Terms and Conditions
Grapevine Media (Pty) Ltd | Version 1.0 | Effective 29 May 2026
These Terms and Conditions are issued by Grapevine Media (Pty) Ltd ("Grapevine") and govern the Services supplied by Grapevine to each Client.
DEFINITIONS AND INTERPRETATION
1.1"Campaign" means any activation, retail campaign, centre court build, installation, fabrication, production job, distribution, display, in-store execution, digital display, or related work undertaken by Grapevine for the Client.
1.2"Client" means the person or entity requesting, approving, receiving, using, or paying for the Services.
1.3"Client Materials" means all goods, products, stock, gifts, samples, promotional items, displays, hardware, collateral, structures, artwork, branding, data, content, or other items supplied by or on behalf of the Client, or owned by the Client.
1.4"Services" means the services specified in a Scope of Work, including concept, design, production, fabrication, printing, activation, installation, de-installation, transport, courier coordination, storage, re-use, distribution, reporting, or related services.
1.5"Scope of Work" means any quotation, cost estimate, proposal, campaign brief, written approval, schedule, order confirmation, or other document recording the Services to be performed.
1.6"Working Day" means a day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa.
1.7A requirement for writing or written approval includes email, WhatsApp, digital sign-off, electronic approval, purchase order, or other data message capable of being retained and produced as evidence.
ACCEPTANCE AND CONTRACT DOCUMENTS
2.1This Agreement applies to all Services supplied by Grapevine.
2.2Acceptance of any quotation, purchase order, signed quotation, written or electronic approval, instruction to proceed, campaign approval, receipt or use of the Services constitutes acceptance of this Agreement.
2.3This Agreement takes precedence over terms in the Client's purchase order, supplier portal, procurement document, acceptance of order, or other documentation, unless Grapevine expressly accepts those terms in writing.
2.4The accepted Scope of Work and this Agreement form the agreement for the relevant Services. If there is a conflict, this Agreement prevails unless the Scope of Work expressly states otherwise and is accepted by Grapevine in writing.
2.5No amendment, waiver, or agreed cancellation is binding unless recorded in writing by an authorised representative of Grapevine.
2.6Each separate Campaign, quotation, installation, activation, production job, or service instance is a separate service unless otherwise agreed in writing.
SERVICES AND THIRD PARTIES
3.1Grapevine shall perform the Services set out in the accepted Scope of Work with reasonable care and skill.
3.2Grapevine may appoint or use suppliers, installers, fabricators, printers, couriers, logistics providers, freelancers, retailers, landlords, mall operators, or other third parties to perform or support the Services.
3.3Grapevine may revise, reject, edit, suspend, or refuse any Campaign, artwork, messaging, product, content, or material that Grapevine reasonably considers unlawful, misleading, offensive, unsafe, impractical, unsuitable, or non-compliant.
3.4Grapevine is not responsible for delay, non-performance, refusal, access limitations, implementation failure, or conduct of a retailer, landlord, mall, courier, supplier, installer, municipality, or other third party beyond Grapevine's reasonable control, subject to the liability provisions in this Agreement.
CLIENT RESPONSIBILITIES AND WARRANTIES
4.1The Client must provide complete and accurate instructions, specifications, dimensions, artwork, copy, claims, store lists, site information, approvals, purchase orders, access information, and other inputs reasonably required for the Services.
4.2The Client warrants that all Client Materials, products, product claims, advertising claims, content, artwork, promotions, and instructions are lawful, safe, accurate, compliant, and approved for the intended use.
4.3The Client warrants that it owns or has the required rights, licences, permissions, and approvals to use all images, trademarks, logos, graphics, photographs, copy, designs, claims, data, and other materials supplied to Grapevine.
4.4The Client is responsible for ensuring that its products, samples, promotional items, and materials are available, compliant, usable, and stocked at the relevant stores or sites in time for the Campaign. If they are not, the Client remains liable for costs incurred in relation to the Campaign.
