1. Definitions and Interpretation
1.1. “Agent” means Alchemy Group Agency (Pty) Ltd (Registration Number: 2016/025126/07) , a private company duly incorporated in terms of the company laws of the Republic of South Africa, with principal place of business at 3 Gwen Lane, Sandton, Johannesburg (also referred to in this Agreement as “Alchemy Group”, “we”, “us,” and “our”);
1.2. “Agreement” means all the terms and conditions recorded in this document together with the Client’s Purchase Order(s), the Agent’s quotes and Pitches for the Client, the Agent’s invoice(s) sent to the Client and any annexures and addendums agreed to by both of the Parties;
1.3. “Confidential Information” means all information disclosed by a Party (the “Discloser”) that may reasonably be regarded as confidential being information not in the public domain whether such information is oral or written, recorded or stored by electronic magnetic, electro-magnetic or other form or process, or otherwise in a machine-readable form, translated from the original form, recompiled, made into a compilation, wholly or partially copied, modified, updated or otherwise altered, originated or obtained by, or coming into the possession, custody, control or knowledge of the Discloser, including but without being limited to :- telephone conversations and personal correspondence conducted in confidence, operations, business, and affairs of the Discloser, technical data, research and development information; and any other materials of whatsoever nature and whatsoever description and which the Discloser has an interest in being kept confidential;
1.4. “Client” means the person, whether natural or juristic, who engages the Agent in terms of this Agreement for the delivery of Goods and/or rendering of Services to it, and whose details shall appear in the relevant Purchase Order;
1.5. “Cost Estimate” means the consideration quoted by the Agent in a Pitch issued by a duly authorised representative of the Agent, which shall be payable by the Client to the Agent for the provision of Goods and/or Services, and is based upon the information and specifications provided by the Client to the Agent. The Cost Estimate is comprised of the Agent’s estimated Management Fee and estimated Suppliers’ fees;
1.6. “Dry Hire” shall refer to the instances where the Client’s nominated Project Site at which the hired Goods will be leased is its own premises as opposed to a third-party venue sourced by the Agent and provided by its Suppliers.
1.7. “Force Majeure Event” means an event or situation beyond the reasonable control of either Party and against which no precautions can reasonably be taken, to the extent that such event or situation prevents, delays, inhibits and/or frustrates a Party’s ability to perform its obligations, other than the payment of money, under this
Agreement, including a natural disaster, an act of public enemy, fire, explosion, earthquake, perils of the sea, flood, storm or other adverse weather conditions, war declared or undeclared, civil war, revolution, civil commotion or other civil disorder, sabotage, riot, strikes, lock-outs or other labour disputes, pandemic, blockade, embargo, sanctions, epidemics, failure of electricity, water or fuel supply, act of any government or other authority, compliance with law, regulations or demands of any government or governmental agency, limitations imposed by exchange control or foreign investment or other similar regulations;
1.8. “Goods” means the goods to be rented or sold by the Agent to the Client in accordance with the Purchase Order(s) issued by the Client to the Agent, and include but are not limited to equipment, decorations, technical goods, sets and staging;
1.9. “Intellectual Property Rights” means patents (including any rights in or to (or any rights in and to), inventions); trademarks, service marks, logos, trade names and business names (including rights in goodwill attached thereto); design rights; rights in or to (or rights in and to) internet domain names and website addresses; semi-conductor topography rights; copyright (including future copyright); database rights; rights in and to Confidential Information
(including trade secrets); and all other intellectual property rights, in each case subsisting at any time in any part of
the world (whether registered or unregistered) and any: (a) pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction; and (b) similar or analogous
rights to any of these rights in any jurisdiction;
1.10. “Management Fee” means the fee charged by the Agent in respect of the rendering of Goods and/or Services under this Agreement, calculated as a percentage of the total value of the Purchase Order.
1.11. “Parties” means the Client and Agent collectively and “Party” shall refer to any one of them;
1.12. “Personal Information” has the meaning ascribed to in the POPIA;
1.13. “Pitch” means a written document setting out the project blueprint provided by the Agent to the Client in which is
detailed inter alia the:- (i) proposed Goods and Services to be rendered; (ii) designs and concepts; (iii) and estimated time frames for performance. The Cost Estimate is provided in a separate document
1.14. “POPIA” means the Protection of Personal Information Act 4 of 2013, as amended from time to time, together with any regulations issued from time to time in terms thereof;
1.15. “Processing” has the meaning ascribed to in the POPIA;
1.16. “Project Site” means the physical address nominated by the Client at which Goods are to be delivered;
1.17. “Purchase Order” or “PO” means official orders issued in writing by the Client to the Agent for the supply of Goods and/or Services;
1.18. “Services” means the services ordered by the Client from time to time in accordance with the Purchase Order(s), to be rendered by the Agent to the Client. Such Services include inter alia:- drawing up Pitches; project management of exhibitions, trade event, roadshows, conferences and corporate events; marketing framework designs; campaign design and roll-out; group and individual travel arrangements; sourcing appropriate venues; conducting site visits; conceptualising themes and linking with appropriate suppliers; VIP management; onsite coordination and management; national and international logistical arrangements; event administration; floorplan management; pre-show marketing and media awareness; rental of various Goods; audio-visual installation and management; and electrics management in relation to exhibitions, events, conferences, mall activations and retail displays;
1.19. “Supplier” shall have the meaning ascribed to it at clause 3.1 below;
1.20. Reference to “days” shall be a reference to business days unless otherwise specified;
1.21. A reference to an enactment is a reference to that enactment as at the date of signature hereof and as amended or re-enacted from time to time;
1.22. The rule of interpretation that a written agreement shall be interpreted against the Party responsible for the drafting or preparation of that agreement shall not apply;
1.23. The eiusdem generis rule shall not apply and accordingly, whenever a provision is followed by the word “including” and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned.
1.24. Where the Parties have concluded and signed a Service Level Agreement (“SLA”) or other similar master contract and the provisions therein conflict with the provisions of this Agreement, the provisions contained in such SLA or other master contract shall take precedence over this Agreement. To the extent that such SLA or master contract is
silent where there are provisions in this Agreement, the provisions of this Agreement shall apply.

