INVENTURE EXPERIENCE TERMS AND CONDITIONS

This is an Agreement between Inventure, duly represented by Julie Robinson (hereinafter referred to as “Inventure”) and the Client, whose details appear on the page 1 of this Agreement, whereby Inventure agrees to provide the Inventure Experience, as more specifically detailed hereunder.

Definitions
Commencement, Duration and Termination
Responsibilities of Inventure
Responsibilities of the Client
Booking and Prices
Refund Policy
Insurance
Intellectual Property
Protection Of Personal Information
Confidentiality
Waivers and Indemnities
Third-Party Suppliers
Accommodation substitution
Force Majeure
General provisions

1. Definitions

In this Agreement, unless the context clearly indicates otherwise, the following words and expressions have the following meanings:

“Agreement” means this document incorporating these terms and conditions, together with any annexures hereto, initialled and signed by the Client;
“Confidential Information” means all information disclosed by either Party that may reasonably be regarded as confidential being information not in the public domain whether such information is oral or written, recorded or stored by electronic magnetic, electro-magnetic or other form or process, or otherwise in a machine readable form, translated from the original form, recompiled, made into a compilation, wholly or partially copied, modified, updated or otherwise altered, originated or obtained by, or coming into the possession, custody, control or knowledge of the other Party whether alone or jointly, including but without being limited to :- session(s) and session notes, telephone conversations and personal correspondence conducted in confidence, technical data, research and development information; and any other materials of whatsoever nature and whatsoever description and which the Party has an interest in being kept confidential;
“Client” means the person whose details, including his/her/their chosen domicilium citandi et executandi, are specified on Page 1 of this Agreement;
“Data Subject” means the person to whom Personal Information relates;
“Day(s)” shall mean calendar days, meaning any weekday including Saturday, Sundays and South African public holidays and shall be reckoned exclusively of the first and inclusively of the last day;
“Intellectual Property” shall mean all patents (including any rights in or to (or any rights in and to), inventions); trademarks, service marks, logos, trade names and business names (including rights in goodwill attached thereto); design rights; rights in or to (or rights in and to) internet domain names and website addresses; copyright (including future copyright); database rights; rights in and to Confidential Information (including trade secrets); and all other intellectual property rights, in each case subsisting at any time in any part of the world (whether registered or unregistered) and any: (a) pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction; and (b) similar or analogous rights to any of these rights in any jurisdiction belonging to Inventure;
“Inventure” means Inventure Co Inc, a personal liability company duly incorporated and registered in accordance with the company laws of South Africa with registration number 2021/704375/21 and having a registered business address 18 Killarney Hills, 10 Street, Killarney, 2193, South Africa, herein represented by Julie Robinson, she being duly authorised thereto;
“Inventure Experience” means a tactile, immersive and sensory expedition for the Client to explore the uncharted spaces within themselves and the ancient Karoo near Graaff-Reinet, with the overarching goal to reconnect with nature and to rediscover his/her/their senses and sense of place, which expedition includes but is not limited to guided walks through the Karoo, creative activities, breathwork, and a one-on-one consultation between the Client and Inventure, and communal and individual experiential learning. The Inventure Experience includes meal catering and accommodation in a private, fully-equipped tented camp, and the logistics in respect of the Inventure Experience are more fully set out in Annexure hereto;
“Person” means a natural or juristic person;
“Personal Information” has the meaning ascribed to in the POPIA.
“POPIA” means the Protection of Personal Information Act 4 of 2013, as amended from time to time, together with any regulations issued from time to time in terms thereof;
“Processing” has the meaning ascribed to in the POPIA;
“Parties” means collectively the Client and Inventure and “Party” means either of them as the context determines;

