Terms & Conditions.

01 Definitions

In these Terms & Conditions, the following words have the following meanings:

• "Agreement" means these Terms & Conditions together with any booking confirmation, campaign brief, rate card or other document incorporated by reference.
• "Client" means any brand, agency, production company or individual that uses the Platform to discover, enquire about or book Talent.
• "Content" means any text, images, video, audio, data or other material submitted to the Platform by any User.
• "Matchpoint" means Matchpoint Talent Network (Pty) Ltd, the operator of the Platform.
• "Platform" means the website at matchpoint.co.za, associated sub-domains and any mobile applications operated by Matchpoint.
• "Services" means the talent-discovery, matching, booking-facilitation and related services provided through the Platform.
• "Talent" means an individual who has registered on the Platform to offer their skills, likeness or services through Matchpoint.
• "User" means any person who accesses or uses the Platform, including Talent, Clients and visitors.

02 About Matchpoint

Matchpoint is a premium talent-sourcing and production network that connects Clients with Talent across South Africa. Matchpoint provides the Platform as a marketplace and facilitation service and is not a talent agency, employer or labour broker as defined in South African law.

Matchpoint is incorporated in the Republic of South Africa and operates in accordance with South African law, including but not limited to the Consumer Protection Act 68 of 2008 ("CPA"), the Electronic Communications and Transactions Act 25 of 2002 ("ECTA") and the Protection of Personal Information Act 4 of 2013 ("POPIA").

03 Acceptance of terms

By accessing the Platform, creating an account or submitting any form or enquiry, you confirm that you have read, understood and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must immediately cease using the Platform and must not register an account or submit any booking or enquiry.

04 Eligibility

To use the Platform you must:

• Be at least 18 years of age, or 16–17 years of age with the written consent of a parent or legal guardian;
• Have the legal capacity to enter into binding contracts under South African law;
• Not be prohibited from using the Platform under any applicable law; and
• Provide accurate, current and complete information at registration and maintain it as such.

Matchpoint reserves the right to verify eligibility and to refuse access to any person who does not meet these requirements.

05 Registration & accounts

5.1 Account creation

To access certain features of the Platform, you must create an account. You agree to provide truthful, accurate and complete registration information and to keep it updated. You are responsible for all activity that occurs under your account.

5.2 Password and security

You are responsible for maintaining the confidentiality of your login credentials. You must notify Matchpoint immediately at hello@matchpoint.co.za if you suspect any unauthorised use of your account. Matchpoint is not liable for any loss or damage arising from your failure to secure your credentials.

5.3 Account accuracy

Talent profiles must accurately represent the individual's skills, experience, appearance and availability. Misrepresentation may result in immediate account suspension and may give rise to legal liability.

5.4 One account per person

Each individual or entity may maintain only one active Talent or Client account unless expressly authorised by Matchpoint in writing.

06 Talent obligations

As a Talent user, you agree to:

• Provide accurate, current and complete profile information including photographs, rates, availability and skills;
• Respond to booking enquiries and offers promptly and professionally;
• Honour confirmed bookings and notify Matchpoint as soon as possible if you are unable to fulfil a booking;
• Conduct yourself professionally during all engagements booked through the Platform;
• Ensure that you have all necessary rights, licences and clearances in respect of any Content you upload;
• Comply with all applicable South African laws, including tax obligations on income earned through the Platform;
• Not solicit Clients to engage your services outside the Platform to circumvent Matchpoint's fees; and
• Not misrepresent your age, identity, follower counts, reach statistics or any other material information.

07 Client obligations

As a Client, you agree to:

• Provide accurate, detailed and lawful briefs when searching for Talent;
• Treat all Talent with respect and dignity, in compliance with applicable labour and equality legislation;
• Pay all agreed fees on time and in accordance with the applicable booking confirmation;
• Obtain any necessary consents and clearances required for your campaign, production or event;
• Not use Talent's personal information obtained through the Platform for any purpose other than the specific booking;
• Comply with all applicable South African laws, including advertising regulations and the Consumer Protection Act; and
• Not circumvent Matchpoint's fees by engaging Talent directly outside the Platform within 12 months of an introduction made through Matchpoint.

