1. Interpretation & Definitions:

1.1. In this terms of service unless the context indicates otherwise:

1.1.1. “Effective date” shall mean the date of signature of service order.
1.1.2. “Novus Group” means Novus Group (proprietary) limited.
1.1.3. “Subscriber” means the party with which Novus Group has entered into this Terms of Service.
1.1.4. “Subscriber Data” means all data, including Personal Information furnished to Novus Group, or generated in the course of the provision of services.
1.1.5. “Parties” means Novus Group and the Subscriber collectively and “Party” shall mean either of them.
1.1.6. “VAT” means value-added tax as defined in the VAT Act No 89 of 1991.
1.1.7. Words in the singular shall include the plural and vice versa words in the masculine gender shall include the feminine and neuter genders and vice versa any reference to a person shall include partnerships and bodies corporate and vice versa.

2. Cancellation of Service:

2.1. The terms of service shall be effective in accordance with the signed service order(s).
2.2. The terms of service will continue to be of full force and effective for an indefinite period; unless terminated by either party with one calendar months’ written notice to the other party.
2.3. The service may be cancelled by any party with one calendar months’ notice, in writing, after the initial period.
2.4. The Subscriber may not cede or assign the terms of service without the prior written consent of Novus Group.

3. Subscription Fee:

3.1. In consideration of the service to be provided to the Subscriber, the Subscriber shall pay a fee to Novus Group as per service order. All agreed fees exclude VAT.
3.2. Any amount falling short due to late or non-payment by the Subscriber to Novus Group in terms of the service, shall bear interest at a rate of 2% per month or part thereof.
3.3. The Subscriber shall be held liable for all costs incurred by Novus Group in recovery of any amounts or the enforcement of any rights contained in the service, including collection charges and all legal fees.

4. Payment Terms:

4.1. Payments are due as per a 30 day account.

5. Products and Services:

5.1. Novus Group products and services include:

5.1.1. Novus Group will perform searches, based on keywords / search phrases specified and agreed to by the Subscriber, to identify and deliver relevant content to the Subscriber at a frequency as agreed between the Parties.
5.1.2. Depending on the services agreed to between both parties, the searches will include:

5.1.2.1. Online media: A search across a list of the existing online news sources.
5.1.2.2. Print media: A search across a list of the existing print news sources.
5.1.2.3. Broadcast media: A search across a list of the existing TV & Radio news sources.
5.1.2.4. Social media: A search across any of the following social media platforms:

5.1.2.4.1. Twitter
5.1.2.4.2. Facebook (no private pages)
5.1.2.4.3. Instagram (no private pages)

5.1.3. The Subscriber may change the keywords / search expressions by e-mailing the changes to an agreed e-mail address at Novus Group. The address will be provided to the client upon delivery of the services.
5.1.4. Novus Group will implement these changes within 24 hours of receipt of such an e-mail.
5.1.5. Depending on the changes required, additional fees may be charged – but these fees will be communicated to the client and agreed before the changes are implemented.
5.1.6. The relevant content found by Novus Group will be delivered to the Subscriber as follows:

5.1.6.1. Email alerts: Novus will send the coverage we find to the Subscriber via email alerts
5.1.6.2. Dashboard: Every news article we find is automatically uploaded to an online dashboard which the client can access at any time, and from anywhere (via the internet).
5.1.6.3. Newsfeeds: We can deliver the news articles we find via HTML / XML or RSS to the Subscriber website, intranet or extranet.
5.1.6.4. SMS: Alerts to an agreed upon list of designated recipients.

5.1.7. The relevant content found by Novus Group will include and provide the Subscriber as follows:

5.1.7.1. The date the content was found / captured.
5.1.7.2. The source of the content.
5.1.7.3. Original headline used by the source of the content.
5.1.7.4. An extract of the relevant article, which will not exceed 255 characters.
5.1.7.5. A hyperlink to the source of the content – to the original article.
5.1.7.6. Other data fields as allowed by the source (s).
5.1.7.7. The keywords / search phrases specified by the subscriber.
5.1.7.8. AVE (Advertising Value Equivalent) Values
5.1.7.9. RSS feeds are provided for each search


