Terms and conditions - Foodie SA

1. INTERPRETATION

“Derick Frederick Johannes van Biljon”, hereafter referred to as “FoodieSA”.
Address: Unit 25, Hawequa Estate, Haasendal Road, Kuilsriver, Cape Town 7580.
When saying you or your, it means both you and any entity or firm you’re authorised to represent, whether client or service provider to FoodieSA or not. When saying FoodieSA, me, my, we, our or us, it means Frederick Johannes van Biljon, whom you contract with and pay fees to for services and products delivered. When refering to the Parties, it refer to FoodieSA and any one or combination of our clients, our service providers and their representative parties.
Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion.
When we refer to our services and products, we refer to the videos and related cinematographic services, techniques, products or any other related services or products FoodieSA may produce and offer to the market.
When we refer to production, we refer to the project in its entirety.
When we imply or refer to transactions, payments, messages or any derivative thereof we refer to the manual and the electronic renditions thereof.
Whatever your role, when you use FoodieSA’s services and products or conclude a business agreement with us as a service provider or of any other kind allowed within the law, you agree to follow the rules outlined here. Please read them and make sure you understand what you may and may not do.

2. GENERAL

You undertake that you’ll keep your information (including a current email address) up to date. You’re responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our business relationship for any legal obligations.
We are constantly attending to improvements of our service and product offerings. For new or updated services and products, there might be additional terms and conditions. We’ll let you know what those terms and conditions are before you start using those products and services.
We own everything we’ve put into our services unless otherwise stated and excluding content owned by others. This includes rights on the design, compilation, and look and feel of our services and products. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us through prior written authorization.
FoodieSA is a South African based service and we first and foremost comply with our own laws. While we believe that our services and products are reasonable and lawful across all jurisdictions we know of, we would always test first our assumption against new jurisdictions before we expect of foreign clients to accept our T&C’s.
Amounts not paid when due under this Agreement will accrue interest at prime plus 5%, compounded on a monthly basis. In addition to all other available rights and remedies, FoodieSA reserves the right to cancel and remove any and all content if you fail to make timely payments of any amounts owing hereunder.
All payments received by FoodieSA pursuant to this agreement shall allocated first to cost, then to interest, then to capital balance outstanding.
The Parties choose domicilium citandi et executandi for all purposes of the giving of any notice, the payment of any sum, the serving of any process and for any other purpose arising from this agreement at the addresses agreed to between the Parties during the take-on and production process.
No indulgence which any party may grant to any other shall constitute a waiver of any of the rights of the grantor.
No addition to, or variation of these terms shall be of force or effect unless reduced to writing and signed by FoodieSA.

3. TAKE-ON AND PRODUCTION PROCESS

Upon acceptance of the quotation following on our negotiations, FoodieSA will liaise with you to set up an agreed schedule for our services and products.
When we produce one or more products such as a video or any other cinematographic product for you, we may follow the procedures below to effect changes, reverts and amendments to your product:
- We will provide you with a draft of your video(s) or other cinematographic product(s) once the first cuts of the post-production stage is complete. You will then be allowed 2 working days to notify us of any changes or amendments you may require.
- Any changes, reverts or amendments that affect the original brief may be subject to an additional charge.
- Any changes, reverts or amendments that we are notified of after two working days of the submission of the first draft may be subject to an additional charge.
- Post-production work (including editing, colouring, animation, and design work) includes but is limited to one round of changes, thereafter additional rates will apply.
- Any element , addition or consideration outside of the initial brief and scope as divined during consultations, that requires more resources (time/skill/contyractors etc.) from us, will be billed for on the final payment invoice.
- Any additional costs and billing elements will be communicated to you clearly as and when you might request or enquire about such additions, and actioning these additions will only commence when we reach a clear agreement on such additions in writing.
As our client you have the following responsibilities:
- You must ensure that all necessary arrangements have been made with, and permissions obtained from and for people, places and products whatever their nature that are required to be recorded for you to the extent that you and us both comply with all relevant laws and regulations that may apply.
- you must ensure that all necessary preparations have been undertaken, inclusive of the following:
  - A clear, accurate outline of requirements were provided to us.
  - Ensuring that properties are in an acceptable state and presentable for purposes of videos or related cinematographic material.
  - The interview answers and or narrations have been prepared (if applicable)
  - The videographer or relevant operator was informed as to any potential problems for a minimum of 3 working days in advance of the scheduled recording time. This includes, but is not limited to alternative locations, change of date or time.
You will have unlimited rights of use to all cinematographic content produced under the terms, specifications and usage of the individual project.
Cancellations:
- Once a quote is approved and a deposit (where applicable) is paid, the project is considered to be “in production” – there are three stages to production: Pre-production. Production and Post-production.
- Cancelation during the pre-production stage of your project will result in you being liable for 50% of the total project charge.
- Cancellations during the production stage of your project will result in you being liable for 75% of the total project charge.
- Cancellations during the post-production stage of your project will result in you being liable for 100% of the total project charge.
As FoodieSA we have the following rights and responsibilities:
- Unless otherwise stated, we undertake to provide you with a service, an end-product or a combination thereof as the case may be within three or four working days per videographic product segment, depending on complexity and additional elements, after the cinematographic content was created.
- Unless otherwise stated, FoodieSA retains the right to use any cinematographic material produced through this agreement as part of our own marketing material and social media showcase.
- FoodieSA reserve all rights to terminate our provision of service to you at any time:
  - Reasons for cancellation may include, but are not limited to, staff illness, short notice medical or family emergencies, or natural/human disasters/events.
  - Upon any discovery of unsafe filming environments relating to the project, or production circumstances that pose a significant risk to health or wellbeing of crew or equipment, FoodieSA reserve the right to cancel the production session and you will be liable to a charge under the cancelation structure.
  - Where crew and technicians are hindered to perform their duties to acceptable standards of quality by any group, individuals or organization who are not directly affiliated with FoodieSA.
- Unless otherwise agreed to with you, FoodieSA will treat any information gained during the production and supply of our services and products to you as being private and confidential. Likewise, you shall keep confidential any methodologies and technology used by FoodieSA during the production and supply of our services and products. In this regard, some instances might require a no-disclosure non-compete agreement to be signed and adhered to.