2. Commencement and Duration
2.1. This Agreement shall commence and be in full force and effect from the date that the Agent provides the Pitch to the Client.
2.2. The Agent shall not secure any Goods and/or Services and/or perform any obligations under a Pitch or Purchase Order until such time as:-
2.2.1. the Client pays an up-front deposit of 85% (Eighty-Five Percent) of the Cost Estimate, or as otherwise agreed to in writing between the Parties;
2.2.2. the Client issues an official Purchase Order to the Agent for the Goods and/or Services or any one or part thereof; or
2.2.3. the Client signs the Cost Estimate; or
2.2.4. the Client signs this Agreement;
2.2.5. in circumstances of urgency, where the Client notifies the Agent in writing that the Agent must reserve any Goods or Services and/or perform a portion of an anticipated Purchase Order in terms of a Pitch (despite that Purchase Order not yet having been officially issued by the Client for whatsoever reason), and the
Agent takes any such action to perform in terms of such notification.
2.3. This Agreement shall endure indefinitely until termination by either Party in terms of this Agreement or until completion of the relevant PO and all outstanding monies have been paid to the Agent.
2.4. Any person who, on behalf of the Client, issues an official Purchase Order in terms of clause 2.2.2 above, or signs the Cost Estimate or this Agreement in terms of clause 2.2.3 and 2.2.4 above, or who issues written notification to the Agent in terms of clause 2.2.5 above, warrants that they have the appropriate and necessary authority to do so and to bind the Client to the terms set out herein, and the Client shall be liable to the Agent to the fullest extent of this Agreement. No provision in this Agreement or any other agreement between the Parties shall supersede this provision;
2.5. By requesting a Pitch from the Agent or in the event that the Agent otherwise carries out any actions under the Client’s instruction, the Client acknowledges that it shall be deemed to have read, understood, and accepted each of the provisions of this Agreement, the provisions of our privacy policy accessible at https://alchemygroup.agency/, and any other legal notices published by the Agent on its website, which shall be fully binding on the Client.
2.6. The Agent is entitled to terminate this Agreement for whatsoever reason upon 14 (Fourteen) working days’ written notice to the Client.

3. Agent and Suppliers
3.1. The Agent acts as an agent, subagent or broker for various principals and other parties, inter alia; tour operators, airlines, shipping companies, caterers, car hire and touring firms, local and international ground operators, talent booking agents, production houses, furniture and props rental companies, creative and design consultants and
freelancers, venue hire, hotels and other providers of tours, transport, sea or land arrangements and other travel-related and event-related services (the “Suppliers”) for various components of the Client’s PO requirements.
3.2. As such, bookings for such Supplier’s services will form a contract between the Client and the relevant Supplier, which shall be subject to each the Supplier’s terms and conditions as may be applicable. The Agent shall in no way be responsible for changes, cancellations, delays, acts of error or omission made by the Supplier

4. Cost Estimate
4.1. The Cost Estimate depends upon various factors and in-put costs which may be subject to fluctuation due to reasons outside of the Agent’s control. Such factors include but are not limited to exchange rate fluctuations and availability of preferred venues, flights, and other goods and services offered by Suppliers. Whilst the Agent will
endeavour to limit such fluctuations as much as possible based upon its experience and budgeting skills, the Client acknowledges and agrees that the Agent may amend the Cost Estimate in accordance with any fluctuation in such factors and in-put costs, and the Client shall be fully liable to settle the amended Cost Estimate.
4.2. All Cost Estimates are compiled based on the information and specifications provided by the Client. In the event of any errors or inaccuracies in the information provided by the Client, the Agent reserves the right to adjust or increase the quoted Cost Estimate accordingly. The Client acknowledges that it is responsible for providing accurate and complete information to ensure accurate invoicing and Pricing.
4.3. Subject to clause 4.1 and 4.2 above, all Cost Estimates remain valid for 14 (Fourteen) days from the date of issue of the Cost Estimate. The Agent shall notify the Client of acceptance of the PO in writing, and the Client shall pay the deposit in terms of clause 2.2.1 above.
4.4. Unless expressly stated to the contrary in the PO, the Cost Estimate shall be inclusive of Value-Added Tax (“VAT”) at the rate prescribed under the Value Added Tax Act, No 89 of 1991 and any regulations thereto from time to time (currently 15% (fifteen percent), for which the Client shall be liable.
4.5. The Cost Estimate will be provided in a separate document to the Pitch given to the Client. Once the Cost Estimate has been approved, the Client must provide the Agent with a Purchase Order.
4.6. Included in the Pitch for each project is two sets of approvals for all design elements, which requires the Client to review, request change(s) as the Client may deem fit and approve the final Pitch. Should additional changes and approvals be required thereafter, the Client will be charged for the additional time.
4.7. In the event that there is an increase in any input costs for the Agent directly related to providing any Services or Goods, including but not limited to socio-economic environment, as well as costs pertaining to Supplier costs, labour, fuel, vehicle maintenance and support, whether as a result of legislation, sectoral determination, collective or any other agreement or otherwise, the Agent shall be entitled to increase the Cost Estimate commensurately to
cover the increased cost of such additional input cost.

5. Purchase Orders (“POs”)
5.1. POs will be system-generated and placed by the Client electronically or by emailing a copy thereof to the Agent at the Agent’s nominated email address at connect@alchemygroup.agency and will contain the same details as contained in the Cost Estimate, including the type, quantity and specification of the Goods ordered ), details of the Services to be rendered (including scope of service and service levels) and confirmation of the Cost Estimate. All Purchase Orders must contain specific, clear, and detailed instructions and information as to what Goods and/or Services are required by the Client and by when.
5.2. Save as otherwise set out herein, any amendment to the Cost Estimate and/or PO upon which the Cost Estimate is based, shall be deemed to be accepted by the Agent at time that the Agent issues an invoice in respect thereof. and no amendment to a PO will be valid unless so accepted by the Agent.
5.3. The granting of a project by the Client to the Agent may be retracted, and/or a PO may be cancelled by written notice by the Client to the Agent at any time provided that the Client shall pay the Agent for costs reasonably
incurred up to the date of retraction or cancellation. The Client shall procure that all commercially reasonable and practical steps are taken, and all reasonable assistance is given (including the taking of any actions reasonably requested by the Agent) to mitigate any losses, which in the absence of mitigation might give rise to or increase a
loss in respect of any claim under this clause. Such cancellation shall further be subject to the provisions of clause 13 3 below.