2. Commencement, Duration and Termination

This Agreement will commence on the earlier of:- (i) the date of signature by the Client of this Agreement; (ii) the date that the Client makes a deposit payment to Inventure in terms of this Agreement; or (iii) the date that the Client makes a booking with Inventure (“Commencement Date”) and continue to be of force and effect until the Client has been delivered to the pre-agreed departure location after completion of the Inventure Experience, or until terminated earlier in terms of the remainder of Clause below.
In the event that Inventure carries out any actions under the Client’s instruction, and/or the Client makes payment to Inventure, then notwithstanding any delay or other failure on the part of the Client to sign this Agreement for whatsoever reason, the Client shall be deemed to have read, understood, and accepted all the terms and conditions herein, which terms and conditions shall be fully binding on the Client.
In the unlikely event of a cancellation of the Inventure Experience by Inventure through no fault of the Client, subject to the Force Majeure provision hereunder, Inventure shall notify the Client in writing thereof, and offer the Client an alternative of a comparable standard subject to availability, or a full refund of the entire payment made by the Client, excluding the 50% non-refundable and non-transferable deposit, within 30 (Thirty) calendar days. Inventure shall have no further liability to the Client.
Inventure shall be entitled to suspend or terminate the provision of any of its obligations if the Client is in breach of any terms of this Agreement.
The Client understands that Inventure may exclude him/her/them from the Inventure Experience and terminate this Agreement summarily in the event that he/she/they fail to abide by all reasonable health and safety protocols, disrupt, impede or interfere with the operations of Inventure, or threaten the health, safety or welfare of any persons, including other participants, and that no refund of any fees will be made in such circumstances.
Without detracting from either Party’s rights in terms of this Agreement, should a Party commit a breach of this Agreement and fail to remedy such breach within 7 (Seven) Days of written notice requiring such breach to be remedied, then the Party giving the notice shall be entitled, at its opinion, either to cancel the Agreement and claim damages, alternatively to claim specific performance of all the defaulting Party’s obligations, together with damages, if any.

3. Responsibilities of Inventure

Inventure shall
1. be committed to fulfilling the scope of the Agreement in pursuance of the Client’s personal growth;
2. use its best endeavours to fully prepare itself in advance for the Inventure Experience, in order to maximise, to the best of its reasonable ability, the outcomes during the Inventure Experience;
3. arrange a one-on-one consultation with the Client prior to the Inventure Experience to create a tailored experience that is most beneficial to the Client’s needs;
4. avail itself prior to the Inventure Experience as may be reasonably necessary to respond to Client queries, provided that Inventure shall not be under any obligation to respond to any email, telephonic or other correspondence received by the Client outside of working hours (09h00 to 16h00 on weekdays) until the next working day;
5. conduct itself at all times in a manner that is supportive, ethical, open, honest, constructive, respectful, and professional.
Inventure welcomes advice and constructive feedback from the Client if the Client is of the sincere belief that such advice will bring more value to the Client’s experience under this Agreement. In pursuance hereof, a review process may be held upon agreement between the Parties, with the intention of assessing the Inventure Experience and making improvements thereto.

4. Responsibilities of the Client

The Client understands and accepts that the effectiveness of the Inventure Experience will depend on the potential, attitude, curiosity, and receptiveness of the Client.
The Client shall:-
1. comply with all of its obligations under this Agreement;
2. attend the Inventure Experience for the full duration thereof, as set out in Annexure 1;
3. conduct itself respectfully and honestly in all correspondence with Inventure;
4. at all times adhere to all reasonable orders, requests, rules or demands of Inventure, any facilitator or the location manager at which the Inventure Experience is held;
5. abide by any safety signage displayed at the location at which the Inventure Experience is held, and comply with all safety protocols issued by Inventure or its third-party suppliers;
6. not take any actions to interfere with Inventure and/or any other participant;
7. be open and willing to receive and to give advice and constructive feedback;
8. be solely responsible for creating and implementing his/her own physical, mental, and emotional wellbeing, decisions, choices, actions, and results arising out of or resulting from the relationship with Inventure.