4. PAYMENT

You must pay the agreed amount to FoodieSA for our services and products:
- Payment is up-front and in full unless otherwise agreed upon (within reason). If a payment schedule is requested, a deposit of 50% of the quantitation amount is payable immediately, and the remaining balance before or on the day of the FIRST CLIENT PREVIEW.
- Where larger projects with budget allocation of greater than R 50,000.00 are involved, a deposit of 30% of the total estimated costing could be agreed on, depending on funds required for hire, crew, fabrication or any other necessary expenditure to facilitate production. However, terms regarding “cancelations” still apply (see section 3.)
- Deposits are strictly non-refundable, unless specifically agreed in writing prior to commencement of production. In this case, cancelations prior to 60 days of the set production dates, are eligible for a 50% refund of the deposit. Any expenses, be it hours, appropriations, third party cancelation fees, banking fees, fabrication or any expenses deemed relevant to the provision of our service, will be deducted from the refund amount or invoiced as such to the client separately.
- Where a payment schedule within reasonable perimeters are arranged with us, it will always include a 50% deposit payable to secure production date booking/s.
- Balances for any agreed upon services or products must be paid NO LATER THAN the set deliverable date, agreed on by all parties. Balances will be invoiced for with the first client preview.
- Final playout of products will not be made available unless the full amount has been paid and reflects in FoodieSA’s bank account.
You must make payment to FoodieSA in advance, by electronic bank transfer, to such bank account as we may notify you.
All payments must be made free of exchange and without deduction, set-off or demand and you may not withhold payment of all or part of any amount due to FoodieSA for any reason.
Should you fail to pay any amount due to FoodieSA by the due date defined in the invoice or agreement, we may, without prejudice to any of its rights in terms of the Agreement:
- Charge you interest on such amount at the prime overdraft rate offered by FoodieSA’s bankers from time to time.
- Withhold provision of our services and products for so long as you fail to pay any such amount.

5. LIABILITY AND INDEMNITY

You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services and products or any third-party services or products (except as far as we’re at fault).
We accept no liability for any loss or damage that may arise from the supply of our services or products to you. In the unlikely event of FoodieSA being unable to supply the services or products as specified in the booking, liability shall be limited to the total invoice value – or monies already paid by you.
Whilst every care is taken in the handling of the client’s cinematographic property or the cinematographic property of any third-party, FoodieSA accepts no responsibility whatsoever for any loss or damage, howsoever caused, or any other loss by unforeseen circumstances whilst the cinematographic property is in the custody of FoodieSA. Liability for such loss or damage will be limited to the replacement cost of the cinematographic materials or media and in no circumstances will any liability attach to any claim for the value of the content.
Our services and products and all third-party services and products, where relevant, are made available to you on an “as is” basis. Subject to Sections 48 and 49 of the South African Consumer Protection Act where this act applies, we disclaim all warranties, express or implied.
Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms and conditions, in contract, misdemeanour (including negligence) or otherwise, is limited as follows:
- We shall not be liable for any damage, loss or liability of whatsoever nature arising from your use, or inability to use, the services, products or content provided.
- We have no liability arising from your use of our services and products for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
For loss or corruption of your personal information, our liability will be limited to taking reasonable steps to try and recover such data from our available backup systems.

6. IMPORTANT HOUSEKEEPING RULES

FoodieSA isn’t a professional services firm of any sort, and isn’t in the business of giving any kind of professional advice or consultation. We provide you with information necessary and useful in running our services and products, but this should not be seen as a substitute for professional advice and we aren’t liable for your use of the information in that way.
We do our best to control the things we can control. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control. For those events impossible to avoid in spite of our reasonable, diligent, and faultless performance we will do our best to help you mitigate the negative impacts of such events.
Any notice you send to FoodieSA must be sent to info@foodie-sa.co.za. Any notices we send to you will be sent to the email address you’ve provided us through your service request.
Generally, we fully comply with consumer protection laws as per Clause 7 above. In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable consumer guarantees and other rights, you have that we cannot exclude, we’re bound only by the express promises made in these terms.
As our duty is to comply with all statutory provisions, irrespective of the country or jurisdiction where we offer our services and products, we may block your access, terminate your service, or refuse to process a payment if we reasonably believe there’s a risk – like a potential breach of a law or regulation – associated with you, your company, your account, or a payment. Examples of where we might do this include transactions where the payment is from a person or country subject to sanction; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. We may take any of these actions without notice to you.
Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other third-party. You’re solely responsible for resolving disputes between you and any other third-party. You also cannot assign or cede your rights and duties as an client.
We sometimes will decide to change these terms and conditions of use, and our latest terms and conditions will always be on our website. It is your duty to take note of them. Changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms.
If there’s any part of these terms and conditions that is not valid or legally enforceable, we’ll ignore that part but everything else will remain enforceable.