08 Matchpoint's role

Matchpoint provides the Platform as a marketplace that facilitates introductions and bookings between Clients and Talent. Matchpoint is not a party to the underlying service agreement between a Client and Talent and is not responsible for:

• The quality, safety or legality of services provided by Talent;
• The accuracy of Talent profiles or portfolios;
• A Client's satisfaction with a Talent's performance or output;
• Any dispute arising directly between a Client and Talent; or
• Any loss suffered as a result of a Talent's failure to appear or a Client's failure to pay.

Matchpoint will, however, use reasonable endeavours to assist in resolving disputes between Users in accordance with Section 17.

09 Bookings & contracts

9.1 Booking process

A booking is confirmed when Matchpoint issues a written booking confirmation to both the Client and the Talent. No verbal or informal agreement shall constitute a binding booking.

9.2 Separate agreement

Each confirmed booking is governed by the specific terms set out in the booking confirmation, which may include usage rights, exclusivity, delivery timelines and payment terms. In the event of any conflict between the booking confirmation and these Terms, the booking confirmation prevails in respect of that specific booking.

9.3 Usage rights

The usage rights granted to a Client in respect of creative deliverables produced by Talent are those expressly set out in the applicable booking confirmation. No additional rights are implied. Rights are non-transferable unless expressly agreed in writing.

10 Fees & payment

10.1 Platform fee

Matchpoint charges a platform service fee on bookings facilitated through the Platform. The applicable fee percentage is disclosed in your account dashboard and in each booking confirmation.

10.2 Client payments

Clients are invoiced by Matchpoint and must pay within the period stated on the invoice. Late payments may attract interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975. All amounts are quoted in South African Rand (ZAR) and are exclusive of VAT unless stated otherwise.

10.3 Talent payments

Following receipt of cleared funds from the Client, Matchpoint will disburse the Talent's portion within the period specified in the booking confirmation, less the applicable platform fee. Talent is responsible for all applicable taxes on income received through the Platform.

10.4 Disputed invoices

Any dispute regarding an invoice must be raised in writing within 7 days of the invoice date. Failure to raise a dispute within this period constitutes acceptance of the invoice.

11 Cancellations

11.1 Client cancellations

• More than 14 days before the booking: 25% of the agreed fee is payable as a cancellation fee.
• 8–14 days before the booking: 50% of the agreed fee is payable.
• 7 days or fewer before the booking: 100% of the agreed fee is payable.

11.2 Talent cancellations

Talent who cancels a confirmed booking must notify Matchpoint immediately. Repeated cancellations may result in suspension or removal from the Platform. Matchpoint reserves the right to charge Talent for any direct losses suffered by a Client resulting from a Talent cancellation.

11.3 Force majeure

Neither party shall be in breach of these Terms for any failure or delay caused by circumstances beyond their reasonable control, including but not limited to acts of God, pandemic, government restriction, civil unrest or natural disaster. The affected party must notify the other as soon as possible and parties will negotiate in good faith to reschedule or otherwise resolve the booking.

12 Intellectual property

12.1 Platform IP

All intellectual property rights in and to the Platform — including the Matchpoint name, logo, design, software, code, databases and curated content — are owned by or licensed to Matchpoint. Nothing in these Terms grants you any rights in Matchpoint's intellectual property beyond the limited right to use the Platform for its intended purpose.

12.2 Your content

You retain ownership of Content you upload to the Platform. By uploading Content, you grant Matchpoint a non-exclusive, worldwide, royalty-free licence to use, display, reproduce and promote that Content for the purpose of operating and marketing the Platform, including displaying your profile to prospective Clients.

12.3 Restrictions

You must not copy, scrape, reverse-engineer, decompile or create derivative works based on any part of the Platform without Matchpoint's prior written consent.

13 Prohibited conduct

You agree not to use the Platform to:

• Post false, misleading or fraudulent information;
• Harass, discriminate against or threaten any other User;
• Upload Content that infringes the intellectual property rights of any third party;
• Upload Content that is defamatory, obscene, illegal or hateful under South African law;
• Engage in any form of spam, phishing or unauthorised marketing;
• Attempt to gain unauthorised access to any part of the Platform or another User's account;
• Use automated tools (bots, crawlers, scrapers) to access or extract data from the Platform;
• Circumvent any fees, payment systems or security measures of the Platform; or
• Facilitate, assist or encourage any of the above.

