Terms & Conditions
1.1 In these terms and conditions, a reference to “TLSA” will be a reference to TLSA Productions (Pty) Ltd t/a TimeLapse SA and reference to “the client” will include reference to the applicant or client referred to on any application or quotation to which these terms and conditions are attached.
1.2 These terms and conditions will be subject to any quotation signed by the client, alternatively, an authorised representative of the client, including any variation recorded in the schedule and in the event of any conflict between the provisions of the quotation and these terms and conditions, the provisions of the quotation will prevail.
1.3 Subject to 1.2, no variation of these terms and conditions will apply, either at the time the client’s order is accepted or at any time afterwards, unless the variation is expressly agreed to in writing and signed by both parties. Variations can only be accepted by an authorised representative of TLSA.
2. APPLICATION OF THESE TERMS
These terms and conditions will apply in respect of all services and/or products TLSA renders and / or supplies to the client whether specified or otherwise (“the Service” and /or “the Product”). Except to the extent that these terms and conditions are varied by mutual consent they together with the brief and quotation will constitute the entire agreement between the parties and will prevail over the client’s own terms and conditions. The client agrees that by entering into this agreement, they will not rely on any representation, understanding and interpretation, whether verbal or in writing, which is not included or specifically referred to in these terms and conditions.
TLSA may change the prices and specifications of all services at its sole discretion, but will exercise such discretion within reason and after consultation with client.
4.1 Unless otherwise expressly agreed upon in writing, all payments are to be made in ZAR (South African Rand) and are due on a date as stipulated in the quotation. All and any bank charges occasioned by international transactions are to be borne by the client.
4.2 Invoices remaining unpaid after their due date will be subject to interest charged at a rate of prime (the prime lending rate of the Reserve Bank of South Africa as published from time to time) plus 2.00% (two percent) per month.
4.3 The client will also be liable for the cost of collection and any and all legal costs on an attorney and client scale as occasioned by default.
4.4 The client will under no circumstances be allowed to apply set off in respect of any amount payable by the client to TLSA in terms of this agreement against any claim by the client against TLSA or to make deductions whatsoever from any amount due by the client to TLSA or withhold, for any reason whatsoever, any payment due and owing to TLSA.
5. DELIVERY AND INSTALLATION
5.1 Unless otherwise agreed in writing, delivery and installation of the equipment will be made on the agreed location as arranged with the client, prior to arrival.
5.2 The client will be responsible for the cost of and, if required by TLSA, arranging for the transportation of the equipment from TLSA’s premises to any destination site so elected by the client and the return thereof to TLSA’s premises and/or the client’s requested premises on completion of the job.
5.3 Delivery will be completed when the equipment is installed and/on un-installed at and/or from the agreed location and/or premises.
6. SAFETY AND INSURANCE
6.1 TLSA accepts no liability for any loss, theft or damage of the installed equipment and / or accessories. It is the client’s responsibility to make provision for the necessary comprehensive insurance of all the equipment and accessories, so that same can be repaired or replaced, in the event of loss, theft or damage.
6.2 Any loss or damage must be reported by the client personally, alternatively, by an authorised representative of the client at the premises of TLSA or telephonically within 24 (twenty four) hours. If the report was given verbally, it must be confirmed in writing within 48 (forty eight) hours after the incident that caused loss, damage or theft.
6.3 In the unlikely event of TLSA being unable to supply the equipment and accessories as specified in the order, liability will be limited to the total invoice value.
6.4 The client agrees to:
6.4.1 Be responsible for the entire loss or damage to the equipment and accessories whilst in possession of the equipment and accessories;
6.4.2 Indemnify TLSA against all claims for damages to property or injury to persons, while using the equipment and / or accessories; and
6.4.3 To return the equipment (if hired) in the same good condition as at the commencement of the job.
6.5 The client will not:
6.5.1 Tamper, adjust, damage, remove or permit the equipment to be tampered with, adjusted, damaged or removed from the client’s premises by anyone gaining access to the client’s premises through the client;
6.5.2 Sell, let, assign, mortgage, charge or in any way dispose of or deal with the equipment or part thereof whilst under this agreement.
Notwithstanding the delivery of any equipment to the client, ownership thereof will not pass to the client until TLSA has received payment of the full contract price. The risk in respect of any equipment or accessories delivered will, however, pass to the client on (deemed) delivery as set out in 5.3 above.