5.2. News Monitor products and services include:

5.2.1. The comprehensive database (which goes back to 2005 and contains more than 1,1 million articles) is both quick and fully searchable.
5.2.2. We offer comprehensive print media coverage with a national footprint - covering Daily and Weekly News Papers, Community Papers and Trade Magazines.
5.2.3. All client coverage is archived on a fully searchable client portal, as well as being delivered via email alerts (of which the delivery times can be chosen by our clients).
5.2.4. Our emphasis is on quality, and as such, The News Monitor actively uses the “Human Element” in capturing and allocating coverage.
5.2.5. Articles are scanned in original format and size, with all pictures and graphics included, and are quality checked for accuracy prior to being included in our database.
5.2.6. The PDF links are pre-authenticated, which allows for easy forwarding on to multiple recipients.
5.2.7. The links (URL’s) are stable and permanent, and stored on our secure server.
5.2.8. They take users directly to the article.

6. Breach:

6.1. Should a party (“Defaulting Party”), commit a breach of any provision of the terms of service and fail to remedy the breach within 14 (fourteen) days of receiving written notice to remedy the breach, then the other party may:

6.1.2. Claim immediate specific performance of the Defaulting Party’s obligations under the terms of service, with or without claiming damages; or
6.1.2. Cancel the service, with or without claiming damages, in which case written notice of cancellation will be given to the Defaulting Party.

6.2. Any remedies in this clause are without prejudice to any other remedies available in law.

7. Liability:

7.1. The following guarantees and indemnities apply:

7.1.1. Novus Group guarantees that it will supply the Subscriber with the information,
7.1.2. Subject to clause 7.1.3 Novus Group indemnifies the Subscriber against any claims, requests, damages, liabilities, losses and disbursement the Subscriber may suffer on the basis that the information as supplied to the Subscriber, infringes on any patent copyright and/or any other property right.
7.1.3. Novus Group does not guarantee that the information or their supply thereof will be without shortcomings or faults or that it will be uninterrupted but only guarantees that once they are informed of any such shortcomings or faults, they will use any reasonable endeavours to rectify any such shortcomings or faults and interrupted supply of information.
7.1.4. Novus Group’s total liability towards the Subscriber for any claim or series of claims, whether related or otherwise and whether as a result of negligence, breach of service, misinterpretation or otherwise, will be limited to the total amount of the costs the Subscriber has paid to Novus Group in regard for the information for the last cost period (since the start of this service) before any occurrence which gave rise to any claim or claims.
7.1.5. Except if otherwise determined in clause 7.1. hereto Novus Group has no responsibility whatsoever towards the Subscriber for any indirect or consequential loss, damages, injuries, costs, claims and disbursements:

7.1.5.1. If any such occurrence arises out of any cause over which Novus Group had no reasonable control including but not limited to force majeure or any mechanical/electrical or telephonic interruption or short-circuit or any power failure or the malfunction of any computer and/or any data sender and/or receiver or support equipment.
7.1.5.2. Arising out of any conduct, whether in full or part of any person other than an employee of Novus Group, or any authorised agent or representative of Novus Group other than as a result of negligence and/or wilful misconduct.
7.1.5.3. Until the full quantum of damage has been determined.

8. Data Protection:

8.1. Novus Group warrants and undertakes in respect of all Subscriber Data that it processes on behalf of the Subscriber that at all times:

8.1.1. It shall only process such Subscriber Data for the purposes detailed in this Terms of service and, in doing so shall act solely on the instructions of the Subscriber. In particular, Novus Group shall not itself exercise control, use for its own purposes, nor shall it transfer, or purport to transfer control of the Subscriber Data to a third party, excepts as it may be specifically instructed to do so by the Subscriber or as may be agreed by the Parties;
8.1.2. It shall keep the Subscriber Data logically separate to data processed on behalf of any other third party;
8.1.3. It shall submit to the Subscriber all information and details on the processing of any Subscriber Data upon request;
8.1.4. It shall not process, apply for or use the Subscriber Data for any purpose other than is required for purposes of this Terms of service;
8.1.5. Upon termination of this Terms of service, the Subscriber Data, shall, at the Subscriber’s option, be destroyed or returned to the Subscriber, along with any medium or document containing the Subscriber Data;
8.1.6. It maintains and shall continue to maintain appropriate and sufficient technical and organisational security measures to protect such Subscriber Data against accidental or unlawful interception or accidental loss, damage, alteration, unauthorised disclosures or access, in compliance with the provisions of the Terms of service and in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing; and
8.1.7. It shall facilitate requests by individual data subjects or exercise of any privacy rights to be implemented in terms of any Subscriber Data, including updating, amending or correcting the personal information of any individual upon request from the Subscriber from time to time or cancelling or blocking access to any Personal Information upon instruction from the Subscriber.

