement
These Terms shall govern all interactions to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. No variation to these Terms shall be binding unless agreed upon in writing and signed by an authorised Director of the Company.
1.3 Juristic vs Natural Persons
The Client acknowledges that certain protections under the Consumer Protection Act (CPA) may not apply if the Client is a juristic person whose asset value or annual turnover, at the time of the transaction, equals or exceeds the threshold determined by the Minister from time to time.
2. DEFINITIONS AND INTERPRETATIONS
In these Terms, the following definitions apply:
Broadcast Environment: Any facility, including but not limited to radio stations, television studios, podcast suites, or streaming hubs, where the Company’s goods or services are deployed.
Company: Audio Africa Broadcasting Services (Pty) Ltd, including its directors, employees, and authorised technicians.
Effective Date: The date upon which the Client accepts a quotation or makes a payment to the Company.
Goods: Any physical hardware, telecommunications equipment, acoustic materials, or software licenses supplied.
Integration Services: The professional engineering, configuration, and installation of hardware into a functional broadcast workflow.
SLA: A Service Level Agreement drafted specifically to govern the ongoing maintenance and technical support of a project.
3. QUOTATIONS, PROPOSALS, AND ORDER PLACEMENT
3.1 Technical Specifications
Quotations are provided based on the specific technical brief submitted by the Client. The Company relies on the accuracy of this information. If the Client provides incomplete or inaccurate data regarding their existing infrastructure, the Company reserves the right to amend the quotation and shall not be liable for system underperformance.
3.2 Validity and Forex Fluctuations
All quotations are valid for a period of 7 (seven) calendar days. Because the Company imports specialist enterprise-grade hardware from international manufacturers, all pricing is subject to fluctuations in the South African Rand (ZAR) exchange rate against the US Dollar (USD), Euro (EUR), or Great British Pound (GBP). The Company reserves the right to adjust final invoicing if the exchange rate varies by more than 2% between the date of quotation and the date of final payment.
3.3 Acceptance of Orders
An order is only deemed accepted and “Active” once the Company issues a formal Tax Invoice and the required deposit has cleared into the Company’s bank account.
4. PRICING, TAXATION, AND PAYMENT PROTOCOLS
4.1 Value Added Tax (VAT)
All prices quoted are inclusive of Value Added Tax (VAT) at the statutory rate of 15%, unless the Client is an international entity and the goods are being exported, in which case specific VAT-zero-rating rules shall apply.
4.2 Deposit and Pre-Payment
Due to the high value of broadcasting hardware, a minimum deposit of 50% (fifty percent) is required for all hardware orders and integration projects. This deposit is non-refundable once equipment has been ordered from international suppliers or custom-manufactured.
4.3 Payment Deadlines
The remaining balance is due strictly upon delivery or completion of installation. For account-holding clients, payments must be made within 30 (thirty) days of the statement date. No set-off or deduction is permitted for any reason whatsoever.
4.4 Late Payment Interest and Penalties
Interest on overdue accounts will be charged at a rate of 2% per month, calculated daily and compounded monthly. Furthermore, the Company reserves the right to:
Suspend all active technical support.
Disable remote access to software-driven broadcast systems.
Repossess any hardware where ownership has not yet passed to the Client.
5. HARDWARE SUPPLY, LOGISTICS, AND RISK
5.1 International Lead Times
The Company acts as a specialist importer. While we provide estimated lead times, these are subject to international shipping schedules, port congestion, and South African Revenue Service (SARS) customs clearance procedures. The Company is not liable for any losses arising from delays outside of its direct control.
5.2 Delivery and Collection
Delivery is deemed to have taken place when the goods arrive at the Client’s physical address or when the Client’s nominated courier collects the goods from the Company’s facility.
5.3 Passing of Risk and Ownership
Risk in the goods passes to the Client upon delivery. However, ownership and legal title to the goods remain vested in the Company until the Client has paid the full purchase price plus any accrued interest.
6. PROFESSIONAL INTEGRATION AND SITE REQUIREMENTS
6.1 Client’s Responsibility for Site Readiness
The Client must ensure that the installation site is prepared in accordance with the Company’s technical requirements prior to the arrival of the engineering team. This includes:
Provision of clean, stable, and surge-protected power.
Adequate HVAC (Heating, Ventilation, and Air Conditioning) for server and rack rooms.
Safe and unobstructed access to all necessary cable runs and technical areas.
6.2 Aborted Site Visits
If the Company’s technicians arrive on-site and are unable to commence or complete work due to poor site preparation or lack of access, the Client will be charged a “Failed Visit Fee” at our standard daily technical rate.
7. TIERED TECHNICAL SUPPORT AND SERVICE STANDARDS
7.1 Contracted SLA Support
Premium support is reserved for clients with a signed, project-specific Service Level Agreement. These clients benefit from priority response times and access to our dedicated Jira Service Management Portal. All tickets logged through the portal are governed by the specific response and resolution targets in the SLA.