ARTWORK, APPROVALS, PRODUCTION AND DEFECTS
5.1Where applicable, final artwork files must be supplied at least twenty (20) Working Days before the Campaign launch, and final written approval must be supplied at least ten (10) Working Days before launch, unless another timeline is stated in the Scope of Work.
5.2Once approval has been given and production has commenced, changes may only be made if Grapevine agrees in writing. The Client shall pay additional costs and accept any revised timeline caused by the change.
5.3After approved production has commenced, the Client may not reject or request a refund for printed, fabricated, produced, or branded items because of a change of mind, aesthetic preference, interpretation, or post-approval amendment.
5.4Grapevine is not responsible for colour discrepancies, printing tolerances, supplier variances, retailer limitations, installation restrictions, or delays caused by late approval, inaccurate Client Materials, or third-party limitations.
5.5If the Client approves reduced specifications, lower-cost materials, alternative fabrication methods, or budget-driven compromises, the Client accepts the resulting impact on durability, finish, appearance, lifespan, or performance.
5.6The Client must notify Grapevine in writing of any apparent workmanship defect directly attributable to Grapevine within seven (7) Working Days after delivery or installation. A latent defect must be notified as soon as reasonably discovered. Grapevine must be given a reasonable opportunity to inspect and remedy any verified defect.
5.7Use, display, activation, distribution, retention, or continued use of a deliverable constitutes acceptance of that deliverable, subject to any rights that cannot lawfully be excluded and any defect properly notified under clause 5.6.
RETAIL CAMPAIGNS, SITES AND DELIVERY EVIDENCE
6.1Retail, shopping centre, mall, landlord, municipal, media, and site-based Campaigns remain subject to relevant approval, availability, access, rules, and site confirmation.
6.2Unless expressly included in the Scope of Work, quotations exclude retailer fees, mall or landlord fees, media fees, rental fees, municipal charges, permits, access fees, courier fees, freight charges, and other third-party costs.
6.3Grapevine does not guarantee retailer acceptance, implementation, stock availability, site access, sales uplift, return on investment, footfall, consumer engagement, campaign success, or any commercial outcome.
6.4A Campaign is deemed delivered when Grapevine provides reasonable evidence of completion, which may include photographic proof, installation reports, delivery notes, courier tracking, email confirmation, WhatsApp confirmation, or other reasonable evidence. Additional reporting requested outside the Scope of Work may be charged separately.
6.5If Grapevine must return to site because of retailer, landlord, Client, implementer, access, stock, approval, readiness, or information issues not caused by Grapevine, additional call-out, labour, installation, travel, courier, and management costs may be charged to the Client.
CLIENT MATERIALS, STORAGE, TRANSPORT AND DISPOSAL
7.1Ownership of Client Materials remains with the Client. Client Materials are stored, collected, transported, couriered, installed, removed, handled, re-used, modified, or relocated at the Client's risk. Grapevine shall not be liable for any loss of or damage to Client Materials, including loss or damage caused by theft, fire, water damage, accidental damage, deterioration, breakage, or unauthorised removal, except to the extent that such loss or damage results from Grapevine's gross negligence, wilful misconduct, fraud, or liability that cannot lawfully be limited.
7.2The Client must arrange and maintain appropriate insurance for Client Materials while stored, transported, installed, displayed, handled, or otherwise in connection with the Services. Grapevine is not an insurer.
7.3Grapevine may, at its discretion, store reusable Client Materials at no charge as a courtesy. Free storage is not a contractual obligation and does not make Grapevine a warehouse operator or long-term custodian.
7.4Grapevine may discontinue storage of Client Materials at any time. If Client Materials have not been used, rebooked, collected, or requested for six (6) consecutive months, Grapevine may give the Client fourteen (14) days' written notice to collect them.
