1 - In accordance with international best practice, and applicable laws, dialoguemarketing will not knowingly send or promote unsolicited commercial messages, otherwise known as spam. All reasonable measures will be taken to ensure the dialoguemarketing application is not used for this purpose, including the imposing of fines and the cessation of services to repeat transgressors.

  2 - Messages will be considered spam where:
          a) the recipient HAS NOT requested the message;

          b) the message recipient DOES NOT have a direct           and recent prior commercial relationship and would           NOT reasonably expect communications; or

          c) the client supplying the recipient's contact details           DOES NOT have the recipient's explicit consent to           do so.

  3 - Where there has been no prior commercial relationship, dialoguemarketing will only allow message transmission on a double-opt in system to gain the recipient's explicit consent for the sending of messages. Where such consent is not received, using the double opt-in system, the application will not allow for further messages to be dispatched to the same recipient.

  4 - The dialoguemarketing application must be used for the purpose for which it is intended. Any other purpose is prohibited and subject to the immediate cessation of services.

  5 - Whilst dialoguemarketing enjoys in excess of 99 % uptime on its systems, dialoguemarketing takes no responsibility for any losses or damages arising from any period of downtime, system failure, or any other failure whatsoever. In this regard the client waives all right to any damage or liability claims against dialoguemarketing due to system failure, late or incorrect message delivery, or any other form of miscommunication whether through negligence or otherwise.

  6 - Whilst regular backups of all data are periodically undertaken by dialoguemarketing, and the client has the facility to export such data, dialoguemarketing takes no responsibility for the data, or any damages arising from the loss thereof.

  7 - Access to the dialoguemarketing application will be suspended should the client fall into arrears.

  8 - All accounts with dialoguemarketing are conducted on an in advance basis.


  9 - Should a dialoguemarketing account become overdue, such account will attract interest in accordance with the maximum permissible rate. The client undertakes to pay all collection costs incurred by dialoguemarketing in the collection of outstanding fees, including but not limited to all legal fees on an attorney client scale.

  10 - Except where stated otherwise, or in the event of breach, termination of this agreement can be effected by either party subject to thirty days written notice. The termination notice must be sent to the other party by means of fax or registered post dialoguemarketing reserves the right to terminate the agreement summarily should the client commit a gross breach of the conditions.

  11 - Ownership in the products, systems, intellectual property and services remain vested in dialoguemarketing



  12 - dialoguemarketing makes no representations and/or guarantees that the products, systems, intellectual property or services provided are capable of being used for the purposes for which the client desires to use them.


  13 - Neither of the parties to the agreement shall be liable to the other for any delay in performing or failure to perform, if the delay or failure results from circumstances beyond the reasonable control of that party, including but not limited to force majeure which shall include an act of God, governmental act, fire, explosion, accident, war, armed conflict, general labour unrest or civil war. The parties shall use all reasonable endeavours to eliminate or minimise the effect of delay resulting from such circumstance. In any event if such circumstances should continue for more than thirty days, then dialoguemarketing, or the client, may terminate the agreement without any further liability or obligation on its part.

  14 - The client chooses as its respective domicilium citandi et executandi for all purposes under these terms and conditions, whether in respect of court process, notices or other documents for communications of whatsoever nature, the address as stipulated in the agreement.


  15 - These terms and conditions together with the agreement constitute the sole and entire agreement between the parties and no warranties, representations, guarantees or other terms and conditions of whatsoever nature, not contained herein, shall be of any force or effect.

  16 - These terms and conditions together with the agreement represent the entire record of all terms and conditions agreed upon between the parties, and no variation, change or additions will be valid unless they have been reduced to writing and signed by both parties.

  17 - Any allowance, procrastination or indulgence afforded the client, in the event of a claim or dispute, will not limit dialoguemarketing from exercising its rights. In this regard, all the rights afford to dialoguemarketing remain reserved.

  18 - Neither party may cede that party's rights or obligations under these terms and conditions without the prior written consent of the other party.

  19 - Where any amount of money is referred to or quote submitted as part of the agreement, which does not specifically and expressly state whether the amount of money is quoted inclusive or exclusive of applicable taxes, it will be presumed that the amount quoted is exclusive of taxes.



  20 - Each party undertakes to do all things reasonably within its power, which are necessary or desirable to give effect to the spirit and intent of this agreement.


  21 - The representatives of the parties, by their signature hereunder, warrant that they are duly authorised to enter into this contract on behalf of the party they represent.


  22 - Should any clause or principle in this agreement be prohibited by law, either statutory or common law, it will be deemed to be pro non scripto, and shall not affect the validity of the remainder of the terms and conditions.


  23 - These terms and conditions shall in all respects be governed by and interpreted in accordance with the laws of the Republic of South Africa and the Courts of the Republic of South Africa shall have jurisdiction herein.

  24 - dialoguemarketing hereby acknowledges that all data received either from the client, or collected from the client's subscribers, remain the indisputable property of the client. dialoguemarketing will undertake to maintain the confidentiality of this data. Should the client, however, commit a gross breach the conditions of this agreement, or allow its account to fall into arrears, the client will then forfeit exclusive right to ownership of the data.

  25 - dialoguemarketing shall exercise due care to prevent the disclosure of the client's data to any third party. The internal dissemination of the client's data, by dialoguemarketing, is limited to staff members who are all governed by confidentiality agreements. No electronic data is accessible by staff members who are not duly authorised to do so.