The following provisions will apply in respect of the repair alteration and/or enhancement of any equipment and/or installation of any equipment specified in the quotation by TLSA:
8.1 The replacement and/or repair of any items such as batteries, camera, camera shutter, cables and connectors, solar panels etc., will be for the client’s expense.
8.2 Should the equipment be defective or it becomes necessary to strip or dismantle any equipment, TLSA will prepare a quotation for the replacement, alternatively for the repair of the equipment, at the client’s expense.
8.3 In the event that the client does not accept the charges as quoted for by TLSA, TLSA will remove the equipment and the client will accept the equipment in its stripped down condition.
9. TRAVEL EXPENSES
9.1 By virtue of this agreement all reasonable travel expenses incurred by TLSA in providing the service for a project, which includes, but is not limited to, fuel, airfares, parking, accommodation, car rental is payable by the client.
9.2 The client will be invoiced separately for travel expenses. Payment of such expenses will be due on the date as stipulated on the invoice.
9.3 An additional 30% (thirty percent) surcharge fee will be added to all travel expense invoices.
9.4 Where possible travel expenses will be pre-arranged with the client and/or set out in the quotation.
10.1 TLSA owns and controls all the copyright and other intellectual property rights and will remain copyright owners. The client pays for usage of the media/footage as specified on package pricing and/or quotation (non-exclusive license). Usage of the media/footage will only be assigned to a client if payment is received in full from the client for all outstanding invoices.
10.2 TLSA hereby grants to the client the use of the media/footage strictly in the course of its business. Any other use for any other purpose that is not agreed upon prior to entering into the agreement is prohibited. Written approval can be requested from TLSA for uses outside of the agreement and will not be unreasonably withheld.
10.3 The non-exclusive license allows TLSA to sell media/footage as stock, once the client has used the media/footage for the intended purpose as originally specified.
10.4 Exclusive licenses are available on request but will be invoiced at different rates. Exclusive licenses will only be approved if it is so requested and agreed upon prior to the signing of the agreement.
10.5 TLSA has the right to use any/all/part of the media/footage and/or still images for any form of marketing in any media to promote the services of TLSA, unless a non-disclosure agreement is entered into prior to the agreement.
10.6 Failure to comply with the terms of this copyright notice, and any infringement of the intellectual property right of TLSA amounts to copyright infringement and will result in legal action.
11. STORAGE POLICY
All media/footage produced by TLSA on the client’s behalf will be stored as follows:
11.1 All media/footage will be captured and stored on professional format digital media and transferred to TLSA’s studio;
11.2 All media/footage is retained at TLSA’s studio on password protected computer systems until completion of the production process;
11.3 After the completion of the project and final delivery to the client, the media/footage will not be archived by TLSA whatsoever.
11.4 TLSA will have no liability to the client for any loss or damage in the event of electronic drive failure and data being lost as a result thereof.
12. WARRANTIES AND LIABILITY
12.1 TLSA warrants that we will use all due skill and care in providing you with the service. Other than as expressly provided for in these terms and conditions no warranty, guarantee or other term relating to the provision of the service whether implied by statute, common law or otherwise is given, however where we supply goods to you as part of the Service we shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given to us by our suppliers.
12.2 TLSA will have no liability to the client for any loss, damage, costs, expenses or other claims for compensation arising from any equipment supplied by the client, instructions supplied by the client which are incomplete, incorrect, inaccurate or illegible, or arising from their late arrival or non-arrival, or any other fault of the client.
12.3 The client agrees to indemnify TLSA from all liabilities, loss, claims and expenses that may arise from any breach of these terms and conditions by the client, including any third party liabilities incurred by TLSA.
12.4 Any claim that the client may have against TLSA must be notified to us in writing within one month of the claim arising.
TLSA reserves the right to assign or sub-contract any or all of the rights and obligations under these terms and conditions without the client’s consent to such assignment or sub-contract.
14. VIS MAJOR
The client will not have any claim of any nature whatsoever against TLSA for any failure to carry out its obligations under the agreement as a result of vis major, including but without being limited to, any strike, lock-out, shortage of materials, delays in transport, accidents of any kind, any default or delay by a supplier, riot, political or civil disturbances, natural disasters (“Act of God”), any act of any state or government or any other authority, or any other cause whatsoever beyond TLSA’s control.
