- Definitions and Interpretation
- Merchant Eligibility
- Service Fee Payments and Receipt of Sales Proceeds
- Commencement & Duration
- The Services
- Your Feed Content
- Parity with the Merchant’s Sales Channels
- Fees & Other Charges
- Shipping by PriceCheck
- Customer Service
- Relationship with Parties
- Your Information
- Security & Risks
- Changes to this Agreement and / or the Services
- Intellectual Property Rights
- Reservation of Rights
- Compliance with laws
- Prohibited Content
- Use of PriceCheck Transaction Information
- Suggestions and Other Information
- Breach & Consequences thereof
- Suspension & Termination
- Additional Representation
- Your indemnification of PriceCheck
- Our optional 'QikCart' mobi site service
- Complaints, Error reporting, & Disputes
- Addresses for Notices
- PriceCheck Corporate Information
- PriceCheck Marketplace Fee Schedule
www.pricecheck.co.za ("our Site") as well as m.pricecheck.co.za and touch.pricecheck.co.za ("our Mobi Sites") (each hereinafter referred to as "our Site") are price comparison and marketplaces sites owned and operated by PriceCheck (Pty) Ltd, registration number: 2007/013797/07 (hereinafter referred to as "PriceCheck", "us", "our", or "we"). Our Site enables all users thereof ("Users") to search for, compare and purchase the products and/or services of third parties who have registered with us for this purpose "you" or "your" as the context may indicate).
Definitions and Interpretation:
In this Agreement, unless the context indicates a contrary intention –
"Commission Fee" means the applicable percentage of the Sales Proceeds from the Merchant Transaction through our Site specified on the PriceCheck Marketplace Fee Schedule (clause 35) at the time of Merchant Transaction, based on the categorization by PriceCheck of the type of product that is the subject of Merchant Transaction; provided, however, that Sales Proceeds shall not include any shipping charges.;
"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you have attempted to make available through our Site but that we do not honour or support (but only until such time as we honour or support the same);
"Merchant Materials" means all Technology, Seller Trademarks, Content, Merchant Product information, data, materials, and other items provided or made available by the Merchant or their Affiliates to PriceCheck or its Affiliates;
"Merchant Product" means any product that is made available for listing for sale, offered for sale, or sold by the Merchant through the PriceCheck Marketplace;
"Merchant Transaction" means any sale of Merchants Product(s) through our Site or related promotion sites;
"Order Information" means, with respect to any of the Merchant’s Products sold through our Site, the order information and if necessary the shipping information that we provide or make available to the Merchant;
"Pay-Per-Click" or "PPC" means the price comparison service offered by PriceCheck. It is limited to displaying your Product listings on our Sites (where relevant to a User's search request), and directing Users to your Merchant Site (and/or QikCart mobi site) via the link incorporated within your Product listing;
"Purchase Price" means the total amount payable or paid for a Merchant’s Product, including any Taxes and shipping charges;
"PriceCheck Marketplace" means the platform offered by PriceCheck enabling Merchants to sell their Merchant Products direct to Users;
"PriceCheck Transaction Information" means, collectively, Order Information, and any other data or information acquired by the Merchant or their Affiliates from PriceCheck or its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated hereby or the parties' performance hereunder;
"Release Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers;
"Sales Channels" means any website operated by or on the Merchant’s behalf that is primarily branded the same as any 'merchant shop’ on our Site and any successor or replacement of any of the foregoing;
"Sales Proceeds" means the gross sales proceeds from any of your transactions, including all shipping and other charges with respect thereto, including taxes and customs duties only to the extent applicable;
"Shipping by PriceCheck" means the Service offered by PriceCheck to deliver Merchant Products to Users.
In order to use any of the Services and become a Merchant, you must lawfully market and/or sell your own products and/or services ("Products"), targeting the South African market, via a website and/or mobi-site ("Merchant Site") and/or bricks and mortar store ("Merchant Shop") which you own and operate. You have complete right, title and authority to deal in and offer for sale such items.