7.5If the Client does not collect the Client Materials within the notice period, Grapevine may dispose of, recycle, scrap, donate, destroy, or sell them. Grapevine may deduct reasonable storage, handling, disposal, and sale costs from any sale proceeds and shall make any remaining net proceeds available to the Client on written request made within ninety (90) days after the sale.
7.6Grapevine may remove or dispose of Client Materials without prior notice where they are unsafe, unlawful, hazardous, perishable, abandoned, contaminated, or create a material storage, hygiene, safety, or legal risk.
7.7Courier, freight, transport, and logistics charges are estimates unless expressly stated as fixed. Any surcharge, shortfall, failed-delivery charge, re-delivery charge, special trip, insurance cost, storage charge, or additional logistics cost may be charged to the Client.
7.8Unless return, collection, storage, or insurance has been included and paid for by the Client, Grapevine is not obliged to collect, return, store, preserve, or insure Client Materials after the relevant Services are completed.
EXISTING COLLATERAL, BRANDING AND REMOVAL RISK
8.1Where Grapevine is requested to install, transport, reuse, alter, repair, refurbish, remove, rebrand, debrand, or work with pre-existing or third-party collateral, hardware, displays, structures, surfaces, paintwork, glass, floors, walls, vinyl, decals, or fixtures, the work is undertaken at the Client's risk.
8.2Unless specifically commissioned in writing to evaluate suitability, Grapevine gives no warranty about the strength, safety, condition, compatibility, lifespan, compliance, or suitability of pre-existing or third-party items or surfaces.
8.3Grapevine is not liable for damage arising from applying, removing, modifying, or replacing branding, vinyl, adhesives, decals, fixtures, or fittings on Client-owned or third-party surfaces, except to the extent resulting from Grapevine's gross negligence, wilful misconduct, fraud, or liability that cannot lawfully be limited.
FEES, QUOTATIONS AND PAYMENT
9.1Quotations are valid for thirty (30) days from date of issue unless stated otherwise.
9.2All pricing excludes VAT unless expressly stated otherwise.
9.3If supplier pricing, imported material cost, exchange rates, fuel, freight, raw material, labour, or third-party costs materially increase after quote acceptance but before Grapevine has procured or committed to the affected cost, Grapevine may notify the Client and propose a price adjustment or reasonable alternative. If the Client does not accept the adjustment or alternative, Grapevine may cancel the affected unperformed portion of the Services, and the Client remains liable for work performed and costs committed before cancellation.
9.4For a Campaign valued above R1,000,000, Grapevine may require a fifty percent (50%) deposit before commencing production, procurement, supplier commitments, or installation booking.
9.5Invoices are payable within thirty (30) days from invoice date unless otherwise agreed in writing.
9.6Grapevine may suspend production, procurement, installation, delivery, storage, or further Services while any payment is overdue.
9.7The Client may not withhold payment of an undisputed amount or set it off against an alleged claim unless Grapevine agrees in writing or a final court or arbitration award permits it.
9.8Interest on overdue amounts may be charged at the lesser of two percent (2%) per month and the maximum rate permitted by applicable law.
9.9The Client is liable, to the extent permitted by law, for reasonable collection costs, tracing fees, collection commission, and legal costs on the attorney-and-client scale incurred by Grapevine in recovering overdue amounts, together with VAT where applicable.
9.10Recurring or annually renewable fees may be increased on written notice in accordance with the relevant Scope of Work.
CANCELLATION, POSTPONEMENT AND CLIENT DELAY
10.1The Client may cancel, postpone, suspend, or materially change Services only by written notice.
10.2Where the Client cancels, postpones, suspends, or materially changes Services after approval or commencement, the Client must pay for work completed, services performed, management and design time, materials ordered, committed supplier and production costs, booked installation or production capacity, non-refundable charges, and reasonable administration costs incurred by Grapevine.
10.3Where a retailer, landlord, mall, site, or other third party rejects or cancels a Campaign for reasons not caused by Grapevine, the Client remains liable for work performed and costs incurred or committed before rejection or cancellation.