7.2 Complimentary After-Sales Support
For non-contracted clients, the Company provides limited technical assistance subject to the following rules:
Support is limited to 3 (three) fault-finding sessions per month, per client.
Sessions are limited to a maximum of 30 minutes each.
Requests are processed only after all active SLA priority tickets have been resolved.
Support is restricted to the specific products supplied by the Company and does not extend to the Client’s broader network.
7.3 Remote Support and Connectivity
The Client must provide the Company with secure remote access (e.g., VPN or TeamViewer) to any software-based systems that require support. Failure to provide connectivity may result in a billable on-site visit.
8. WARRANTIES, DEFECTS, AND RETURNS
8.1 Manufacturer Warranties
All hardware is supplied with the standard warranty provided by the original manufacturer. The Company acts as an intermediary for warranty claims. The final decision regarding the repair or replacement of a unit rests solely with the manufacturer.
8.2 Patent vs Latent Defects
The Client must inspect all goods immediately upon delivery. Any patent (visible) defects or shortages must be reported in writing within 24 hours. Latent (hidden) defects must be reported as soon as they are discovered, but within the manufacturer’s warranty period.
8.3 Cooling-Off Period
In accordance with the ECTA, if a Client is a natural person and the transaction was concluded via electronic means, they may be entitled to a 7-day cooling-off period, provided the goods are returned in their original, unopened packaging. This does not apply to custom-ordered or imported broadcast hardware.
9. LIMITATION OF LIABILITY AND INDEMNITY
9.1 Exclusion of Consequential Loss
To the maximum extent permitted by law, the Company shall not be liable for any indirect, special, or consequential damages. This includes, but is not limited to:
Loss of broadcast revenue or advertising income.
Loss of audience or station reputation.
Loss of data resulting from hardware failure.
9.2 Maximum Financial Liability
In all circumstances, the Company’s total financial liability for any claim shall be limited to the actual amount paid by the Client to the Company for the specific goods or services that gave rise to the claim.
9.3 General Indemnity
The Client indemnifies and holds the Company harmless against any claims, costs, or damages brought by third parties arising from the Client’s use of the broadcasting equipment or the content transmitted through it.
10. INTELLECTUAL PROPERTY AND CONFIGURATIONS
10.1 Proprietary Designs
All custom configurations, IP address mapping, podcast workflow diagrams, and acoustic designs created by the Company remain the exclusive intellectual property of Audio Africa Broadcasting Services (Pty) Ltd.
10.2 Limited Usage License
The Client is granted a non-transferable, non-exclusive license to use these configurations for their internal business operations. The Client is strictly prohibited from selling, sharing, or replicating these technical designs for third parties without prior written consent.
11. DATA PROTECTION AND POPIA COMPLIANCE
The Company processes personal information in accordance with the Protection of Personal Information Act (POPIA).
Purpose: Information is used for invoicing, logistics, and technical support.
Storage: Data is stored on secure, encrypted servers.
Third Parties: We only share data with necessary partners, such as international manufacturers for warranty registration or logistics companies for delivery.
Rights: Clients have the right to access, correct, or request the deletion of their personal information by contacting our Information Officer.
12. FORCE MAJEURE
The Company shall not be in breach of these Terms if it is unable to perform its duties due to circumstances beyond its reasonable control. This includes, but is not limited to:
National power grid failure and load shedding.
Global pandemics and government-mandated lockdowns.
Strikes, riots, and civil unrest.
International trade embargoes and shipping crises.
13. BREACH AND TERMINATION
Should the Client fail to make payment, file for business rescue, or breach any provision of these Terms, the Company may:
Terminate the agreement with immediate effect.
Cancel all outstanding orders and retain any deposits as liquidated damages.
Claim immediate payment of the full balance of all invoices, whether or not currently due.
Recover all legal costs on an attorney-and-client scale, including collection commission and tracing fees.
14. DISPUTE RESOLUTION AND ARBITRATION
14.1 Mandatory Mediation
In the event of a dispute, the parties must first attempt to resolve the matter through informal mediation between senior management.
14.2 Arbitration Foundation of Southern Africa (AFSA)
If mediation fails within 14 days, the dispute shall be referred to and finalised by arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA) in Johannesburg. The arbitrator’s decision shall be final and binding on both parties.
15. DOMICILIUM CITANDI ET EXECUTANDI
The parties choose their respective physical addresses as their domicilium citandi et executandi for the service of all legal notices. For the Company, this address is listed on our official website and invoices. The Client’s address shall be the one provided on the initial project brief or quotation.
16. GENERAL PROVISIONS
Whole Agreement: These Terms constitute the entire agreement between the parties. No other representations or warranties, whether oral or written, shall be of any force or effect.
Severability: If any part of these Terms is found by a court to be invalid or unenforceable, the rest of the agreement shall remain in full force and effect.
Non-Waiver: Failure by the Company to enforce any right or provision shall not be construed as a waiver of such right.
Cession: The Company may cede or assign its rights under this agreement to any third party without the Client’s consent. The Client may not cede its rights or delegate its obligations without the Company’s written approval.