1. Definitions

Unless the context dictates otherwise, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

1.1.      “Award” shall mean the Prize;

1.2.     “Competition” shall mean the Design Indaba Expo Innovation Award held by Design Indaba, in terms of which participants were invited to submit new product designs launched since Design Indaba Expo 2012. The Innovation Award has been launched to encourage product innovations across the spectrum of design discipline, material/substrate usage and “new to the world” concepts and ideas;

1.3.     “Design Indaba” shall mean the trustees for the time being of the Design Indaba Trust;

1.4.     “Prize” shall mean the R50 000 (fifty thousand rand) awarded to a Winner of the Innovation Award;

1.5.     “Interactive Africa ” shall mean Interactive Africa (Pty) Ltd, registration number 1995/008544/07, a private company duly incorporated in accordance with the company laws of the Republic of South Africa;

1.6.      “Party” shall mean Design Indaba or the Winner, and “Parties” shall mean either one of them;

1.7.     “Terms and Conditions” shall mean these terms and conditions; and

1.8.     “Winner” shall mean the undersigned person or persons (if entrants entered as a team) who receive an Award in terms of these Terms and Condition.

2. Application of Terms and Conditions

By choosing to accept the Award, the Winner agrees to be bound by the following terms and conditions, which the Winner acknowledges to have read and understood.

3. Team Entries

3.1.     If persons entered the Competition as a team, the team members’ liability towards Design Indaba in terms of these Terms and Conditions will be joint and several. All members of a winning team bind themselves jointly and severally as surety and co-principal debtor in solidum with each other for all their respective obligations under the provisions of these Terms and Conditions.

3.2.     If persons entered the Competition as a team, the applicable Award shall be awarded to the team jointly. Only a single Award will be awarded in such circumstances. The Award shall be shared and each team member shall not be entitled to an individual Award.

4. Undertakings and Warranties by the Winner

The Winner undertakes that he shall:

4.1.     not  use, utter, publish or cause to be published by way of the internet, social media, press, radio, television or otherwise any comments in respect of the Competition likely to discredit or damage the reputation of Design Indaba, any of the sponsors of the Competition, their officers, directors, contractors or employees or any of their activities;

4.2.     not make any public announcements or statements regarding Design Indaba or any of its associates;

5. Duration

These Terms and Conditions shall continue to be binding and in force in perpetuity.

6. Payment of Award

6.1.     Design Indaba shall pay the Award in South African Rands into the bank account nominated by the Winner, provided that the Winner has complied with the applicable provisions of these Terms and Conditions.

6.2.     Design Indaba shall have no other obligations in respect of the Competition, save for payment of the Award subject to the provisions of these Terms and Conditions.

7. Liability

7.1.     The Winner shall have no claim against Design Indaba, Interactive Africa, any of the sponsors of the Competition or any of their directors, officers, contractors or employees (the “Indemnified Parties”) and the Indemnified Parties shall not be liable for any or all claims, loss, liability, damage or expense which the Winner may incur or suffer as a result of the acceptance of the Award.

7.2.     The Winner hereby indemnifies each and all of the Indemnified Parties and holds them harmless against all and any claims which may at all times be made against the Indemnified Parties in respect of any injury, claim, loss, liability, damage or expense which the Winner, any of its employees, agents or contractors or any third party may incur or suffer as a result of accepting the Award or using the Award.

8. Design Indaba’s Right of Termination

Design Indaba may withdraw the Award, withhold payment of all monies not yet paid to the Winner in terms of the Award at any time if:

8.1.     the Winner has breached any of the provisions of these Terms and Conditions; or

8.2.     circumstances exist justifying such termination at common law; or

8.3.     the Winner shall become insolvent, or guilty of fraud or dishonesty, wilful default, negligence or incompetence.

9. Force Majeure

Notwithstanding the provisions of these Terms and Conditions, neither Party shall be held liable for any delays or non-fulfillment of its contractual obligations in case of force majeure, provided that the circumstances preventing such Party from fulfilling its obligations are not due, in whole or in part, to an oversight or shortcoming on the defaulting Party's part and always assuming that the defaulting Party did everything possible to prevent the case of force majeure or to minimize the damage that arose from said force majeure.

10. Intellectual Property

10.1.   Subject to the provisions of clause 10.2, any intellectual property created or developed by the Winner for the Competition (the “Winners Intellectual Property”) shall remain the property of the Winner. Despite the aforesaid, the Winner grants Design Indaba and Interactive Africa the right to use and reproduce the Winner’s Intellectual Property for purposes of marketing or promoting Design Indaba, Interactive Africa or any of their activities.