10.4Grapevine may charge a reasonable cancellation fee to compensate for demonstrable loss caused by the cancellation, postponement, suspension, or material change, provided that Grapevine may not recover the same loss twice.
10.5Where Client delay, late approval, late information, late payment, lack of site readiness, missing stock, or scope change causes additional cost, the Client must pay additional storage, courier, labour, overtime, rebooking, production, transport, installation, supplier, and management costs reasonably incurred.
OWNERSHIP AND INTELLECTUAL PROPERTY
11.1Risk in goods, fabricated items, displays, collateral, hardware, campaign materials, and deliverables supplied or produced by Grapevine passes to the Client on delivery, collection, installation, use, or handover, whichever occurs first.
11.2Ownership of goods, fabricated items, displays, collateral, hardware, and campaign materials supplied or produced by Grapevine remains with Grapevine until full payment has been received, unless the Scope of Work expressly records that an item remains Grapevine's property.
11.3Grapevine retains ownership of its underlying intellectual property, including concepts, templates, generic layouts, methods, processes, supplier information, site information, measurements, presentation structures, reusable systems, know-how, and proprietary hardware.
11.4Once full payment has been received, the Client may use the final approved deliverables for the purpose and Campaign for which they were supplied. Any transfer of ownership or broader licence must be expressly recorded in writing.
11.5Proprietary Grapevine sleeves, display systems, reusable structures, templates, site information, measurements, and hardware remain Grapevine's property unless expressly sold to the Client in writing and fully paid for.
11.6Grapevine may use completed, public-facing Campaign work and non-confidential photographs in its portfolio, credentials, case studies, awards entries, social media, and marketing materials unless the Client gives written confidentiality restrictions before Campaign commencement.
CONFIDENTIALITY AND POPIA
12.1Each Party must keep confidential all pricing, supplier information, strategy, campaign details, personal information, and commercial information received from the other Party that is confidential by nature or marked as confidential.
12.2A Party may disclose confidential information to its employees, contractors, suppliers, advisers, and representatives only to the extent reasonably necessary to perform the Services or comply with law, and must require them to keep that information confidential.
12.3Confidentiality obligations do not apply to information already public through no breach, independently developed, lawfully held before disclosure, lawfully received from another source, or required to be disclosed by law.
12.4Each Party shall comply with the Protection of Personal Information Act, 4 of 2013, in relation to personal information processed under this Agreement.
12.5Confidentiality obligations continue for three (3) years after completion or termination, except for trade secrets or personal information, which remain protected for so long as required by law or their nature.
NON-SOLICITATION
13.1During the Services and for twelve (12) months thereafter, the Client may not directly solicit for employment or direct engagement any Grapevine employee or contractor who was materially involved in providing the Services and with whom the Client had direct contact through the Services, unless Grapevine consents in writing.
13.2This clause does not prevent a person from responding independently to a general public recruitment advertisement not targeted at Grapevine personnel.
LIABILITY AND INDEMNITIES
14.1Nothing in this Agreement excludes or limits a liability or right that cannot lawfully be excluded or limited.
14.2Subject to clause 14.1, Grapevine shall not be liable for indirect or consequential loss, loss of profit, loss of goodwill, business interruption, reputational damage, retailer penalties, lost opportunities, or anticipated campaign performance.
14.3Subject to clause 14.1, Grapevine's total aggregate liability arising from a Campaign or Scope of Work shall not exceed the fees paid or payable by the Client for that Campaign or Scope of Work.
14.4The limitations in this Agreement do not apply to Grapevine's fraud, wilful misconduct, gross negligence, or liability that may not lawfully be excluded or limited.
14.5The Client indemnifies Grapevine and its employees, contractors and agents against third-party claims, losses, damages, costs, and expenses arising from Client Materials, Client-provided content or instructions, product defects, product claims, product safety or compliance failures, intellectual property infringement in materials supplied by the Client, or the Client's breach, negligence, wilful misconduct, or unlawful conduct.