8.2. Novus Group represents and warrants that its collection, access, use, storage, disposal and disclosure of Subscriber Data does and will comply with all applicable privacy laws, the Subscriber’s specific instructions, as well as all other applicable regulations and directives and shall ensure that its compliance with its obligations under this Terms of service do not in any way cause the Subscriber to be in contravention of any Applicable Privacy Law(s).

9. Proprietary Rights:

9.1. Novus Group provides the Subscriber with written permission to disseminate the information to their stakeholders, the list of stakeholders will be provided to Novus Group. The information may not be published or otherwise reproduced, copied or sold to any stakeholders that Novus Group is not made aware of.
9.2. The Subscriber acknowledges and agrees that the information furnished to it will contain items which are subject to copyright laws in favour of third parties, and that these copyright laws may change from time to time, which will mean that Novus Group would need to pass on certain restrictions to the Subscriber as and when needed. Novus Group will notify the Subscriber of all such changes in writing prior to such change being effective, where possible, and in a manner that can be distributed to the Subscriber’s clients for compliance.

10. General:

10.1. No alterations, cancellation, variation of or addition to this terms of service shall be of any force or effect unless reduced to writing and signed by the parties to this terms of service or their duly authorised representatives.
10.2. These are all the terms of service between the parties in relation to its subject matter and no party shall be bound by any undertakings, representations, warranties, promises or the like not recorded in this terms of service.
10.3. The Subscriber may not cede or assign this terms of service without the prior written consent of Novus Group, other than within the Subscriber’s group of companies. Novus Group may not cede, assign or otherwise transfer its rights or obligations under this terms of service to any person without the Subscriber’s prior written consent, which consent will not be unreasonably withheld.
10.4. If either party is prevented from carrying out all or any of its obligations under the terms of service from any cause beyond its reasonable control (including acts of God, war, civil commotion, riot, insurrection, legal strikes and/or lock outs, acts of state, fire, explosion, earthquakes (each a “Force Majeure Event”)):

10.4.1. the party so affected (“Affected Party”) must notify the other party within 5 (five) days of the occurrence of the Force Majeure Event, the nature, extent and likely duration of the Force Majeure Event and the impact of the Affected Party’s performance of its obligations under the terms of service as a result of the Force Majeure Event;
10.4.2. the Affected Party must keep the other party updated as may be reasonably required;
10.4.3. the Affected Party must take all reasonable steps to remedy or minimise the consequences of the Force Majeure Event;
10.4.4. the obligations so affected may be suspended for the duration of the force Majeure Event;
10.4.5. the Affected Party must immediately resume performance of any obligation affected by the Force Majeure Event; and
10.4.6. should performance of the Affected Party’s obligation be suspended for more than 60 (sixty) days, then either party may cancel the service on 30 (thirty) days written notice.

10.5. The terms of service supersedes any previous agreements or terms of services entered between Novus Group and the client. Where an agreement or terms of service or other document are to supersede these terms of service, the parties must specifically and clearly state so with reference to this provision.
10.6. The terms of service shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any dispute between the parties may be resolved in the courts of the Republic of South Africa.

11. Billing details - Domicilium Executandi et Citandi:

11.1. The parties choose the addresses set out in the service order as the address at which all notices must be served.
11.2. Legal processes and other communication must be delivered for the purposes of the terms of service:

11.2.1. Novus Group:

11.2.1.1. Physical Address: Sami.G Office Square, 2nd Floor West, 80 Greenvale Road, Wilbart, Johannesburg, 1401