10.2.   Design Indaba and Interactive Africa’s intellectual property shall be and remain their exclusive property. The Winner shall not use any of Design Indaba or Interactive Africa’s trademarks, trade names, logos or other intellectual property without prior written consent from Design Indaba or Interactive Africa, as the case may be. Without limiting the generality of the aforesaid, the Winner acknowledges that “Design Indaba” is a registered trade mark. The Winner shall not be entitled to use or register the “Design Indaba” trade mark or anything similar thereto. The Winner shall not use the “Design Indaba” trade mark or anything similar thereto as part of the Winner’s name or in the name or part of any name of any entity, company, corporation, partnership or any other entity with which the Winner is associated, either directly or indirectly, and if it does so, the Winner agrees to procure that such entity’s name is changed upon demand by Design Indaba or Interactive Africa.

11. Marketing

The Winner agrees to:

11.1.   as may be reasonably required by Design Indaba, take part in any photo shoots, interviews and marketing and publicity which may be required by Design Indaba in relation to the Competition and activities of Design Indaba and/or Interactive Africa, provided that Design Indaba has given the Winner reasonable notice thereof;

11.2.   Design Indaba and/or Interactive Africa using any comments or images (including photograph) submitted by the Winner for the Competition for any purposes whatsoever, including, without limitation, publication in any magazine, newspaper, advertisement or any promotion or other challenges conducted by Design Indaba, provided that Design Indaba and/or Interactive Africa shall give acknowledgement to the Winner, but not be liable to pay any compensation to the Winner for such use.

12. Relationship of the Parties

12.1.   Each Party acts as an independent principal and nothing in these Terms and Conditions shall be construed as a partnership, joint venture, agreement of agency or relationship of employment.

12.2.   Neither Party may make representations on behalf of, or bind the credit of, the other Party without the party’s written consent.

13. Cession

13.1.   The Winner may not cede or assign any of its rights or obligations under these Terms and Conditions without the written consent of Design Indaba.

13.2.   The Award is not transferable and the Winner may not transfer the Award or any part of it to any person.

14. Dispute Resolution

14.1.   If a dispute between the Parties arises out of or is related to these Terms and Conditions, the Parties shall meet and negotiate in good faith to attempt to resolve the dispute.  If, after 20 (twenty) business days from the date upon which the dispute was declared by a Party by written notice, the dispute is not resolved the matter shall be determined in accordance with the provisions set out below.

14.2.   Save in respect of those provisions of these Terms and Conditions  which provide for their own remedies which would be incompatible with arbitration, or in the event of either Party instituting urgent action against the other in any court of competent jurisdiction, any dispute arising from or in connection with this Agreement will be finally resolved by arbitration in accordance with the Rules of the Arbitration Foundation of Southern Africa or its successor, by an arbitrator or arbitrators appointed by the Foundation.

14.3.   This clause 14 will be severable from the rest of the provisions of these Terms and Conditions so that it will operate and continue to operate notwithstanding any actual or alleged voidness, voidability, unenforceability, termination, cancellation, expiry, or accepted repudiation, of these Terms and Conditions.

14.4.   Neither Party shall be entitled to withhold performance of any of their obligations in terms of these Terms and Conditions pending the settlement of, or decision in, any dispute arising between the Parties and each Party shall, in such circumstances continue to comply with their obligations in terms of these Terms and Conditions.

15. Governing Law

The entire provisions of these Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa.  Furthermore, the Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the Western Cape High Court, Cape Town, in regard to all matters arising from these Terms and Conditions.

16. General

16.1.   This document contains the entire agreement between the Parties in regard to the subject matter hereof.

16.2.   No Party shall be bound by or have any claim or right of action arising from any express or implied term, undertaking, representation, warranty, promise or the like not included or recorded in this document whether it induced the contract and/or whether it was negligent or not.

16.3.   No extension of time or waiver or relaxation of any of the provisions or terms of these Terms and Conditions shall operate as an estoppel against a Party in respect of its rights under these Terms and Conditions.

16.4.   It is agreed between the Parties, that notwithstanding the provisions of Section 1 of the Electronic Communications and Transactions Act, 2002, any amendment to these Terms and Conditions shall only be effective if it is reduced to writing on paper and signed by all the Parties.

16.5.   No failure by any Party to enforce any provision of these Terms and Conditions shall constitute a waiver of such provision or affect in any way such Party’s right to require the performance of such provision at any time in the future, nor shall a waiver of a subsequent breach nullify the effectiveness of the provision itself.

16.6.   If any clause or term of these Terms or Conditions should be invalid, unenforceable, defective or illegal for any reason whatsoever, then the remaining provisions of these Terms and Conditions shall be deemed to be severable therefrom and shall continue in full force and effect unless such invalidity, unenforceability, defect or illegality goes to the root of this agreement.