Matchpoint reserves the right to remove any Content and to suspend or terminate any account that violates these prohibitions, without notice and without liability.

14 Limitation of liability

To the fullest extent permitted by South African law (including the Consumer Protection Act where applicable):

• Matchpoint's total aggregate liability to any User arising from or in connection with these Terms or the Platform shall not exceed the total fees paid by that User to Matchpoint in the 12-month period immediately preceding the event giving rise to the claim;
• Matchpoint shall not be liable for any indirect, incidental, special, consequential or punitive loss, including loss of profits, loss of data or loss of goodwill; and
• The Platform is provided "as is" and Matchpoint makes no warranties as to its availability, accuracy or fitness for any particular purpose beyond those implied by law.

Nothing in these Terms limits Matchpoint's liability for fraud, gross negligence or wilful misconduct, or for death or personal injury caused by Matchpoint's negligence, or for any other liability that cannot be excluded by law.

15 Indemnity

You agree to indemnify and hold harmless Matchpoint, its directors, employees and agents from and against any claims, damages, losses, costs and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms;
• Your misuse of the Platform;
• Any Content you upload or information you provide on the Platform;
• Your breach of any applicable law or third-party right; or
• Any dispute between you and another User.

16 Termination

16.1 By Matchpoint

Matchpoint may suspend or terminate your account and access to the Platform at any time, with or without notice, if you breach these Terms, engage in conduct harmful to other Users, or if Matchpoint discontinues the Platform or any part of it.

16.2 By you

You may close your account at any time by contacting hello@matchpoint.co.za. Closing your account does not affect any outstanding bookings, payment obligations or legal proceedings.

16.3 Effect of termination

On termination, your right to use the Platform ceases. Provisions of these Terms that by their nature should survive termination (including Sections 12, 14, 15 and 17) will continue to apply.

17 Dispute resolution

17.1 Good faith negotiation

In the event of any dispute arising out of or in connection with these Terms or any booking, the parties agree to first attempt to resolve the dispute in good faith by notifying Matchpoint in writing and engaging in direct negotiation for a period of not less than 20 business days.

17.2 Mediation

If negotiation fails, the parties agree to submit the dispute to mediation under the rules of the Arbitration Foundation of Southern Africa ("AFSA") before resorting to litigation.

17.3 Governing law & jurisdiction

These Terms are governed by the laws of the Republic of South Africa. Subject to clauses 17.1 and 17.2, the parties submit to the non-exclusive jurisdiction of the Western Cape Division of the High Court of South Africa.

17.4 Consumer Protection Act

Nothing in these Terms limits any rights you may have as a consumer under the Consumer Protection Act 68 of 2008, including the right to approach the National Consumer Commission or a Consumer Court.

18 General

18.1 Entire agreement

These Terms, together with the Privacy Policy and any applicable booking confirmation, constitute the entire agreement between you and Matchpoint in relation to the Platform and supersede all prior agreements and understandings.

18.2 Amendments

Matchpoint may amend these Terms at any time by posting the revised version on the Platform and updating the "Last updated" date. Your continued use of the Platform following the posting of amended Terms constitutes your acceptance. If changes are material, we will provide reasonable notice.

18.3 Severability

If any provision of these Terms is found to be unlawful, void or unenforceable, that provision shall be severed without affecting the validity and enforceability of the remaining provisions.

18.4 No waiver

Matchpoint's failure to enforce any provision of these Terms shall not constitute a waiver of its right to do so in the future.

18.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without Matchpoint's prior written consent. Matchpoint may assign its rights and obligations to an affiliate or in connection with a merger, acquisition or sale of assets.

18.6 Electronic communications

In accordance with ECTA, communications sent via email or through the Platform constitute valid written communications and may constitute legal notices where required under these Terms.

19 Contact us

For any questions regarding these Terms & Conditions, please contact us: