Branding Terms and Conditions for Promo Lingo South Africa

1. Introduction

Promo Lingo, a South African company based in Bryanston, specializes in providing branded merchandise and promotional products, operating through its online platform accessible at https://promo-lingo.com . With the guiding principle, "Let your brand do the talking," Promo Lingo focuses on assisting businesses in amplifying their brand identity through a diverse range of customizable items . The company offers various services to support this goal, including artwork rework services and guidance on the branded order process . While Promo Lingo has established general Terms of Service governing the use of its website and the purchase of its products , the specific nature of branding services necessitates a more detailed and focused set of terms and conditions. These Branding Terms and Conditions are designed to clearly define the contractual relationship between Promo Lingo and its clients concerning the provision of branding services. They aim to delineate the rights and responsibilities of both parties, particularly with regard to intellectual property, usage rights associated with the created branding materials, and the limitations of the services offered. By establishing these clear parameters, the intention is to mitigate potential legal risks and ensure a mutual understanding of the terms under which Promo Lingo delivers its branding expertise.

2. Definitions

To ensure clarity and avoid ambiguity throughout these Branding Terms and Conditions, the following terms shall have the meanings ascribed to them below:

• "Branding Materials" shall refer to all logos, designs, slogans, artwork, and any other creative elements specifically developed or provided by Promo Lingo to the Client as part of the Services. This includes, but is not limited to, initial concepts, drafts, and final versions of the branded materials intended for use on promotional products or other applications. The blog section of Promo Lingo's website, "Brand Amplified," discusses various branding techniques and styles applicable to promotional products, highlighting the diverse nature of potential Branding Materials.
• "Client Content" shall mean any pre-existing branding elements, logos, trademarks, trade names, slogans, guidelines, or other intellectual property owned or licensed by the Client and provided to Promo Lingo for use in the provision of the Services. It is understood that the Client is responsible for ensuring they have the necessary rights to use and provide such content to Promo Lingo.
• "Services" shall encompass the specific branding services offered by Promo Lingo to the Client, which may include, but are not limited to, logo adaptation, design creation, artwork preparation for application on merchandise, and consultation related to branding style and techniques for promotional products. The precise scope of the Services to be provided will be detailed in a separate quotation or agreement between Promo Lingo and the Client.
• "Intellectual Property Rights" shall mean all forms of intellectual property rights, including but not limited to copyrights, trademarks, design rights (registered or unregistered), patents, trade secrets, know-how, and any applications or rights to apply for registration of any of the foregoing, as they may exist anywhere in the world. Snippets from external sources emphasize the importance of clearly defining ownership of intellectual property in service agreements.
• "Usage Rights" shall refer to the permissions granted by Promo Lingo to the Client, outlining the specific ways in which the Client is authorized to use the Branding Materials. These rights may specify the media, territory, duration, and purpose of the permitted use. Understanding usage rights is crucial for both legal compliance and maintaining brand reputation, as highlighted in various external resources.

To further clarify these key terms, the following table is provided:

Table 1: Definition of Key Branding Terms

3. Intellectual Property Rights

A fundamental aspect of branding services concerns the ownership and rights associated with the creative work produced. Unless explicitly stated otherwise in a separate written agreement, upon Promo Lingo's receipt of full payment for the Services, the Client shall typically own the final Branding Materials specifically created for them as part of the agreed-upon Services. This transfer of ownership pertains to the unique and original creative output developed by Promo Lingo for the Client's specific branding needs. However, it is important to clarify that Promo Lingo retains ownership of any underlying intellectual property, methodologies, tools, software, or pre-existing design elements that may have been utilized in the creation process but were not specifically created for the Client as part of the Services. For instance, Promo Lingo may employ certain design templates or software in its workflow, and the rights to these remain with Promo Lingo.

Regarding any Client Content provided to Promo Lingo, it is unequivocally acknowledged that the Client retains full and exclusive ownership of their pre-existing logos, trademarks, and other intellectual property. Promo Lingo's use of Client Content is solely for the purpose of providing the agreed-upon Services, and nothing in these terms shall be construed as a transfer of ownership or any rights in the Client Content to Promo Lingo.

Upon the completion of the project and subject to the Client's full payment of all fees and charges, Promo Lingo hereby agrees to assign to the Client all relevant intellectual property rights in the final Branding Materials specifically created for the Client as part of the Services. This assignment ensures that the Client has the necessary rights to use and exploit the Branding Materials for their business purposes, within the scope of the granted Usage Rights.

Furthermore, it is advisable for the Client to warrant that they possess the full right, power, and authority to use their Client Content and to provide it to Promo Lingo for the purposes of the Services. The Client agrees to indemnify and hold Promo Lingo harmless from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including legal fees) arising out of or relating to any third-party claim that the Client Content infringes upon the intellectual property rights of any third party. This provision underscores the Client's responsibility for the legality and ownership of the branding elements they provide.

4. Usage Rights and Restrictions

Defining how the Client is permitted to utilize the Branding Materials is crucial for establishing the scope of the agreement. Upon full payment for the Services, Promo Lingo grants the Client a non-exclusive, perpetual, and worldwide license to use the final Branding Materials for the purposes of branding and promoting their business. This typically includes the right to use the Branding Materials on their website, social media platforms, marketing materials (both online and offline), and on the merchandise and promotional products supplied by Promo Lingo. Unless explicitly agreed upon in writing, the usage rights granted are generally non-exclusive, meaning Promo Lingo may use similar design elements or offer similar services to other clients. The specific scope of permitted uses may be further detailed in the individual project agreement or quotation.

While the Client is granted broad rights to use the Branding Materials for their business promotion, certain restrictions apply. The Client is expressly prohibited from reselling, sub-licensing, or distributing the Branding Materials as standalone products or allowing third parties to use them in a manner that competes with Promo Lingo's business. Additionally, the Branding Materials should not be used in any way that could be deemed harmful to Promo Lingo's reputation or brand image. Any usage of the Branding Materials beyond the explicitly permitted uses requires the prior written consent of Promo Lingo.

It is also common practice for Promo Lingo to retain the right to showcase the completed Branding Materials in its portfolio, including on its website and in promotional materials, for the purpose of demonstrating its work and capabilities. However, Promo Lingo will typically seek the Client's consent before publicly displaying the Branding Materials, respecting the Client's potential need for confidentiality or a phased rollout of their new branding. This practice allows Promo Lingo to promote its services while acknowledging the ownership and brand identity of its clients.

5. Service Limitations and Disclaimers

While Promo Lingo is committed to providing high-quality branding services that align with the Client's objectives, it is important to acknowledge certain inherent limitations. The provision of "branding solutions"involves creative and strategic input, but Promo Lingo cannot guarantee specific business outcomes, such as increased sales, market share, or brand recognition, as these are influenced by numerous factors beyond the scope of the branding services provided. The effectiveness of branding is subject to market conditions, consumer behavior, and the Client's overall business strategy and execution.

Promo Lingo's ability to deliver effective branding services is also reliant on the accuracy and completeness of the information provided by the Client. While Promo Lingo may offer guidance and expertise, the ultimate direction and approval of the branding elements rest with the Client. Therefore, Promo Lingo shall not be held responsible for any dissatisfaction or issues arising from inaccuracies or omissions in the information supplied by the Client or from changes in the Client's preferences or business strategy after the commencement of the Services.

To the maximum extent permitted by the laws of South Africa, Promo Lingo's liability for any claims arising out of or in connection with the provision of branding services shall be limited to the total amount of fees paid by the Client to Promo Lingo for the specific Services in question. Promo Lingo shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data, even if Promo Lingo has been advised of the possibility of such damages.

The branding services provided by Promo Lingo are offered on an "as is" and "as available" basis, without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement, except as expressly stated in these Branding Terms and Conditions or in a separate written agreement. This disclaimer ensures that the Client understands the scope of Promo Lingo's responsibilities and the inherent uncertainties associated with branding outcomes.

6. Payment Terms

The pricing for Promo Lingo's branding services is typically customized based on the specific requirements and scope of each project, as initiated through the "Get A Quote" form on the website  The final agreed-upon price will be outlined in a quotation or separate agreement provided to the Client by Promo Lingo. It is important to note that unless explicitly stated otherwise in a written quotation, all prices are subject to change at Promo Lingo's discretion.

The payment schedule for branding services will be detailed in the project quotation or agreement. Typically, it may involve an upfront deposit to commence the work, followed by milestone payments upon completion of specific stages of the project, and a final payment upon delivery and approval of the final Branding Materials. The specific percentages and timing of these payments will be clearly communicated to the Client.

Promo Lingo accepts various forms of payment, which will be specified in the invoice or payment instructions provided to the Client. These may include electronic funds transfer, credit card payments, or other mutually agreed-upon methods.

In the event of late payment, Promo Lingo reserves the right to charge interest on the outstanding amount at a rate permitted by applicable South African law. Additionally, Promo Lingo may suspend or terminate the provision of Services if payments are not received according to the agreed-upon schedule. Any costs incurred by Promo Lingo in the collection of overdue payments shall be the responsibility of the Client.

Unless otherwise stated in the quotation or agreement, all prices quoted are exclusive of Value Added Tax (VAT) or any other applicable taxes, which will be added to the invoice at the prevailing rate. The Client is responsible for the payment of all such taxes.