5. Booking and Prices

All bookings must be made by email to Julie@theinventure.com.
The Client acknowledges that he/she/they will not be entitled to reschedule the booking, nor to attend for less than the full duration of the Inventure Experience as set out in Annexure 1.
The Client’s booking shall be considered a provisional booking until the Client pays the deposit contemplated in clause 5.6.1 hereunder to Inventure. Upon receipt of the deposit by Inventure, the booking shall be deemed to be confirmed.
The applicable price payable by the Client to Inventure in respect of the Inventure Experience is set out in Annexure 1.
Prices quoted are based on transportation costs (where included), accommodation prices, and rates of exchange as at the date captured on the quotation. Inventure will make every effort to ensure that prices remain unchanged, however Inventure reserves the right to adjust prices at time of booking in accordance with increases in transportation costs, accommodation prices and currency fluctuations after the quotation date. Inventure reserves the right to amend and/or increase the value of any quotation, at any time, whether the quotation has been accepted or not, until such time as payment has been received by the Client in full. Any such amendments shall be effected in the event of any adverse currency fluctuations, increases in Government and/or Statutory levies and increases levied by suppliers but not necessarily limited to such events.
Unless otherwise agreed by Inventure in writing, the Client shall make payment of:-
1. a non-refundable, non-transferable deposit of 50% (Fifty Percent) of the price set out in Annexure 1 by the date stipulated in Annexure 1; and
2. the balance owing by the date stipulated in Annexure 1.
The purpose of the deposit, other than payment to third party suppliers to Inventure (who have varied cancellation provisions), is to cover costs and disbursements incurred by Inventure and its service fees and in the event of any cancellation as provided for herein, will be forfeited by the Client.
Provisional bookings shall be automatically cancelled without penalty to Inventure in the event that the Client fails to make timeous payment of the deposit to Inventure.
The price shall be payable by way of electronic funds transfer (EFT) into Inventure’s nominated bank account. Once payment is made, the Client shall provide proof of payment to Inventure by way of email at Julie@theinventure.com.
Inventure reserves the right to terminate this Agreement in instances where payment has not been made in accordance with this Agreement.
All payments to Inventure shall be paid promptly without deferment, free of exchange and without any deduction or set-off of whatsoever nature.
The Client acknowledges and accepts that: (i) all payments made to Inventure shall only be deemed to have been received by Inventure when payment is actually received as cleared funds by Inventure; (ii) payments made directly into Inventure’s bank account shall be at the Client’s risk until confirmed as cleared funds by Inventure; and (iii) unless otherwise specifically directed in writing by an authorised representative of Inventure, no third party is authorised to accept any payment due by the Client on behalf of Inventure.
All prices are exclusive of Value-Added Tax (“VAT”).

6. Refund Policy

In the event that the Client wishes to cancel the Agreement, he/she/they shall provide written notice of such cancellation to Inventure. If such written notice is provided:-

more than 30 (Thirty) calendar days prior to the Start Date of the Inventure Experience as set out in Annexure 1, the Client shall be entitled to a refund calculated as follows:
Refund = (full amount paid by Client)-(deposit)
between 30 (Thirty) to 8 (Eight) calendar days prior to the Start Date of the Inventure Experience as set out in Annexure 1, the Client shall be entitled to a refund calculated as follows:
Refund = 50% x [(full amount paid by Client)-(deposit)]
within 7 (Seven) calendar days prior to the Start Date of the Inventure Experience as set out in Annexure 1, the Client shall be entitled to a refund calculated as follows:
Refund = 15% x [(full amount paid by Client)-(deposit)]

7. Insurance

It is the responsibility of the Client to procure and obtain his/her/their own insurance cover adequate to cover, inter alia, cancellation due to the Client’s illness, personal injury, personal liability and loss of deposit.
Neither Inventure nor its suppliers or agents shall under any circumstance whatsoever be held liable for the Client’s failure to take out adequate insurance cover.

