SayPro Miscellaneous Provisions

· These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England and the parties agree to submit to the jurisdiction of the courts of England and Wales.· If any portion of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these Terms shall not be affected.· These terms and conditions supersede all prior representations undertakings and agreements between the Advertiser and the Company relating to the booking of Advertising Space and sets forth the entire agreement and understanding between the Advertiser and the Company.Breach of ContractExistence of a Valid Contract – There must be proof that one party made an offer, the other party accepted the offer, and consideration was given, meaning each party gave and received something in return.Breach of the Contract’s Terms – Breaches that subtract value from the non-breaching party may be grounds for a lawsuit. Some breaches are minor, and would not hold up in court, whereas others such as material breaches are more serious and could result in a lawsuit.Damages for Breach of Contract – Once a plaintiff proves that the defendant harmed them by breach of contract, the court may award damages to cover expenses, lost money, and lost time. Depending on the circumstances, punitive damages may also be awarded to the plaintiff as punishment to the defendant.Defenses to Breach of ContractThere are several defense theories one may use in order to avoid liability:The Contract Is Not in Writing – Though oral contracts are acceptable, there are some that must be in writing according to the statute of frauds, including:· Sale of land;· Sale of goods over $500;· Contracts exceeding a person’s life;· Promises to pay someone else’s debt; and Agreements that cannot be completed within one year as required by the terms and conditions within the contract.The Contract Is Not the Intended Agreement – If the agreement is not what was originally intended, the breaching party may avoid liability if they can show that other arrangements were made outside of the contract and that they changed the original intention.One Party Was/Is a Minor – If an individual was not of majority age, then breach of contract can occur without consequence.Mental Capacity – States differ on how mental capacity is determined, but generally, intoxicated individuals, minors, and those lacking the ability to understand or control their behaviors are viewed as unsuitable parties in the formation of a valid contract.Duress or Undue Influence – If a person is under extreme pressure or intimidation to sign a contract, the court may rule in favor of the breaching party.There Is a Mistake in Creating the Contract – If both parties (bilateral) made a mistake in the creation of the contract, it may be void. If only one party (unilateral) was mistaken, liability is possible.The Contract Is Unconscionable – If no reasonable person would enter the agreement due to the excessive amount of unfairness within, the court may say the contract is unconscionable, and release a person from their breach liability. Unconscionable also involves· Physical duress· Duress of goods· Economic duress· Undue influenceUnconscionable bargaining power – One party did not understand the consequences of the agreement.Take it or leave it clause – Unenforceable if one party agreed only because the other party refused to follow through unless both would agree to a provision within the contract.Risk shifting provisions – If all the risk is unfairly placed upon one party, this type of provision may release him from liability.Limiting remedies – Limits on remedies are usually valid, unless the court views them as unfair.Impossibility – The contract has become impossible for one party to perform. There are varying degrees, which will not always void a contract.Objective impossibility – The promised performance is absolutely and physically impossible to perform. For example, a new law went into effect that makes the promise illegal to perform.Subjective Impossibility – Similar to impracticability, it is nearly impossible to perform the promise, but not absolutely impossible. For example, an individual is unable to get a loan for something she promised to pay down, therefore she is in breach of contract. It may be impossible for her, but not for someone else.ADVANTAGES OF SOLE PROPRIETORSHIPMany aspects of sole proprietorship are attractive to entrepreneurs. Primary reasons why small business owners choose to operate in this fashion include:Sole proprietors enjoy a great deal of independence and autonomy. The sole proprietor makes all the decisions. As a sole proprietor, you alone can decide what to sell and how to sell it, when to expand and when to pull back, when to look for financing, when to buy new equipment, when and how long to work, and when to take the day off. In some instances, sole proprietorships can benefit enormously as a result of this streamlined management structure. An entrepreneur who keeps abreast of business trends, community events, and other factors that can impact on a company’s fortunes may, in some cases, be able to adjust to changing business realities far more quickly than a partnership or corporation, where multiple owners and/or managers need to reach agreement on appropriate responses to changes in their business environment.Figuring taxes is fairly straightforward. Unlike other business types, sole proprietorships do not have to file separate income tax returns. In addition, FICA (Federal Insurance Contributions Act) taxes for such businesses are less than they are for partnerships or other legal operating forms.Accounting is a relatively simple affair, although small business experts encourage the owners of even the most modest business ventures to establish separate bank accounts and record keeping practices for their enterprise.Business operations, too, are generally simpler in a sole proprietorship. Other forms of business often have to contend with more cumbersome or time-consuming regulatory requirements in conducting or reporting on their operations.Start-up costs are often modest. This is due in part to the fact that entrepreneurs who intend to establish sole proprietorships do not need to secure the services of an attorney to prepare documents required by state or federal agencies, since none are needed.Business losses can be used to offset other income on personal tax returns. Conversely, business profits do not have to be shared with any other owners.Sole proprietors are not forbidden from securing and building a work force. Indeed, many businesses that qualify as sole proprietorships (delicatessens, landscaping firms, canoe liveries, flower shops, etc.) have employees.DISADVANTAGES OF SOLE PROPRIETORSHIPWhile business owners who choose sole proprietorship understandably enjoy their autonomy and their freedom from the paperwork that can be considerable in other, more complicated, business types, they still need to consider the following drawbacks in the areas of liability and business financing."In a sole proprietorship," warned Jocelyn West Brittin in Selecting the Legal Structure for Your Business, "the business and the owner are one and the same. There is no separate legal entity and thus no separate legal ‘person.’ This means that as a sole proprietor you will have unlimited personal responsibility for your business’s liabilities. For example, if your business cannot pay for its supplies, the suppliers can sue you individually. The business creditors can go against both the business’s assets, including your bank account, car or house’¦. The reverse is also true; i.e., your personal creditors can make claims against your business’s assets." She does note that some states offer sole proprietors protection of their personal assets from business risks through legal designations that involve the owner’s spouse and/or children, but such arrangements are complex, and should not be entered into without first consulting with an attorney. Business owners can also elect to purchase liability insurance for protection from lawsuits and other threats. In addition to general liability insurance, producers or sellers of goods may also want to consider securing product liability insurance. The cost of such insurance varies considerably depending on the type of business under consideration.Raising capital for a sole proprietorship can be quite difficult as well (though many businesses that operate as sole proprietorships are of modest size and thus are not impacted by this reality). Many lenders are reluctant to provide financing to owners of sole proprietorships—in large part because of fears about their ability to recover the funds should the owner die or become disabled—and even those who make such loans require borrowers to provide personal guaranties on the loan. Sole proprietors who consent to such arrangements are in effect pledging their personal assets as collateral on the loan. Small business advisors counsel clients who are considering these stipulations to proceed cautiously. If a potential lender is taking extra measures to protect itself from default, it may be an indication that the prospective borrower’s business plan is viewed—legitimately, perhaps—as flawed or risky. In addition, even well-conceived businesses sometimes fail as a result of circumstances beyond the owner’s control. An entrepreneur might, for example, establish a store that is enormously successful for its first few years of operation, only to see it suffer a dramatic downturn in performance with the arrival in town of a much larger competitor that provides its customers with a wider variety of services and goods. Banks and other lending institutions are aware that such scenarios occur, and they plan accordingly.Please visit our website at www.saypro.online Email: info@saypro.online Email: info@saypro.online Call: + 27 11 071 1903 WhatsApp: + 27 84 313 7407. Comment below for any questions and feedback. 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