6. Goods
6.1. Hire or Sale
6.1.1. Unless otherwise expressly agreed to by the Agent and indicated on the Cost Estimate and/or the corresponding Purchase Order, all Goods which form the subject matter of a Cost Estimate and/or corresponding Purchase Order, , shall be in respect of hire only and not for sale, and ownership in the said Goods shall at all times remain with the Agent or its Suppliers, whichever is applicable.
6.1.2. In respect of all Goods which are sold, ownership shall vest in the Agent or its Suppliers, whichever is applicable, until full payment has been made by the Client and received by the Agent.
6.1.3. No hired Goods may be encumbered, sold, or otherwise transferred by the Client at any time.
6.2. Rental Period
6.2.1. All hired Goods are only reserved for the period between delivery by the Agent until collection by the Agent, and as specified in the Cost Estimate and/or corresponding PO.
6.2.2. The Client shall be obliged to safeguard all hired Goods and return the hired Goods to the Agent upon termination or completion of the relevant PO.
6.2.3. Late returns by the Client of any hired goods shall incur an additional charge as per item-specific rates specified in the Pitch provided, in accordance with the Supplier’s terms and conditions.
6.3. Delivery of Goods
6.3.1. This clause 6.3 shall apply specifically to Goods for sale, not hired Goods.
6.3.2. The Parties shall arrange for the Agent to deliver, set up and/or install the Goods on a date and time that is mutually suitable. The Agent shall provide the Client a minimum of 1 (One) hours’ notice prior to such delivery. The date of delivery shall be referred to as the “Delivery Date”.
6.3.3. The Agent or its Supplier or authorised representative shall conduct a joint inspection of the Goods with the Client at the time that the Client takes possession. The Parties shall record in writing any defects in the Goods. Save for any defect so recorded, the Goods shall be deemed to be accepted in good order and condition.
6.3.4. Risk in and to the Goods shall pass to the Client upon the physical delivery or the installation thereof, as the case may be, at the Client’s Project Site.
6.4. Changes to Goods Ordered
6.4.1. Any additions or changes that are requested by the Client less than 1 (One) hour prior to the arranged delivery will be charged for in addition to the Estimated Price.
6.4.2. These additional charges will be invoiced to the Client, who shall make payment thereof within 7 (Seven) days.
6.5. Duty of Care
6.5.1. The Client will at all times display an utmost good faith duty of care in respect of the hired Goods, and the Client will ensure that the hired Goods will only be used in suitable conditions in accordance with the type of hired Goods thereby rented.
6.5.2. The Client shall use the hired Goods in a careful and proper manner and will comply with all laws, rules, ordinances, statutes and orders regarding the use, maintenance of storage of the hired Goods.
6.5.3. The Client shall, to the best of its ability and in line with industry standards, keep and maintain the hired Goods in clean and good working order and repair for the duration of the rental period.
6.5.4. At all times when the hired Goods are not in use by the Client, the Agent or its Suppliers shall ensure that the hired Goods are stored safely and securely.
6.6. Access
6.6.1. Where hired Goods are for Dry Hire, the Agent or its Suppliers or authorised representatives shall, at all reasonable times, have access to the hired Goods for the purposes of viewing and inspecting the hired Goods, provided it gives the Client 12 (Twelve) hours’ written notice in order to allow suitable arrangements to be made.
6.7. Return of Hired Goods
6.7.1. This clause 6.7 shall apply specifically to Dry Hire of hired Goods.
6.7.2. Upon completion of the Purchase Order and the underlying project/ event, the Parties shall arrange for the Agent or its Supplier or its authorised representative shall collect the hired Goods from the Client’s Project Site. Unless otherwise specified in the PO or agreed upon in writing, any costs or expenses associated with the collection of Goods, such as packaging, loading, and transportation, shall be borne by the Client.
6.7.3. Whenever the Goods are to be collected, risk in and to the hired Goods shall pass to the Agent upon the physical collection thereof by the Agent.
6.7.4. The Client shall return the hired Goods to the Agent in the same condition in which it was received, without damage or defects, fair wear and tear excepted.
6.7.5. The Client shall be liable for any damage or loss to the hired Goods, and hereby undertakes to make payment to the Agent for the repair value thereof, in the event the hired Goods are required to be repaired, or the replacement value thereof, in the event the hired Goods are required to be replaced.
6.7.6. The Client must be present during the collection of the hired Goods by the Agent or its Supplier or its authorised representative. At this time, the Agent or its Supplier or authorised representative shall conduct a joint inspection of the hired Goods with the Client. The Client shall be fully liable in respect of all damages to, or defects in, the hired Goods which were not present prior to delivery to the Client.
6.7.7. The Client’s failure to attend the joint inspection per clause 6.7.5 above shall not limit or waive its liability in terms of the said clause in any way whatsoever.
6.7.8. The Client hereby indemnifies the Agent and holds the Agent harmless against any claim of whatsoever nature made against the Agent arising as a result of the use of the hired Goods, for any loss of or damage to the hired Goods or any other property, or for any damages or injury to person or loss of life suffered as a result of the use of the hired Goods in consequence of any act or omission of the Agent, save to the extent such act or omission constitutes gross negligence or wilful misconduct.

7. Cession and Sub-Contracting
7.1. The Client shall not cede or assign any of its rights and/or obligations in this Agreement without the prior written consent of the Agent.
7.2. The Agent utilizes certain subcontractors and Suppliers. The Agent shall not be required to obtain the consent of the Client prior to substituting such subcontractors or Suppliers for any reason whatsoever, and the Client shall have no claim against the Agent in respect of such substitution.