8. Intellectual Property

For the purpose of this clause, “Improvements” means enhancements, developments, adaptations and/or modifications made to the pre-existing Intellectual Property owned by Inventure prior to the commencement date of this Agreement.
Any and all Intellectual Property owned, developed, or acquired by Inventure prior to the Commencement Date shall remain the sole and exclusive property of Inventure and any and all rights of the Client in terms of this Agreement shall be subject to Inventure’s Intellectual Property rights. Unless otherwise specifically authorised in this Agreement or in writing by Inventure and then only to the extent so authorised, the Client shall have no right to use Inventure’s Intellectual Property in any manner.
Any Intellectual Property made, created, or discovered by either Party in the course and scope of this Agreement in connection with or relating to the business of Inventure, or any Improvements to the Intellectual Property of Inventure, shall be deemed to belong, and is hereby irrevocably assigned, to Inventure.
In respect of the Improvements contemplated at clause 8.3 above, the Client hereby undertakes to assist Inventure in taking assignment of and applying for the registration, where relevant, of such inventions, designs, trade marks, copyrighted works, or other intellectual property in the name of Inventure only.
The provisions of this clause shall survive termination of this Agreement.

9. Protection Of Personal Information

For the purposes of this clause, where reference is made to words that are defined in the POPIA, such words shall have the meaning ascribed to them under the that Act.
Inventure acknowledges and undertakes that, to the extent that it shall have access to, and Process, Personal Information of the Client, which may include medical information and/or dietary information disclosed to by the Client, and it shall comply with all the relevant provisions of the POPIA in relation to all Personal Information received.
The Client acknowledges, consents and agrees that Inventure may collect, collate, use, Process, store and/or destroy all Personal Information made available to it during its engagement with Inventure, as well as information identified in terms of the POPIA, to the extent permitted under the POPIA, (i) for identification purposes; (ii) to assist Inventure in identifying the particular needs of the Client to enable Inventure to determine the appropriate activities and catering for the Client; (iii) in pursuance of the purpose of this Agreement generally; and (iv) for the proper rendering of Inventure’s services to the Client. The Client further acknowledges that he/she/they understand the purpose for which the Personal Information is required and for which it will be used.
The Client acknowledges that he/she has the right to object and/or withdraw its consent at any time to the extent not otherwise prohibited by law or required to protect the health and safety of any person(s).
The Client shall fully disclose all relevant:-
- dietary requirements at Annexure 3 of this Agreement; and
- medical information at Annexure 4 of this Agreement.
The Client hereby consents to the disclosure by Inventure of his/her/their:-
- medical information to any medical professionals; and/or
- dietary information to any supplier of Inventure as may be necessary
- as may be necessary for the protection of the health and safety of the Client.
Inventure undertakes to limit the type of information collected to that to which the Client has consented to and/or which may be used to authenticate the Client’s identity for security, administrative, billing, health and safety, and legal purposes.
Inventure agrees to use all reasonable efforts to ensure such Personal Information in its possession is kept confidential, stored in a secure manner, and processed lawfully in terms of the POPIA.
Inventure undertakes not to disclose Personal Information of the Client or any associated person unless it is legally or contractually required to do so.
The Client acknowledges and agrees that Inventure may record, whether by video, photograph, audio, writing and/or any other type of recording, the Client’s likeness and testimonials during the Inventure Experience. The Client shall elect at Annexure 2 whether he/she/they consents to his/her/their likeness and/or testimonials being used in Inventure’s printed publications for promotional purposes, in press releases, on videos, on social media channels, in presentation materials and on Inventure’s website, or in Inventure’s advertising materials.
Should the Client consent to the use of his/her/their image(s) and/or testimonials in terms of clause 9.10 above, the image(s)/ testimonials will remain the property of Inventure, and the Client hereby grants Inventure the absolute non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform, in any traditional or electronic media format, the Client’s likeness and/or testimonials as shown in the photographs/films captured at this time for the purposes given above. No royalty, fee or other consideration shall be payable to the Client in respect hereof. The Client’s personal contact details will at all times remain strictly confidential.
The Client hereby indemnifies and holds Inventure harmless against any loss, claims, costs (including legal costs on an attorney and own client scale) or damage which may be suffered or incurred by the Client in consequence of any breach of any of the above undertakings or of any provisions of the POPIA.