14.6Grapevine shall give reasonable notice of any third-party claim under clause 14.5 and shall not settle that claim without the Client's consent where the settlement imposes an admission or material obligation on the Client, unless the Client unreasonably withholds consent or fails to respond.
FORCE MAJEURE
15.1Neither Party is liable for delay or failure caused by events beyond its reasonable control, including load shedding, power outage, fire, flood, natural disaster, civil unrest, riot, strike, epidemic, pandemic, government action, freight disruption, transport disruption, supplier failure beyond reasonable control, courier disruption, or retailer or landlord shutdown.
15.2The affected Party must notify the other Party as soon as reasonably practical and use reasonable steps to reduce the effect of the event.
15.3Time for performance shall be extended for a reasonable period. The Client remains liable for work performed, costs incurred, and non-refundable commitments made before or during the event.
15.4If the event continues for more than ninety (90) days, either Party may terminate the affected unperformed Services by written notice, without affecting amounts already due.
CESSION, DELEGATION AND SUBCONTRACTING
16.1Grapevine may cede its right to receive payment or other claims without the Client's consent.
16.2Grapevine may subcontract or appoint third parties to perform parts of the Services, subject to this Agreement.
16.3The Client may not cede, assign, delegate, subcontract, or transfer any right or obligation under this Agreement without Grapevine's prior written consent.
BREACH, SUSPENSION AND TERMINATION
17.1If a Party commits a material breach and fails to remedy it within seven (7) Working Days after receiving written notice requiring remedy, the other Party may cancel the affected Services, claim specific performance, or claim damages, without prejudice to its other rights.
17.2Grapevine may suspend Services immediately if payment is overdue or if the Client creates a material legal, operational, safety, credit, or reputational risk.
17.3Either Party may terminate affected Services immediately by written notice if the other Party is placed in liquidation, business rescue, sequestration or insolvency proceedings, enters into a compromise with creditors, or ceases to carry on business.
17.4Termination does not affect rights accrued before termination or clauses intended to continue after termination.
GOVERNING LAW AND DISPUTES
18.1This Agreement is governed by the laws of the Republic of South Africa.
18.2Before instituting proceedings, the Parties shall first attempt in good faith to resolve a dispute through senior representatives, unless the matter concerns urgent relief, debt recovery, prescription, or another situation where delay may prejudice a Party's rights.
18.3The Parties consent to the jurisdiction of the Magistrates' Court having jurisdiction, notwithstanding that a claim may exceed that court's monetary jurisdiction, without prejudice to Grapevine's right to institute proceedings in any High Court having jurisdiction.
NOTICES AND DOMICILIUM
19.1Routine contractual notices may be delivered by email to the email addresses used by the Parties in connection with the Services. A notice sent by email is deemed received when transmitted unless the sender receives a delivery failure notification.
19.2For service of legal process, Grapevine chooses as its domicilium citandi et executandi: 73 Bowling Avenue, Morningside Manor, Johannesburg, South Africa, or any replacement address notified in writing.
19.3For service of legal process, the Client chooses its registered office, principal place of business, or the physical address stated in its quotation acceptance, purchase order, credit application, or onboarding documentation.
19.4A notice actually received by a Party is valid even if it was not delivered to its chosen domicilium.
GENERAL AND SURVIVAL
20.1This Agreement and the applicable Scope of Work constitute the entire agreement for the Services and replace prior discussions or representations about those Services.
20.2No failure or delay in exercising a right is a waiver of that right.
20.3If a provision is invalid or unenforceable, it shall be severed or limited to the minimum extent necessary, and the remaining provisions continue in force.
20.4Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the Parties.
20.5Clauses relating to payment, cancellation costs, ownership, intellectual property, confidentiality, risk, storage, disposal, liability, indemnities, non-solicitation, debt recovery, dispute resolution, and any clause that by its nature should survive shall continue after completion, cancellation, expiry, or termination.