15. SUSPENSION OF WORK
Should any delays and/or suspension of work be caused as a result of inadequate information or instructions which is necessary to the execution of the project/job, or be as a result of any other delays excluding delays caused by vis major, occasioned through no fault of TLSA, any additional costs incurred by TLSA in consequence of that suspension or delay, will be added to the contract price and paid for accordingly by the client, before any goods and/or data will be handed over to the client. Until then all goods and/or data are the property of TLSA and shall not be removed, handled and/or touched by the client.
16. SUSPENSION OF TLSA’S OBLIGATIONS
If any amount owed by the client to TLSA from any cause whatsoever, whether under agreement or not, is not paid on due date, without prejudice to any other right which TLSA might have, TLSA may:
16.1 require that all amounts then owed to it by the client, from any cause whatsoever (and under contract or not), will immediately become due and payable;
16.2 retain in its possession any equipment, data, media/footage of the client until all outstanding amounts have been paid;
16.3 suspend, until payment is made, the carrying out of any of its then uncompleted obligations from any cause whatsoever and whether under contract or not;
16.4 terminate the agreement;
16.5 sell any or all of the clients property (goods, camera(s) and/or footage) to cover all TLSA's outstanding invoice(s) in full and should there be an extra balance after the sale that will be paid back and/or credited to the client. This can only be done after TLSA's has informed the client of outstanding invoice(s) and that has a 120 day or more past due date.
17. COMPLIANCE WITH LAWS
The client will be responsible to comply with all regulations issued by the Government, Provincial Authorities or any other
Authorities whilst the equipment is at the client’s premises. No unlawful use of the equipment is permitted.
TLSA may cancel a contract, or any uncompleted part of it, if the client:
18.1 commits a breach of any of the terms or conditions of the agreement;
18.2 being an individual dies, or is provisionally or finally sequestrated or surrenders his estate;
18.3 being a partnership, the partnership is terminated; or
18.4 being a company, is placed under provisional or final order of liquidation, judicial management or business rescue proceedings are launched; or
18.5 performs an act of insolvency; or.
18.6 Upon the cancellation / termination of the agreement for any reason whatsoever:
18.6.1 all amounts then owed by the client to TLSA whether under contract or otherwise will become immediately due and payable forthwith for work that has been completed to date;
18.6.2 TLSA may retake possession of any equipment where ownership has not yet passed.
19. APPLICABLE LAW
The validity of the contract or this document, its interpretation, the respective rights and obligations of the parties and all other matters arising in any way out of its performance or expiration or earlier termination for any reason, will be determined in accordance with the relevant laws of the Republic of South Africa.
20. JURISDICTION AND LITIGATION
20.1 The parties consent to the jurisdiction of the Magistrate’s Court, without prejudice to the rights of TLSA, in its sole discretion, to institute action in the High Court of South Africa and to claim an order of costs against the client on a scale of costs applicable in the High Court.
20.2 If the client is not a resident of and / or does not carry on business in the Republic of South Africa, then the client consents and submits to the jurisdiction of the Gauteng Division, Pretoria, and all Courts of Appeal therefrom for all purposes.
20.3 An invoice of TLSA in respect of any indebtedness of the client to TLSA or in respect of any other fact, matter or thing, including without limitation, that goods were delivered or services rendered, will be prima facie evidence of the client’s indebtedness to TLSA and prima facie evidence of the delivery of such goods or rendering of such service.
20.4 In the event of TLSA taking legal action against the client because of a breach by the client of its obligations to TLSA including, without limitation, its failure to pay any account, the client will pay for all legal costs incurred by TLSA on the scale as between attorney and client including, without limitation, collection fees and fees of counsel.
20.5 In the event that these conditions are annexed or attached to, or incorporated by reference, in a document in which the client’s physical address are reflected, then the client agrees to accept delivery of any notice or service of any court process or other documentation, including notifications in terms of the National Credit Act, if applicable, at such address or any of such addresses.
21. USE OF EQUIPMENT OUTSIDE THE BORDERS OF SOUTH AFRICA
21.1 Prior arrangement need to be made with TLSA before the equipment is used outside of the Republic of South Africa. TLSA needs to give explicit permission for such intended use.
21.2 Additional cost will be incurred to transport/courier/ship equipment to any other country(ies), including import duties. The additional expenses are payable by the client.
21.3 TLSA will provide the client with a quotation on the estimated additional costs and this document together with the quotation in relation to any particular service constitutes the record of the agreement between TLSA and the client.