10. Confidentiality

The Parties agree that all correspondence, documents and/or information which may form Confidential Information, including but not limited to communal and individual session(s) and session notes, telephone conversations and personal correspondence conducted in confidence and reasonably regarded as Confidential Information, will not be recorded by Inventure or the Client.
Inventure will exercise proper internal controls over all documentation containing Confidential Information and will not make copies of any Confidential Information except as may be required for the purposes of this Agreement.
Notwithstanding clause 10.1, information will be deemed not to be Confidential Information if it -:
- is or becomes generally available to the public other than as a result of disclosure by Inventure in breach of this clause;
- is or was independently developed by Inventure or on its behalf by persons having no access to such Confidential Information;
- was in Inventure’s possession prior to the Commencement Date of this Agreement;
- is required to be disclosed in terms of any law or under an order of court or under the rules of any stock exchange or other applicable regulatory authority, in which case Inventure will give the Client reasonable written notice thereof as soon as is reasonably practicable.
All Confidential Information will remain confidential, except in the following circumstances:
- if the Client grants express permission for confidentiality to be broken; or
- if the information is of a nature that confidentiality cannot reasonably be maintained, including but not limited to the following circumstances:-
  - in cases of suspected fraud or other crime;
  - when a minor (under 18 years of age) is involved;
The provisions of this clause will survive the termination of this Agreement. Inventure shall retain the Client’s Confidential Information for the duration of the Agreement and thereafter for a reasonable further period of time as required by any law and/or Inventure’s professional indemnity insurers, if any.

11. Waivers and Indemnities

Please note that provisions of the Consumer Protection Act 2008 may have an impact on you with respect to various exclusions of Inventure’s liability under these Terms and Conditions. As such, please take care to familiarize yourself with these Terms and Conditions, in particular, those clauses that are in bold.
You acknowledge and understand that Inventure and its director(s) are not licensed physicians, psychiatrists, clinical psychologists, psycho-therapists or medical practitioners. You understand that the Inventure Experience is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease. The information, techniques, methods, and/or recommendation made by Inventure are not intended to substitute the diagnosis or treatment of mental disorders and care by a qualified physician, or to substitute counselling, psychotherapy, psychoanalysis, mental health care or substance abuse treatment, or to encourage the treatment of illness by persons not recognisably qualified. You acknowledge and understand that you must not make, and must not recommend that any other person(s) make, any adjustments to any prescribed medication without the approval of such qualified physician.
The Client agrees to indemnify and hold Inventure harmless from and against any losses, damage or harm resulting from activities related to the Inventure Experience, or the consequences thereof.
The Client acknowledges that participation in any aspect of the Inventure Experience, especially those which involve physical activity, may expose the Client to certain risks and dangers. Accidents and injuries are always a possibility, and it is impossible to foresee and protect the Client from all conceivable dangers. The Client shall disclose all relevant medical information at Annexure 4.
The Client hereby warrants and undertakes that he/she/they has/have no condition, disability, impairment or illness, and that he/she/they is/are not under any treatment or medication that would make it unsafe for him/her/them to participate in the Inventure Experience.
Under no circumstances shall Inventure, its directors, officers, and employees be liable towards the Client or any other person for any and all claims, demands, liabilities, suits, losses, costs, illness, injury, death, harm or expenses (including attorneys’ fees on an attorney-own client scale) of any kind arising from or in relation to the Client’s participation in the Inventure Experience and/or in terms of this Agreement and the services rendered thereunder, including but not limited to special, indirect or consequential damages. This disclaimer shall apply to the widest extent permissible under law in favour of Inventure. This provision shall survive the termination of this Agreement.
The Client indemnifies Inventure, its directors, officers, and employees and holds them harmless from any and all claims, demands, liabilities, suits, losses, costs, illness, injury, death, harm or expenses (including attorneys’ fees on an attorney-own client scale) of arising from or in relation to the Client’s participation in the Inventure Experience and/or in terms of this Agreement and the services rendered thereunder. This provision shall survive the termination of this Agreement.
The Client agrees and understands and intends that this assumption of risk and release is binding upon him/her/them and his/her/their heirs, executors, agents, administrators and assigns.