8. Final Confirmation
8.1. Unless notified by the Agent to the Client in writing based on event requirements:-
8.1.1. Goods: at least 21 (Twenty-One) days prior to the function, the Client shall furnish final written confirmation to the Agent concerning any portion of the PO that requires manufacturing or purchasing (for example, of equipment, gifting or other Goods that may be required for the function)
8.1.2. Guests: at least 14 (Fourteen) days prior to the Delivery Date, the Client shall furnish final written confirmation to the Agent concerning the number of guests expected to be in attendance at the function. The Client agrees and understands that the Agent’s final invoice and preparation shall be contingent upon this confirmed quantity. Should the Client make a group reservation and subsequently, the group number deviate from the minimum number of persons required, the Client acknowledges that the Supplier’s terms and conditions may entitle the Supplier, and consequently the Agent, to amend the Cost Estimate and raise a surcharge. Should the Client refuse to pay the surcharge, the Agent may cancel the booking without penalty to it.
8.1.3. Special Meal requirements (Halal, Vegetarian or Kosher): at least 7 (Seven) days prior to the function, the Client shall furnish final written confirmation to the Agent concerning the final number of special meals that must be catered for. The Client shall pay all surcharges related to special meal requirements.
8.1.4. General: at least 7 (Seven) days prior to the function, the Client shall furnish written confirmation to the Agent concerning all other final function instructions, including but not limited to billing instructions, agenda, production schedules, seating plans, and rooming lists .
8.2. The Client acknowledges and agrees that if it is late in providing such confirmation, or if it makes any same-day changes or amendments to any aspect of the Goods or Services, this may compromise Service levels and the quality of Goods provided. The Agent accepts no liability in this regard.
8.3. The Client acknowledges and agrees that if it makes any additional orders, requests or confirmations to the Agent, then depending on the nature of the request and the time to the Delivery Date and/or the date of the event, the Agent shall be entitled to charge an additional rush-surcharge of up to 25% (Twenty Percent) of the value of the
deliverable Goods or Services in question.

9. Lead Times, Installation and Site Delays
9.1. In instances where the Goods are for Dry Hire, then notwithstanding anything contained in this Agreement, the Agent shall not be held liable for any loss or damage of whatsoever cause and howsoever arising, in the event of any reasonable delay by the Agent or in the event of any failure on the part of the Client to provide the Agent with
the information or materials required to render such Services or Deliver such Goods, or to approve any POs. The Agent reserves the right to increase the Cost Estimate commensurately with any supplementary input expenses that may be incurred as a result of installation delays due to unfavourable site conditions caused by any act or
omission of the Client.
9.2. In instances where the Goods are for Dry Hire, then the Client shall, at their sole expense, be responsible for providing all necessary power, water, and lighting required for the on-site installation by the Agent. This includes ensuring the availability of adequate and reliable utilities infrastructure to support the installation activities. The
Client shall bear any costs associated with the installation, connection, consumption, and metering of these utilities.

10. Payment
10.1. All payments due by the Client to the Agent shall be paid into the Agent’s nominated bank account, the details of
which are set out below:
Bank: First National Bank Account holder: Alchemy Group Agency (PTY) Ltd
Branch: Benmore
Branch code: 250655
Account number: 62595347181
Reference: Include our Alchemy Group invoice number as reference
10.2. The Client acknowledges and accepts that: (i) all payments made to the Agent shall only be deemed to have been received by the Agent when payment is actually received as cleared funds by it; (ii) payments made directly into the Agent’s bank account shall be at the Client’s risk until confirmed as cleared funds by the Agent; and (iii) unless otherwise specifically directed in writing by an authorised representative of the Agent, no third party is authorised to accept any payment due by the Client on the Agent’s behalf.
10.3. Proof of any payments made under this Agreement must be emailed to connect@alchemygroup.agency
10.4. All payments to the Agent shall be paid promptly without deferment, free of exchange and without any deduction or set-off of whatsoever nature.
10.5. The Agent shall, in its sole and absolute discretion be entitled to appropriate any and all payments made by the Client towards the payment of any debt or obligation of whatsoever nature owed by the Client to the Agent, irrespective of when or how such obligation or debt arose.
10.6. Failure by the Client to pay any fees timeously may result in cancellation of any Supplier bookings and/or forfeiture of the deposit and/or an increase in the Estimated Price.
10.7. The balance of all monies due to the Agent upon completion of the PO, taking into account the deposit already paid in terms of clause 2.2.1 above and any additional costs otherwise charged in terms of this Agreement, will be reconciled by the Agent. The Agent will submit a budget reconciliation to the Client in which is set out either a net debit or credit in respect of the Client’s account owing to or by the Client. If the Client disputes the budget reconciliation, then the provisions of clause 10.9 shall apply.
10.8. Unreasonable delay in payments by the Client may result in material Cost Estimate increases. Upon occurrence of a delayed payment, provided such delay is not due to the budget reconciliation being disputed sincerely, honestly and in good faith as set out at clause 10.9 below, the Agent shall provide written notice to the Client, specifying the potential Cost Estimate increase and its effective date. The Cost Estimate increases shall be calculated based on prevailing market rates or other applicable factors. The Client shall be responsible for paying the adjusted amount, including the original Cost Estimate amount plus any applicable material Cost Estimate increases resulting from the delayed payment.
10.9. In the event the Client disputes the whole or a portion of a budget reconciliation issued by the Agent sincerely, honestly and in good faith, the Client shall promptly notify the Agent in writing of the disputed portion of the budget reconciliation within 7 (Seven) days of receipt thereof. The notice shall specify the disputed items or charges and provide a detailed explanation. The Parties shall engage in good faith negotiations to resolve the dispute within 14 (fourteen) days of the dispute notification. Pending resolution, the Client may withhold payment, and upon resolution, the invoice shall be adjusted, and any agreed-upon amount shall be paid within 10 (ten) days of
resolution. If the dispute cannot be resolved, the dispute will be referred for arbitration in terms of clause 26 below.
10.10. In the event that the Agent does not receive notification of a disputed budget reconciliation as aforesaid, then the
Client shall be deemed to have accepted the budget reconciliation and the correctness of the contents thereof.
10.11. The Agent shall furnish its final invoice to the Client upon the earlier of:- (i) the expiry of the aforementioned 7-day notice period; or (ii) the resolution of the disputed budget reconciliation (the “Final Invoice”).
10.12. Final Invoices shall be payable within 30 (Thirty) days from the date of the said invoice.

11. Exchange Rate
11.1. The Agent accepts all payments in South African Rands, regardless of the location or place of business of the Client.
The Agent is not responsible for the Client’s foreign currency conversion fees, wiring fees, or any other processing fees that it may incur.
11.2. The rate of exchange between the South African Rand and any other currency as may be applicable to the Client shall be based on the median exchange rate on the date that the Agent issues its final invoice to the Client after completion of the PO.

12. Changes by the Supplier
12.1. The Agent cannot guarantee that bookings will be unchanged even after full payment has been made. Major changes may be affected to the Client’s booking by the Suppliers, including but not limited to changes in departure dates or times (which may be as a result of, without limitation, adverse weather conditions, accident, maintenance requirements, change in the law), cancellation by the Supplier, or downgrading of accommodation. In such instances the Agent will notify the Client as soon as reasonably possible after becoming aware of such changes.
12.2. To the extent that a PO requires the Agent to make travel or accommodation or other similar arrangements on behalf of the Client, such arrangements shall be subject to the Supplier’s availability. The Agent reserves the right to update the Cost Estimate in such circumstances.
12.3. Notwithstanding any confirmation and payment of any deposit, charge and/or fee, the Client expressly understands, acknowledges and accepts that all Cost Estimates are subject to change due to factors outside of the Agent’s control, which factors may include but are not limited to: availability; the Supplier’s internal policies; the
Supplier’s own price changes and surcharges (including but not limited to fluctuations in airfare and transportation costs, costs of fuel, security charges); exchange rate fluctuations; or changes in other fees, taxes, levies or duties (relating, but not limited, to services such as landing taxes, embarkation or disembarkation fees at ports or airports).
12.4. The Agent will endeavour to notify the Client of any minor, non-material changes effected, however it is not obliged to do so.
12.5. In the event of any unscheduled extensions, changes, delays to or cancellation of travel caused by, without limitation, flight delays, accident or illness, weather, lost travel documentation, or any other cause that is beyond the Agent’s control, any resultant losses, damages or costs thereby incurred by the Client shall be for the Client’s account. The Agent shall not be liable for any such delay, extension, change of cancellation in terms hereof, nor for any consequent loss or damage due to or resulting from such event.

13. Cancellation or Changes by the Client
13.1. The Client is entitled to cancel a PO at any time with the Agent’s prior written agreement, subject always to the Client paying any and all costs, cancellation fees and damages incurred by the Agent arising out of the cancellation of the PO.
13.2. The Client shall notify the Agent in writing in the event it wishes to cancel or amend the PO (including but not limited to amendments to dates and/or quantity in respect of travel, venue or other arrangements for a project as contemplated in the relevant PO).
13.3. Any and all expenses incurred prior to the cancellation of the project will be for the sole account of the Client.
13.4. In the event the Client changes or cancels such arrangements, the Client will be liable for cancellation or amendment penalties, which shall be calculated as follows:-
13.4.1. in respect of the Agent’s Management Fee:-
13.4.1.1. if the Client cancels more than 90 days prior to the earlier of the first Delivery Date or date of set-up for the project: 50% (Fifty Percent) of the Management Fee;
13.4.1.2. if the Client cancels between 89 days and 60 days prior to the earlier of the first Delivery Date or date of set-up for the project: 75% (Seventy Five Percent) of the Management Fee;
13.4.1.3. if the Client cancels less than 60 days prior to the earlier of the first Delivery Date or date of set-up for the project: 100% (One Hundred Percent) of the Management Fee;
13.4.2. In addition to the Agent’s Management Fee, the Client shall be liable in respect of all cancellation or amendment fees levied by the Suppliers in terms of their own terms and conditions.
13.4.3. In the event of cancellation by the Client, the Client acknowledges that any deposits paid by the Agent to any of its on behalf of the Client may be forfeited as per the terms and conditions of the relevant Supplier.
13.5. The Agent shall be entitled to deduct from any deposit held by the Agent on behalf of the Client, and allocate any cancellation fees and other charges, regardless of the original purpose therefor. And monies still remaining thereafter shall be refunded to the Client by EFT to the Client’s nominated bank account, in which event the Client shall bear sole responsibility for providing the Agent with written notification of the true and correct details of such bank account.

14. Refunds
14.1. Where the Client requests the Agent’s assistance in effecting changes to travel, venue or other arrangements and/or in claiming refunds, the Agent will use its best endeavours as may be reasonable in the circumstances, to assist in effecting such changes or claiming such refunds, however the Client accepts and acknowledges that the
Agent makes no guarantee in this regard and that: (i) the Agent shall have no control in respect of the outcome hereof; (ii) whether the Client’s request for changes and/or claim for refund, whether assisted by the Agent or otherwise, is successful, and any penalties that may be imposed, shall depend on and be governed by the original
policies and/or terms and conditions imposed by the respective Suppliers utilized in the booking, the contents of which policies, terms and conditions the Client warrants it has read, understood and accepted; and (iii) the Agent shall not be liable for any failure to effect the requested changes or secure the relevant refunds. The Client shall
further be solely responsible for any additional service charges incurred as a result of arranging such changes or securing such refunds.

15. Travel Arrangements
15.1. Unless otherwise set out in writing in the relevant Cost Estimate and/or PO, it is the Client’s responsibility to ensure all passengers have valid passports and/or any visas and/or any birth certificates and/or any parental consents required for purpose of the travel, and further that any inoculations, vaccinations, prophylactics and/or other documentary or health requirements necessary for entry to another country or re-entry upon return (the “Applicable Travel Requirements”) are obtained.
15.2. Applicable Travel Requirements may be subject to change without notice, and the Client is therefore advised to confirm such requirements before departure. It shall be solely the Client’s responsibility to determine what the Applicable Travel Requirements may be and to comply therewith timeously before traveling.
15.3. The Client accepts and acknowledges that any Applicable Travel Requirements are outside of the Agent’s control, and the Agent shall not be liable in any manner whatsoever for the Client’s failure to comply with any Applicable Travel Requirements, nor for any changes to such Applicable Travel Requirements as may be made from time to time by the relevant authority.
16. Client’s General Obligations
16.1. The Client shall
16.1.1. provide the Agent with accurate, complete, and up-to-date information necessary for the purposes of generating Pitches, quoting Cost Estimates and for the provision of Goods or Services. This includes, but is not limited to, specifications, quantities, delivery addresses, and any other relevant details required for the execution of the Agreement;
16.1.2. make timely payments to the Agent in accordance with this Agreement and specified payment due dates. The Client shall ensure that all payments are made in the correct currency, into the correct bank account, and in the manner agreed upon between the Parties;
16.1.3. cooperate with the Agent, providing any necessary assistance, information, or access required for the Agent to fulfill their obligations under the Agreement. The Client shall maintain open and timely communication with the Agent to address any concerns, issues, or changes that may arise;
16.1.4. comply with all applicable laws including relevant statutes, ordinances, by-laws and regulations having any bearing on the Agreement and will obtain all necessary licenses, permits and approvals that it requires to perform its obligations and shall ensure that its employees do the same.