In order to use any of the Services you must register for a Merchant account ("Merchant Account") which enables you to access the Merchant platform within our Site ("Merchant Platform") via which you can access the Services. As part of the application, you must provide us with the following Merchant details - legal name, address, phone number and e-mail address.
Note that we are not obliged to accept your registration application and reserve the right not to enter into this Agreement with you as we may reasonably deem fit. (Reasons for any such refusal could include for example that you have previously been suspended from our Services or you pose an unacceptable level of risk for PriceCheck.)
Service Fee Payments and Receipt of Sales Proceeds:
Unless this Agreement provides otherwise, you are responsible for all expenses incurred in connection with the Services.
You must furnish valid bank details of a South African bank account in your name, supported by our standard functionality and enabled for your account ("Merchant Bank Account").
You shall use only an authorised name in connection with the Service and shall update all of the preceding information as necessary to ensure that it remains accurate and complete.
You hereby authorise us to verify all your information and shall provide us with written confirmation of such authorisation. You further authorise us to obtain credit reports on your account from time to time, invoice it and if possible, debit your bank account where necessary.
In PriceCheck’s discretion, all payments to you shall be remitted to the Merchant Bank Account. For any amounts owed by the Merchant to us, we may -
set off any amounts payable by you to us against any payments we may make to you; invoice you for amounts due to us under this Agreement, in which case you shall pay the invoiced amounts upon receipt; reverse any credits to the Merchant Bank Account, or; seek such payment or reimbursement from you by any other lawful means. In the case of erroneous or duplicate transactions, we reserve the right to deduct the amount paid erroneously from future payments owed to you or use other lawful means to seek reimbursement.
If your actions and/or performance in connection with this Agreement may result in User disputes, chargebacks or other claims, we may solely delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of 90 (ninety) days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Services.
As a security measure, we may impose transaction limits on some or all Users and Merchants relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We shall not be liable to you in the following instances: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a User to withdraw from a transaction because our Site or the Services are unavailable following the commencement of a transaction.
PriceCheck’s receipt of the Sale of Products on your behalf shall satisfy the obligations owed to you by Users for their Merchant Transactions. Upon payment of the Sales Proceeds a notification indicating that payment has been made shall be furnished to Users. Our obligation to remit funds collected by us on the Merchant's behalf is limited to funds that we have actually received and that are not subject to chargeback or reversal.
Commencement & Duration
This Agreement will commence upon our acceptance of your registration application and will endure indefinitely, subject to termination in accordance with the provisions of this Agreement.
You acknowledge that you will remain bound by this Agreement (as may be amended from time to time in terms of clause 15 below) for as long as you use any of the Services. This Agreement will terminate automatically and simultaneously with the termination for any reason of the Services provided to you by us.
The expiration or termination of this Agreement shall not affect such of the provisions of the Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. In particular, but without limiting the generality of the aforegoing, clauses 16, 26.3, 27, 29 and 30 to 33 will survive any termination of this Agreement.
Inclusion of your Feed in our Sites: You will supply us with details of all the Products marketed or offered for sale by you on your Merchant Site and/or Merchant Shop via an xml feed having the specification determined by us from time to time ("Feed"). Such Feed must either be dynamically generated (typical of a normal server-side script) or if static, be generated on a daily basis. The Feed will be included in all our Sites, within the existing listing categories on, and existing site structure of, our Sites. We will host and maintain the Feed API at our cost as part of our Site. We specifically disclaim any warranty regarding the rank, location and prominence of any of your Product listings anywhere on any of our Sites. We reserve the right to determine whether and where your Product listings will be displayed in response to any given search, and we do not guarantee any specific placement on our Sites. We reserve the right to remove any Product listing (or any part thereof) at any time, on reasonable grounds, for any breach of this Agreement or infringement of any third party rights.
