Terms and Conditions
These Terms & Conditions govern all consulting, advisory, retail safari, workshop, facilitation, research and training engagements undertaken by The Billboard Agency. They apply to all accepted proposals, Statements of Work and Letters of Engagement unless otherwise agreed in writing.
1.Parties, legal details and definitions
1.1 “Billboard” means CLAIRE BRAITHWAITE, trading as The Billboard Agency, 6309080007080, of 16 PINE RD, KENILWORTH, CAPE TOWN, Billboard@TheBillboardAgency.com.
1.2 “Client” means the person or entity identified in the applicable Proposal, Statement of Work (“SOW”) or Letter of Engagement.
1.3 “Agreement” means, collectively, the applicable Engagement Document and these Terms. “Engagement Document” means a Proposal, SOW or Letter of Engagement issued or accepted for a particular engagement.
1.4 “Deliverables” means only the final outputs expressly identified as deliverables in the Engagement Document. “Services” means the services described there.
2. Contract formation and order of precedence
2.1 The Client accepts the Agreement by signing or electronically accepting an Engagement Document, confirming acceptance by email, paying any commencement amount, instructing Billboard to begin, or permitting the Services to proceed after receiving these Terms.
2.2 If documents conflict, the following order applies: (a) a later written variation signed or expressly accepted by both parties; (b) the Engagement Document; (c) these Terms; and (d) any summary, “Our Commitment”, brochure, website content or marketing material.
2.3 A quotation or proposal remains open for the validity period stated in it. If no period is stated, it expires 30 calendar days after issue.
3. Services and professional standard
3.1 Billboard provides strategic advisory, research, facilitation, retail safaris, leadership development, workshops, training and related consulting services as agreed in writing.
3.2 Billboard will perform the Services with reasonable skill, care and diligence. Recommendations are evidence-based and commercially informed, but Billboard does not guarantee consensus, implementation, sales, funding, profitability or any particular commercial outcome.
3.3 The Client remains responsible for its decisions, implementation, legal and regulatory compliance, and the use made of the Deliverables. Unless expressly included, the Services are not legal, tax, accounting, investment or other regulated professional advice.
3.4 Billboard may reasonably rely on information supplied by the Client and is not required to independently verify it unless the Engagement Document says otherwise.
4. Scope, timelines, review and changes
4.1 The scope, Deliverables, assumptions, dependencies, timeline, included revision rounds and fees are set out in the Engagement Document.
4.2 Unless otherwise stated, the Client must consolidate and provide feedback within five business days after receiving a draft. A Deliverable is deemed accepted if the Client uses it, approves it, or does not identify a material non-conformity within that period.
4.3 Billboard will correct a Deliverable that materially fails to meet the agreed scope if notified within the review period. New preferences, additions or changes are scope changes, not defects.
4.4 Out-of-scope work requires a written variation or separate quotation. Billboard may adjust fees and timelines accordingly.
5. Client responsibilities and delays
The Client must:
– provide timely access to accurate and complete information, personnel, systems, venues and facilities reasonably required;
– nominate an authorised project representative and obtain internal approvals;
– give timely, consolidated instructions and feedback;
– ensure its personnel and participants cooperate and comply with reasonable safety, venue and conduct requirements;
– obtain all permissions and licences needed for materials, data, venues, recordings or access it supplies or requests Billboard to use; and
– notify Billboard promptly of relevant policies, restrictions, conflicts or risks.
If the Client delays, Billboard may extend deadlines, reallocate reserved capacity, pause the Services and charge reasonable additional costs caused by the delay. A delay exceeding 20 business days may be treated as a Client postponement or termination for convenience.
6. Fees, VAT, expenses and payment
6.1 Fees and payment milestones are stated in the Engagement Document. Unless it states otherwise:
– 50% of the professional fee is payable as a commencement payment before work begins and capacity is reserved;
– the remaining 50% is payable within 7 calendar days after invoice and, in all cases, before release of the final Deliverables;
– fees exclude VAT, if VAT is legally chargeable;
– approved travel, accommodation and third-party costs are additional and payable against invoice; and
– international payments must be made in the stated currency, free of deduction, with all bank and transfer charges borne by the Client.
6.2 The commencement payment is applied to reserved capacity, planning and work performed. It is not automatically refundable, but any cancellation charge remains subject to applicable law and clause 8.
6.3 Overdue amounts bear interest at the prime lending rate publicly quoted by Billboard’s principal South African bank plus 2% per year, calculated daily from the due date, subject to applicable law. The Client must pay reasonable debt-recovery costs actually incurred.
6.4 Billboard may suspend Services and withhold Deliverables while any undisputed amount is overdue. The Client may not withhold or set off payment except where required by law or agreed in writing.
7. Expenses and third-party suppliers
Billboard may procure approved travel, venues, accommodation, software, research, production or other third-party services for the engagement. Third-party terms may apply. Billboard is not responsible for a third party’s acts or failures except to the extent Billboard failed to exercise reasonable care in appointing or managing that party.