17. Insurance
17.1. It is recorded that the Agent maintains public liability insurance coverage of R 20,000,000.00 (Twenty Million Rand) and workman’s compensation for its employees only.

18. Warranties
18.1. The Client warrants that all information provided to the Agent, including specifications, quantities, delivery addresses, and any other relevant details, is accurate, complete, and up-to-date.
18.2. The Client warrants that it will respect and not infringe upon the Agent’s or any other party’s Intellectual Property Rights, and that it will not use, reproduce, modify, or distribute the Agent’s or any other party’s Intellectual Property Rights without prior written consent, and hereby indemnifies and holds harmless the Agent against any loss,
damages or expense sustained by the Agent as a consequence of any breach of this warranty.
18.3. The Client warrants that there are no circumstances, facts or reasons which are known, or ought to be known by the Client, which should have been disclosed to the Agent and which would have influenced the Agent’s Pitch or Cost Estimate.

19. Breach
19.1. In the event of either Party breaching any of its obligations under the Agreement, and such Party failing to remedy such breach within a period of ten (10) days of receipt of written notice from the aggrieved Party calling upon it to do so, the aggrieved Party shall be entitled without further notice to (a) cancel the Agreement and/or cancel the PO and (b) claim specific performance, in either event without prejudice to the aggrieved Party’s rights to claim damages or to enforce any other remedy to which it may be entitled whether in terms of the Agreement or in law. No Party shall be liable in any instance for special damages for any reason whatsoever.
19.2. In addition either Party shall be entitled to cancel the Agreement and/ or any PO forthwith if: (a) the other Party is either provisionally or finally wound-up/sequestrated or seeks to make a compromise with its creditors; or (b) the other Party applies for deregistration or is deregistered in terms of sections 81 to 83 of the Companies Act, No. 71 of 2008 or section 26 of the Close Corporations Act 69 of 1984; or (c) any business rescue proceedings are commenced in respect of the other Party in terms of Chapter 6 of the Companies Act No. 71 of 2008; or (d) the other Party is provisionally or finally liquidated, is placed under judicial management or becomes financially distressed; or (e) the other Party commits a breach of the Agreement which cannot be rectified; or (f) the other Party is guilty of any act of fraud, bribery, corruption, intentional misrepresentation or contravention of the first-mentioned Party’s “Code of Conduct”, which Code the first-mentioned Party reserves the right to update from time-
to-time; or (g) during the course of the Agreement, the other Party contravenes the provisions of any applicable law.
19.3. The Client shall be liable for any and all legal costs incurred by the Agent in enforcing its rights under this
Agreement, including, but not limited to collection commission and fees and disbursements, and legal fees on an attorney-own-client scale, in respect to any claims that the Agent may have against the Client or in the case of any unsuccessful claims by the Client against the Agent.
19.4. The Agent shall be entitled to suspend or terminate the provision of any Goods and/or Services if the Client is in breach of any terms of this Agreement until such time as the Client remedies the said breach. The Agent undertakes to notify the Client before suspending or stopping the rendering of the Services to the Client.
19.5. In the event of any amount not being paid by the Client to the Agent on the due date, the Agent shall have the right, in addition to and without prejudice to any of the Agent’s other rights or remedies in law, to charge interest on all overdue amounts at a rate of 17% (Seventeen Percent) per annum from due date of payment until payment is
received in full, and to claim all other amounts owed by the Client to the Agent which shall forthwith become due and payable. In addition, should the Client’s account fall into arrears, all discounts and special arrangements that may be applicable shall be forfeited.

20. Liability
20.1. Whilst the Agent makes every effort to ensure that all Services will be carried out, and that all Goods will be delivered, efficiently and that the Suppliers are selectively sourced, the Agent does not have control over the Suppliers’ delivery of its goods and services, and accordingly cannot be held liable for the Suppliers’ actions or
omissions in any respect whatsoever.
20.2. The Agent shall not be liable towards the Client or any other person for any loss or damage of any nature whatsoever and howsoever arising, including but not limited to special, indirect or consequential damages, whether based upon inter alia lost goodwill, loss of profits, loss of revenue, loss of investments, difficulties or on
account of any cause whatsoever, except to the extent such loss is due to the wilful misconduct or gross negligence of the Agent, and then only in respect of direct damages. The Client indemnifies the Agent, its associated companies, its personnel, officers, employees, agents or subcontractors or their employees, and holds them harmless from any and all such claims, demands, liabilities, suits, losses, costs or expenses.
20.3. The Agent does not accept any liability for any goods belonging to the Client that are removed from Project Site.
20.4. Alchemy Group accepts no liability whatsoever for any loss, damage, accident, delay or inconvenience caused by any action or omission of the Client, and in the event of any loss, damage, accident, delay or inconvenience incurred by the Agent and/or its Supplier(s) and caused by such actions or omissions of the Client, the Client shall be fully liable to Agent and/or the relevant Supplier(s) therefore.

21. Indemnity
21.1. The Client agrees to indemnify and hold the Agent, its officers, directors, employees, agents, and affiliates, harmless from any claims, losses, damages, liabilities, or expenses (including indirect, special and consequential damages, and attorney’s fees on an attorney-own client scale) arising out of or related to the Client’s breach of its obligations under this Agreement or other negligent or wrongful conduct. This indemnification applies to any third-party claims as well and is binding upon you and the Client’s heirs, executors, agents, administrators and assigns
21.2. The Agent shall promptly notify the Client in writing of any claim or action for which indemnification is sought and the Client shall provide all necessary cooperation and assistance in the defense of such claim or action. The Agent reserves the right to control the defense and settlement of any such claim or action, with the Client’s reasonable cooperation.
21.3. These indemnities shall be construed to the widest extent in favour of the Agent and shall endure after any termination of this Agreement or any PO.