12. Third-Party Suppliers

Inventure will under no circumstances be held responsible or liable for any act, error, or omission, or any injury, loss, damage, accident, delay, any additional costs or irregularity which may be occasioned through the negligence, misconduct or breach of any supplier to Inventure.
If in the sole opinion of a supplier to Inventure, the fulfilment of its goods and services is considered impossible, illegal or inadvisable as a result of extreme weather conditions, pandemic, unrest, medical emergencies, accidents, strikes, war governmental declaration, and/or any other adverse factors beyond the Supplier’s control, the Client acknowledges that the said supplier may at any time cancel such service or what remains of it or make alterations to the route, accommodation, price and/or any other aspect thereof as it deems fit, and any losses and expenses resulting from such cancellation or alteration shall be for the sole account of the Client. Inventure shall have no liability towards the Client in this regard.

13. Accommodation substitution

Inventure reserves the right to substitute the selected accommodation at no additional cost to the Client, should it become necessary to do so at Inventure’s discretion.

14. Force Majeure

Inventure accepts no liability for changes, omissions or delays before or during the course of any Inventure Experience occasioned by technical difficulties, weather conditions, strikes, war or unrest, communication breakdowns, medical emergencies, accidents or any events beyond the direct control of the Company. All expenses occasioned by such events, including but not limited to unscheduled extensions or curtailment of accommodation, changes to scheduled flights, additional air fares, telephone and meal costs, and medical expenses, will be for the Client’s account.

15. General provisions

Inventure will always endeavour to use best efforts and skills in pursuance of the Client’s goals and intended outcomes.
The Client hereby warrants and undertakes that all information provided by it to Inventure is true, accurate and complete, and acknowledges and agrees that Inventure shall not be liable for any losses, claims, or damages of any nature arising out of or in relation to a breach by the Client of this warranty.
If any provision or part of a provision of this Agreement is rendered void, illegal or unenforceable in any respect such provision shall be severable and the validity, legality, and enforceability of the remaining provisions of this Agreement shall remain in full force and effect.
Any change to the Inventure Experience during the tenancy of this Agreement, must be in writing and signed by both Parties in order to be of force and effect.
This Agreement is governed by, construed and enforced in accordance with the laws of the Republic of South Africa.
The Client shall be liable for any and all legal costs incurred by Inventure, including, but not limited to collection commission and fees and disbursements (including attorney own client costs) in respect to any claims that Inventure may have against the Client or in the case of any unsuccessful claims by the Client against Inventure.
Should the Client have a concern or complaint regarding the services rendered to it by Inventure, it shall first discuss this with Inventure directly, who will endeavour to the best of its reasonable ability to resolve the issue.
For purposes of this Agreement, including the giving of notices in terms hereof and the serving of legal process, the Client’s address as reflected on page 1 hereof are to be considered their chosen domicilum citandi et executandi.
The Client and Inventure consents to the non-exclusive jurisdiction of the Magistrates Court of South Africa of competent jurisdiction for any proceedings arising out of or in connection with this Agreement.
No indulgence, leniency, or extension of time which Inventure may grant or show to the Client, shall in any way prejudice Inventure’s rights in terms of this Agreement.
This Agreement shall constitute the entire Agreement between the parties. Any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding on either party except to the extent incorporated in this Agreement.
Authority: the persons who sign this Agreement on behalf of the Client warrants that they have the appropriate and necessary authority to do so and to binds the Client to the terms set out herein.