8. Cancellation, postponement and rescheduling
8.1 The Client may cancel or postpone by written notice. The amount payable is the reasonable charge for work completed, capacity reserved that Billboard cannot reasonably reallocate, and non-refundable commitments, capped as follows unless the Engagement Document states a different reasonable schedule:
– more than 14 calendar days before the scheduled start or event: work performed and non-refundable third-party costs;
– 7 to 14 calendar days: up to 50% of the affected professional fee, plus non-refundable third-party costs; or
– less than 7 calendar days: up to 100% of the affected professional fee where preparation has commenced or capacity cannot reasonably be reallocated, plus non-refundable third-party costs.
8.2 A postponement is subject to availability. Amounts already paid may be credited to one rescheduled date agreed within 60 days, less irrecoverable costs and reasonable rebooking charges. A second postponement, failure to agree a date, or non-attendance may be treated as cancellation.
8.3 Billboard will provide a reasonable calculation on request. Any consumer cancellation right or statutory limit that applies prevails over this clause.
8.4 If Billboard cancels for reasons other than the Client’s breach or force majeure, Billboard will refund fees paid for Services not performed; that is without limiting any non-excludable legal rights.
9. Confidentiality
9.1 “Confidential Information” means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential, including strategy, research, finances, customers, employees, trade secrets, personal information, workshop discussions and the commercial terms of the engagement.
9.2 Each receiving party must use the other party’s Confidential Information only for the Agreement, protect it using at least reasonable care, and disclose it only to personnel, associates, subcontractors and professional advisers who need it and are bound by confidentiality duties.
9.3 Confidential Information excludes information the receiving party can show: is lawfully public without breach; was already lawfully known without restriction; was independently developed without use of it; or was lawfully received from a third party without restriction.
9.4 A party may disclose information where required by law, court order or regulator, but must, where lawful and practicable, notify the other party first and limit disclosure to what is required.
9.5 Each party must promptly notify the other of a material unauthorised access, use or disclosure and reasonably assist to contain it. On written request or completion, it must return or securely destroy Confidential Information, except for legally required records, routine secure backups and one archival copy kept for legal or insurance purposes.
9.6 These duties continue for five years after the engagement ends; trade secrets remain protected for so long as they remain trade secrets. A party may seek urgent interdictory relief for an actual or threatened breach.
10. Protection of personal information
10.1 Each party must comply with applicable data-protection law, including the Protection of Personal Information Act, 2013 (“POPIA”), for personal information it processes under the Agreement.
10.2 The Client warrants that it may lawfully provide personal information to Billboard and must give any required notices and obtain any required consents. Billboard will process such information only as reasonably required to provide the Services, comply with law and administer the relationship.
10.3 Where Billboard acts as an operator for the Client, Billboard will process personal information only with the Client’s knowledge or authorisation; treat it as confidential; implement appropriate, reasonable technical and organisational safeguards; ensure authorised persons are bound by confidentiality; and notify the Client as soon as reasonably possible after becoming aware of reasonable grounds to believe that unauthorised access or acquisition has occurred.
10.4 If an engagement requires material processing of sensitive, high-volume or specially regulated information, the parties will agree an appropriate data-processing schedule. Billboard’s separate Privacy Notice governs its own responsible-party processing.
11. Artificial intelligence and technology
11.1 Billboard may use suitable technology, including AI-assisted tools, for research, analysis, administration and content development, subject to professional review and quality assurance.
11.2 Billboard will apply reasonable safeguards and will not enter identifiable Confidential Information, sensitive personal information or Client datasets into a third-party AI service unless this is authorised, reasonably necessary, and supported by appropriate privacy, security and contractual controls. Billboard will use private or enterprise settings where appropriate, comply with agreed Client AI restrictions notified before work begins, and remain responsible for reviewing outputs.
12. Intellectual property and licences
12.1 The Client retains ownership of materials it supplies and grants Billboard a non-exclusive licence to use, copy, adapt and share them with authorised project personnel solely to perform the Services.
12.2 After full payment, the Client owns the final Client-specific Deliverables expressly identified in the Engagement Document, excluding Billboard Materials and Third-Party Materials.
12.3 “Billboard Materials” include all pre-existing and independently developed methods, frameworks, models, processes, diagnostic tools, workshop and retail-safari methods, facilitation techniques, templates, software, databases, training material, generic content, skills, experience and know-how. They remain Billboard’s property.
12.4 Drafts, working papers, raw research, notes, editable or source files, rejected concepts and internal correspondence are excluded from Deliverables unless expressly included.
12.5 Billboard grants the Client a perpetual, non-exclusive, non-transferable, royalty-free licence to use Billboard Materials embedded in a paid Deliverable only as necessary for the Client’s internal business use. The Client may not extract, sell, license, publish, distribute, reverse engineer or commercialise them for third parties without written consent.
12.6 Stock content, fonts, software, datasets, research and other third-party material remain subject to their own licences. Billboard cannot transfer rights it does not own.
12.7 Billboard may retain an archival copy and use general skills, experience, anonymised learnings and aggregated insights that do not identify the Client or disclose its Confidential Information.