22. Force Majeure
22.1. Should any Party be prevented by reason of a Force Majeure Event from performing its obligations in terms hereof, then such failure shall not be regarded as a breach of its obligations in terms hereof provided that: (a) the Party hereto subject to a Force Majeure Event shall give prompt written notice to the other Party hereto of the nature and estimated duration of the Force Majeure Event concerned; (b) the Parties hereto shall co-operate and collaborate together and use all reasonable efforts to overcome the Force Majeure Event concerned and/or nullify its effect; and (c) any suspension of performance within the provisions of the above shall be limited to the period during which such inability shall exist and the period of this Agreement shall be interrupted by the period of such suspension.
22.2. If the aforementioned inability substantially or permanently prevents the continued performance by either Party of its obligations in terms of this Agreement for a period exceeding 10 (Ten) consecutive days, then either Party shall be entitled, by giving notice in writing, to terminate this Agreement without penalty in respect of any of its obligations still to be performed hereunder. This shall be without prejudice to the rights and obligations accruing to the Parties prior to the Force Majeure Event.

23. Privacy And Protection of Personal Information
23.1. The Parties shall at all times during the performance of their obligations in terms of these this Agreement and after termination ensure that (a) no Personal Information collected from any person during the supply of the Goods/Service is sold, disclosed, commercially exploited, or used in any way other than as expressly authorised by
the other Party and (b) ensure that it Processes Personal Information for only the express purpose for which it was obtained.
23.2. Each Party consents to the collection, processing, and further processing of its Personal Information (including personal information contained in electronic communications) by the other Party for the purposes of implementing this Agreement and facilitating the supply of Goods and/or Services. The Client further acknowledges that it understands the purpose for which the Personal Information is required and for which it will be used.
23.3. Client hereby indemnifies and holds the Agent harmless against any loss, claims, costs (including legal costs on an attorney and own-client scale) or damage which may be suffered or incurred by the Client in consequence of any breach of any of the above undertakings or of any provisions of the POPIA.

24. Intellectual Property Rights
24.1. For the purpose of this clause, “Improvements” means enhancements, developments, adaptations and/or modifications made to the pre-existing Intellectual Property owned by the Agent prior to the commencement date of this Agreement.
24.2. Any and all Intellectual Property Rights owned, developed, or acquired by the Agent prior to this Agreement coming into effect shall remain the sole and exclusive property of the Agent and any and all rights of the Client in terms of this Agreement shall be subject to the Agent’s Intellectual Property Rights. Unless otherwise specifically authorised in this Agreement or in writing by the Agent and then only to the extent so authorised, the Client shall have no right to use the Party’s Intellectual Property Rights in any manner.
24.3. For the sake of clarity, without limitation, any recordings, instructional or educational material, designs and concepts, Pitches, content, information, data, software, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs and service marks (whether registered or
unregistered) which are displayed on or incorporated by the Agent into any deliverable under this Agreement (the “Protected Works”), shall be protected by copyright law and/or trade mark law and/or common law, and shall remain the sole property of the Agent, its affiliates and/or other third party licensors.
24.4. The Client shall never share any Protected Works with any other persons or modify, reproduce, lend, republish, distribute, upload, copy, sell or transmit same in any manner whatsoever, unless:- (i) the Agent has given the Client prior written consent; and (ii) the Client has paid in full to the Agent a fair and reasonable fee (the “Creative Consultancy Fee”). The Creative Consultancy Fee shall be calculated based on all relevant factors, including but not limited to all disbursements, in-put costs and labour hours already incurred by the Agent to create the Protected Work in question.
24.5. Any Intellectual Property Rights made, created, or discovered by either Party in the course and scope of this Agreement in connection with or relating to the business of the Agent, or any Improvements to the Intellectual Property of the Agent, shall be deemed to belong, and is hereby irrevocably assigned, to the Agent.
24.6. In respect of the Improvements contemplated at clause 24.5 above, the Client hereby undertakes to assist the Agent in taking assignment of and applying for the registration, where relevant, of such inventions, designs, trademarks, copyrighted works, or other intellectual property in the name of the Agent only.
24.7. To the extent that there are any components of the Client’s Intellectual Property Rights included in the Services and/or deliverable Goods, the Client herewith unconditionally and irrevocably, grants to the Agent, a royalty-free, worldwide, perpetual, non-exclusive, non-transferable license to use such Intellectual Property solely in connection with such Services and/or Goods.
24.8. The Client may not alter or delete any copyright or proprietary notices from the Goods and/or Services.
24.9. The Client may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the PO, Pitch, Goods and/or Services in a manner not authorized by the Agent in writing. The Client may not engage in practices of “screen scraping,”
“database scraping” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Agent, in any manner and any quantities not authorized by the Agent in writing. The Client may not frame or utilize framing techniques, nor may it use meta tags or any other “hidden text”, to enclose any trademark, logo or other Intellectual Property Rights (including images, text, page layout or form) of the Agent or its Suppliers or affiliates without express written consent.
24.10. For the purpose of this clause, all instruction and information submitted by the Client for inclusion in a Pitch and/or PO and or Goods and/or Service deliverable shall be referred to as “Client Submissions”. The Client represents and warrants that it owns or has the necessary licenses, rights, consents, and permissions to submit such Client Submissions (and all content included therein), including the right to authorize the Agent to use the Client Submissions in the manner contemplated herein.
24.11. The Parties obligations under this clause shall survive the termination of this Agreement for any reason whatsoever.
25. Confidentiality
25.1. Each Party agrees to treat as strictly confidential the Confidential Information of the other Party and not to divulge any information relating thereto to any third party, agent or employee without the prior written consent of the other Party, save as is required by law.
25.2. The Parties must ensure that all their employees and/or representatives having access to the Personal Information are bound by appropriate and enforceable obligations of confidentiality. The Parties will limit access to Personal Information, to persons who have executed the appropriate confidentiality agreements, or persons who, by virtue
of their office, are obliged to confidentiality
25.3. Each Party furthermore undertakes not to use, disclose divulge or permit to be used, disclosed or divulged any aspect of such Confidential Information otherwise than is allowed for under the terms of this Agreement.
25.4. Neither Party shall not use or attempt to use the Confidential Information in any manner, which will cause or be likely to cause injury or loss to the other Party.
25.5. The Client acknowledges that the unauthorised disclosure of the Agent’s Confidential Information to a third party may cause irreparable loss, harm and damage to the Agent. Accordingly the Client indemnifies and holds the Agent harmless against any loss, action, expense, claim, harm or damage of whatsoever nature suffered by or sustained by the Agent pursuant to the breach of the provisions of this clause.
25.6. Any Confidential Information which is disclosed by either Party or one of its agents or employees, or which is generated by either Party or one of its agents or employees after the commencement of this Agreement, shall be deemed to form part of the Confidential Information and shall be deemed to be the property of the Party disclosing such Confidential Information and shall not be copied, reproduced, published or circulated and shall be surrendered to the disclosing Party upon demand.
25.7. Notwithstanding the above, information will be deemed not to be confidential information if it -:
25.7.1. is or becomes generally available to the public other than as a result of disclosure by a Party in breach of this clause;
25.7.2. is or was independently developed by a Party or on its behalf by persons having no access to such confidential information;
25.7.3. was in the Party’s possession prior to commencement of this Agreement;
25.7.4. is required to be disclosed in terms of any law or under an order of court or under the rules of any stock exchange or other applicable regulatory authority, in which case the Party so required will give the other Party reasonable written notice thereof as soon as is reasonably practicable.
25.8. The onus of proving the facts necessary to sustain any one of the exceptions listed above rests with the Party relying on the exception.
25.9. The Parties' obligations of confidentiality in this clause shall survive the termination of this Agreement for any
reason whatsoever.

26. Arbitration
26.1. Any dispute between the Parties arising in connection with this Agreement or the subject matter hereof may, at the election of either Party, be submitted to arbitration for resolution.
26.2. There shall be one arbitrator appointed, who shall be agreed to by the Parties, or in the event of the Parties failing to reach a consensus as to the appointment of the arbitrator within 5 (five) working days, the arbitrator shall be appointed by the Secretariat of the Arbitration Foundation of South Africa (AFSA) or its successor in title.
26.3. The arbitration proceedings shall be held at Johannesburg and shall be conducted under the Supreme Court Act and the Uniform Rules of the High Court.
26.4. The arbitrator shall be entitled, on the written application of either Party at any time, to amend the arbitration rules and/or any time periods provided for therein or to supplement the arbitration rules in the interest of resolving the dispute effectively, efficiently and economically (provided that no such amendment or supplemented rule shall
operate retrospectively).
26.5. The arbitration proceedings shall be conducted as expeditiously as possible.
26.6. The Parties irrevocably agree and acknowledge that delivery of the arbitration notice shall interrupt prescription and shall be deemed to constitute the service or process for the purposes of interrupting prescription in terms of the Prescription Act No. 68 of 1969 (as amended) or as the case may be the corresponding provisions in any substituted legislation.
26.7. Nothing in this clause shall preclude either Party from seeking interim and/or urgent relief from a court of competent jurisdiction.

27. Relationship
27.1. The Parties agree that the Agent is an independent contracting party, and that the Agreement does not constitute a contract of agency, representation, employment, or partnership between the Client and the Agent. The Agent shall not incur any liability whatsoever for or on behalf of the Client.

28. Domicilium Citandi Et Executandi
28.1. The Client nominates as its domicilium citandi et executandi its registered address or its physical address specific on the relevant PO, for service upon it of all processes in connection with any claim arising from the Agreement. The Agent nominates as its domicilium citandi et executandi its address as stipulated in clause 1.1 for service upon it of all processes in connection with any claim arising out of the Agreement.
28.2. All notices and communications under the Agreement shall be given in English and in writing. For the purposes of the Agreement, “writing”; means e-mails that have been acknowledged by the recipient with proof of transmission or letters sent by courier with proof of delivery. Oral agreements, notices or instructions are not binding on either Party.
28.3. Either Party may change such address on written notice to the other party provided that the new domicilium is within the Republic of South Africa and consists of, or includes, a physical address at which process can be served. 
28.4. Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by either Party shall be an adequate written notice or communication, notwithstanding that it was not sent to or delivered at the Party’s chosen domicilium.

29. General
29.1. The Agreement is the sole record of the agreement between the Parties and no other warranty, undertaking, variation or waiver is valid, unless amended according to the remainder of this clause. The Agent may, at its sole discretion, modify this Agreement at any time. To the extent that the terms of an active Purchase Order conflict
with such modified terms of this Agreement, the terms of the Purchase Order shall prevail. For the purposes of this clause, an “active Purchase Order” means a Purchase Order that has already been issued by the Client and accepted by the Agent. Any new Pitch or Purchase Order issued thereafter shall be governed by the modified terms of this Agreement. By continuing to use the Agent’s Services and/or order the Agent’s Goods, the Client agrees to such modifications. This Agreement was last modified on 01 July 2023.
29.2. Save for as otherwise set out herein, this Agreement may only be varied or waived in a written, signed document between the Client and the Agent.
29.3. Most communication between the Parties will be sent and received electronically. The Parties agree that all electronic communication between them shall satisfy any legal requirements that such communications be in writing.
29.4. Any rights of the Agent not expressly granted herein are reserved.
29.5. The Parties hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa.
29.6. This Agreement shall be governed by the laws of the Republic of South Africa.
29.7. No failure or neglect by a Party to exercise any rights hereunder or to insist upon strict compliance with or performance of another Party’s obligations under the Agreement, shall constitute a waiver of the provisions of the Agreement and a Party may at any time require strict compliance with the provisions of the Agreement.
29.8. No indulgences or extensions of time or latitude which one of the Parties may allow to the other Party shall constitute a waiver by that Party of any of its rights, and it shall not thereby be prevented from exercising any of its rights which may have arisen in the past or may arise in the future.
29.9. Each of the provisions of the Agreement shall be considered as separate terms and conditions. In the event that the Agreement is affected by any legislation or any amendment thereto, or if the provisions herein contained are by virtue of such legislation or otherwise held to be illegal, invalid or unenforceable, then any such provisions shall be ineffective only to the extent of the illegality, invalidity or unenforceability and each of the remaining provisions hereof shall remain in full force and effect as if such illegal, invalid or unenforceable provision was not a part hereof.
29.10. The Client acknowledges and confirms that it has read and fully understood the provisions set forth in this Agreement. By requesting a Pitch from, and/or issuing a Purchase Order to, the Agent, the Client explicitly signifies its understanding and acceptance of the Terms and Conditions specified herein.