7. Order Process and Acceptance

Clients interested in engaging Promo Lingo for branding services typically initiate the process by submitting a request for a quote through the designated form on the Promo Lingo website  This allows the Client to outline their specific branding needs and requirements.

Upon receiving a quote request, Promo Lingo will review the details and provide the Client with a proposal outlining the scope of Services, estimated timelines, and the associated fees. This proposal constitutes an offer from Promo Lingo to provide the specified branding services under the terms and conditions outlined therein and in these Branding Terms and Conditions.

The Client may accept the proposal by providing a written confirmation to Promo Lingo, which may be in the form of a signed agreement, an email confirmation, or through any other method clearly indicating their acceptance of the terms. Upon receipt of the Client's acceptance, a binding agreement for the provision of branding services shall be formed between Promo Lingo and the Client.

The commencement of the branding services will typically occur after the agreement has been finalized and any required upfront deposit has been received by Promo Lingo, as specified in the quotation or agreement. Promo Lingo will then proceed with the agreed-upon Services, keeping the Client informed of the progress as necessary.

8. Termination Clause

The agreement for branding services may be terminated by either party under certain circumstances. The Client may terminate the agreement by providing written notice to Promo Lingo, subject to any notice period specified in the separate project agreement. In the absence of a specific notice period, a reasonable notice period, typically thirty (30) days, shall apply.

Promo Lingo reserves the right to terminate the agreement with immediate effect by providing written notice to the Client if the Client commits a material breach of these Branding Terms and Conditions or the separate project agreement, including but not limited to failure to make payments in accordance with the agreed-upon schedule or infringement of Promo Lingo's intellectual property rights. Promo Lingo may also terminate the agreement if it reasonably believes that the Client's actions may harm Promo Lingo's reputation or business.

Upon termination of the agreement by the Client without cause, the Client shall be liable for payment for all Services rendered and expenses incurred by Promo Lingo up to the date of termination. If the termination is due to a material breach by Promo Lingo, the Client shall be entitled to a refund of any fees paid for Services that were not performed.

In the event of termination by either party, any Branding Materials completed up to the date of termination shall be transferred to the Client, subject to the Client's full payment of all outstanding fees and charges. Both parties shall return any confidential information belonging to the other party. The provisions relating to intellectual property rights, usage restrictions, limitations of liability, governing law, and dispute resolution shall survive the termination of the agreement.

9. Governing Law and Dispute Resolution

These Branding Terms and Conditions and any separate agreement entered into for the provision of branding services shall be governed by and construed in accordance with the laws of the Republic of South Africa

Any dispute, controversy, or claim arising out of or relating to these Branding Terms and Conditions or the breach, termination, or validity thereof shall be initially attempted to be resolved through amicable negotiation between the parties. If the parties are unable to resolve the dispute through negotiation within a reasonable period, they may then proceed to seek resolution through other means, such as mediation or arbitration, in accordance with the laws of South Africa. The specific method of dispute resolution may be further outlined in the separate project agreement.

In the event that a dispute cannot be resolved through negotiation, mediation, or arbitration, the parties irrevocably agree that the courts of South Africa shall have exclusive jurisdiction to settle any such dispute or claim.

10. Modifications to These Terms and Conditions

Promo Lingo reserves the right to modify or amend these Branding Terms and Conditions at any time without prior notice . Any changes to these terms will be posted on the Promo Lingo website at https://promo-lingo.com/pages/terms-of-service, and the date of the latest revision will be indicated accordingly.

It is the Client's responsibility to review these Branding Terms and Conditions periodically for any updates or changes. By continuing to engage Promo Lingo for branding services after any modifications have been posted, the Client signifies their acceptance of the revised terms. In the event of material changes that may significantly affect the Client's rights or obligations, Promo Lingo may, at its discretion, provide additional notification to existing clients, such as via email.

11. Contact Information

For any questions, concerns, or inquiries regarding these Branding Terms and Conditions, please contact Promo Lingo at the following:

Promo Lingo (Pty) Ltd

10 Nottingham Forest, Bryanston, Gauteng, 2191, South Africa

Phone: +27 63 542 7521

Email: hello@promo-lingo.com

Company Registration Number: 2025 / 203343 / 07

Conclusion

These Branding Terms and Conditions serve to establish a clear and legally sound framework for the provision of branding services by Promo Lingo to its clients. By outlining the definitions of key terms, the ownership and usage rights of intellectual property, the limitations of services, payment terms, order processes, termination clauses, governing law, and procedures for modifications, both Promo Lingo and its clients can have a comprehensive understanding of their respective rights and responsibilities. This clarity is essential for fostering a positive and productive working relationship, ensuring that branding projects are executed smoothly and to the mutual satisfaction of all parties involved. It is recommended that clients carefully review these terms before engaging Promo Lingo for any branding services.