13. Client materials, warranties and indemnity
The Client warrants that materials and instructions it supplies are accurate to its knowledge, lawful, and do not infringe another person’s rights. To the maximum extent permitted by law, the Client indemnifies Billboard against third-party claims arising directly from Billboard’s authorised use of unlawful or infringing Client-supplied materials, except to the extent caused by Billboard’s breach, negligence or misconduct.
14. Associates and subcontractors
Billboard may use suitably qualified associates and subcontractors and remains responsible for managing their work. Billboard will ensure that those receiving Confidential Information are bound by appropriate confidentiality duties and that project intellectual property is secured to the extent needed to grant the rights promised under the Agreement.
15. Recording, publicity and use of names
15.1 Workshops, presentations, retail safaris and facilitation sessions may not be recorded, transcribed, livestreamed or reproduced without prior written agreement addressing purpose, access, retention and participant consent.
15.2 Neither party may use the other’s name, logo or trade marks in publicity, case studies or promotional material without prior written approval. Billboard may describe the nature of its experience in anonymised terms.
16. Retail safaris, workshops and events
Where applicable, participants must follow reasonable safety instructions, venue and retailer rules, and photography or recording restrictions. The Client must disclose accessibility needs in advance. Routes, stores, speakers and venues may change due to availability, safety, weather or circumstances beyond Billboard’s control. Billboard does not guarantee access to any particular store, product, employee or representative. Each participant remains responsible for personal belongings and for acting with reasonable care.
17. Conflicts and independent contractor
17.1 Billboard is an independent contractor. Nothing creates employment, agency, partnership, fiduciary duty or joint venture.
17.2 Billboard may work for other organisations, including competitors, provided it protects Confidential Information and manages actual conflicts. Each party must disclose an actual conflict relevant to the engagement promptly.
18. Limitation of liability
8.1 Nothing in these Terms excludes or limits either party’s liability where such liability cannot legally be excluded or limited under applicable law.
18.2 To the maximum extent permitted by law, Billboard will not be liable for any indirect, special or consequential loss, or for any loss of profit, revenue, goodwill, anticipated savings or business opportunity arising from an engagement.
18.3 Subject to clause 18.1, Billboard’s total aggregate liability arising from or connected with a specific engagement, whether in contract, delict or otherwise, will not exceed the total professional fees paid or payable to Billboard under the Engagement Document relating to that engagement.
18.4 Each party must take reasonable steps to mitigate its loss. Billboard’s liability will be reduced to the extent that the client or another person caused or contributed to the loss.
19. Force majeure
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, industrial action, civil disorder, government action, public-health emergency, venue closure, travel disruption or failure of essential services. The affected party must notify the other, mitigate the effect and resume performance when reasonably possible. If the event continues for more than 30 days and materially prevents performance, either party may terminate the affected Services; the Client remains liable for work performed and unavoidable costs
20. Term and termination
20.1 The Agreement begins on acceptance and continues until completion unless ended earlier.
20.2 Either party may terminate for material breach if the breach is not remedied within 10 business days after written notice. A party may terminate immediately for an irremediable material breach, insolvency event, unlawful instruction, serious misconduct or material confidentiality or security breach.
20.3 The Client may terminate for convenience on written notice, subject to clause 8. On termination, the Client must pay for Services performed, reserved capacity reasonably chargeable, and committed costs. Billboard will release paid-for completed Deliverables.
20.4 Clauses intended by nature to survive termination do so, including payment, confidentiality, data protection, intellectual property, liability, dispute resolution and general provisions.
21. Notices and domicilium
21.1 Each party chooses the physical and email addresses stated in the Engagement Document (and Billboard’s details in clause 1.1) for contractual notices and service of legal process. A party may change its address by written notice.
21.2 An email notice is deemed received on the first business day after transmission unless the sender receives a delivery-failure message. Formal legal process must also be served as required by law.
22. Disputes, governing law and jurisdiction
22.1 South African law governs the Agreement.
22.2 Before litigation, a senior representative of each party must attempt in good faith for 10 business days to resolve the dispute. The parties may then agree to mediation. This does not prevent urgent interim relief or debt recovery.
22.3 Subject to any mandatory consumer jurisdiction, the parties consent to the jurisdiction of the courts of South Africa.
23. General
23.1 Neither party may assign the Agreement without the other’s prior written consent, not to be unreasonably withheld, except to a successor in a bona fide merger or sale of substantially all relevant business assets.
23.2 A variation or waiver is effective only if recorded in writing by authorised representatives. Failure or delay in enforcing a right is not a waiver.
23.3 If a provision is invalid or unenforceable, it is severed or limited to the minimum extent required; the remainder continues.
23.4 The Agreement is the entire agreement about its subject and replaces prior discussions or representations, except in the case of fraud.
23.5 The Agreement may be accepted in counterparts and by electronic signature, email acceptance or the conduct described in clause 2.1.
23.6 Headings aid reading only. “Including” is not limiting. A reference to law includes amendments and replacement legislation.