Article Partnership Agreement

This Partnership Agreement is entered into by and between Innovative Marketing SA and the undersigned Partner (collectively referred to as “the Parties”).

EFFECTIVE: 1 JUNE 2025 - 30 April 2027

PRICING & PAYMENT TERMS

Discounted Pricing:

• Innovative Marketing SA will receive a preferential pricing structure on projects undertaken with the Parties, and vice versa.

• This discount must be factored into quotations provided to and from Innovative Marketing SA.

Commission Structure:

• Innovative Marketing SA will invoice the client directly, adding a 20% commission fee.

• The Parties will invoice Innovative Marketing SA for the agreed-upon fee per project.

• Payment to the Parties will be made upon receipt of funds from the client. The project to only commence once payment has been received.

Payment Terms & Conditions:

• The Parties’ payment terms and conditions (TCs) must be included in all client quotes.

• If no specific TCs are provided, none will be included in the agreement with the client.

CLIENT OWNERSHIP & RELATIONSHIPS

• Clients referred by Innovative Marketing SA remain the exclusive clients of Innovative Marketing SA. The Parties shall not directly solicit, approach, or contract with these clients unless otherwise agreed upon in writing.

• The same conditions apply for clients referred by the Parties to Innovative Marketing SA.

DATABASE PRIVACY & PROTECTION

Data Ownership:

• All client databases provided by Innovative Marketing SA remain its exclusive property and vice versa.

• The Parties may only use such databases for agreed-upon purposes and shall not sell, reuse, or distribute them.

Confidentiality:

• Any unauthorised distribution or misuse of the database by the Parties will result in liability for legal consequences under the Protection of Personal Information Act (POPIA) and all relevant South African data protection laws.

CLIENT CORRESPONDENCE & PROJECT DELIVERY

Projects Managed by the Parties:

• Innovative Marketing SA will provide initial project information.

• The Parties will liaise with clients for technical and completion matters.

• The Parties assume full financial and legal responsibility for issues with the final product.

• Innovative Marketing SA must be CC’d in all client correspondence.

Projects Managed by Innovative Marketing SA:

• The Parties will provide initial project information.

• Innovative Marketing SA will liaise with clients for technical and completion matters.

• Innovative Marketing SA assumes full financial and legal responsibility for issues with the final product.

• The Parties must be CC’d in all client correspondence.

ACCOUNT ACCESS & EMPLOYEE PROTECTION

Account Access:

• Innovative Marketing SA will have full access to all client projects for marketing-related purposes.

Non-Solicitation Clause:

• Neither party shall solicit or offer employment to the other party’s employees for the duration of the agreement and for a period of 12 months following its termination.

RECIPROCATION AGREEMENT

Mutual Discount Arrangement:

• Should the Parties engage Innovative Marketing SA’s services for a client, a reciprocal 20% discount will be extended by Innovative Marketing SA to the Parties.

TERMINATION & CANCELLATION

Termination by Either Party:

• This agreement may be terminated by either party with 30 calendar days’ written notice.

• All outstanding payments must be settled within 14 days of the effective termination date.

• Ongoing client projects must either be completed as agreed or transitioned as mutually negotiated.

Termination for Cause:

• Either party may terminate this agreement immediately if the other:

  • Breaches any material term and fails to remedy it within 10 business days of written notice;

  • Is liquidated or declared insolvent;

  • Engages in conduct harmful to the business or reputation of the other party.

Effect of Termination:

• Access to shared accounts and client platforms must be revoked within 5 business days.

• Both parties agree to uphold confidentiality obligations beyond termination.

INTELLECTUAL PROPERTY RIGHTS

• All intellectual property created independently remains the property of the creator.

• Jointly created work shall be considered shared IP unless otherwise stated in writing.

LIMITATION OF LIABILITY

• Neither party shall be liable for indirect or consequential damages.

DISPUTE RESOLUTION

• Any dispute will first be addressed via amicable negotiation.

• Failing resolution, the matter will proceed to mediation under the Arbitration Foundation of South Africa (AFSA).

• If unresolved, the matter may be taken to the Western Cape High Court.

FORCE MAJEURE

• Neither party shall be liable for delays or non-performance due to events beyond their control, including but not limited to pandemics, national unrest, or load shedding.

GOVERNING LAW

• This Agreement is governed by the laws of the Republic of South Africa.

AMENDMENTS & REVIEW

• This agreement may only be amended in writing and signed by both parties.

• The agreement will be reviewed and renewed every 24 months from the effective date, or earlier as required.

ACCEPTANCE OF TERMS

By signing this agreement, both parties confirm they have read, understood, and agree to be bound by the terms herein.

Today's Date 15/06/2025

User IP 18.97.9.170