*Links to your Merchant Site using the PPC Service: Should a User click on any Product listing within the Feed, the listing will include a hyperlink to the relevant page on your Merchant Site for such Product. From our Site, Users will be redirected to your website and from our Mobi-Site, Users will be redirected to your mobi-site. If you do not have a mobi-site, we will redirect our Mobi Site Users to your normal website. You are responsible for maintaining such hyperlinks and creating and maintaining the contents of the Feed and for ensuring that it is at all times up to date.
*Premium Listings and Ads: You may from time to time, for an additional fee, be able to purchase 'featured offer' advertising space on our Site for one or more of your Products, or to appear as a premium listing in Users' search results.
Selling on PriceCheck Marketplace:
*Listings and Orders: For each product you make available to be listed for sale through our Site you shall promptly update such information as necessary to ensure it at all times remains accurate and complete. You shall ensure that the Merchant Materials, Merchant Products (including packaging) and the offer and subsequent sale of any of the same comply with all applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit, defamatory or obscene materials. You may not provide any information for, or otherwise seek to list for sale on our Site, any products deemed unsuitable for sale as per PriceCheck’s discretion.
We shall list the Merchant Products for sale and conduct merchandising and promote the Merchant Products as determined by us.
We shall provide Order Information to you for each sale of Merchant Products through our Site. We shall also collect all Sales Proceeds as your payment-processing agent for each of these transactions and shall have exclusive rights to do so, and shall remit them to you in accordance with this Agreement.
*Shipping: For those of the Merchant Products sold on or through our Site we shall determine the shipping charge options as detailed in our PriceCheck Marketplace Fee Schedule (clause 35) and you shall select an option and accept the relevant charges as payment in full for the shipping and handling of such products. We shall bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with the Merchant Transactions, and you shall bear all other risk of fraud or loss; provided that we shall not bear the risk of credit card fraud in connection with any Merchant-Fulfilled Products (in the event we make such service available). We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your Merchant Transactions.
*Sale and Fulfilment: You shall (a) source and sell your Products on PriceCheck Marketplace in accordance with the terms of the applicable Order Information, this Agreement, and be solely responsible for and bear all risk for such activities; (b) retrieve Order Information at least once each business day; (c) not cancel any of the Merchant Transactions except as may be permitted pursuant to the terms and conditions of this Agreement; (d) comply with all Release Date instructions; (e) notwithstanding any other provision of this Agreement ensure you are the authorized seller of all products made available for listing for sale hereunder; (f) generate if applicable, any tax invoices, to be sent via email or the Marketplace Platform to the User; (g) identify yourself as the seller of the product on all information included with the Merchant Products; and (h) not send Users emails confirming orders or shipments of the Merchant Products.
*Returns and Refunds: You shall accept and process returns, refunds and adjustments in accordance with this Agreement. The return policies published on the Site at the time of the applicable order will apply and you will comply with them. We may inform Users that these policies apply to Merchant Products.
*Return requests reasons "defective/damaged" or "incorrect item shipped": Return requests submitted with the reasons "defective/damaged" or "incorrect item shipped" are subject to a return policy that is within 15 (fifteen) calendar days of the date of delivery. The returns must be in the original packaging and in the original state and condition as when purchased and received, except in cases where a product is counterfeit or defective and/or materially different from the one ordered by the User. PriceCheck will arrange the return of these Merchant Products for you by scheduling a courier pick-up and return, and the full shipping cost will be levied to your Merchant Account. You must accept return of these items without fail.
*All other return request reasons: You will be able to review and accept all return requests submitted on your Merchant Products, excluding returns submitted with the reasons "defective/damaged" or "incorrect item shipped". We shall determine the return shipping charge options as detailed in our PriceCheck Marketplace Fee Schedule (clause 35) and you shall select an option and accept the relevant charges as payment in full for the shipping and handling of the returns. If these return requests are submitted within 15 (fifteen) calendar days of the date of delivery and are accepted by you, PriceCheck will arrange the return for you by scheduling a courier pick-up and return. You will route all such refund payments through PriceCheck. We shall provide any such refund payments to the User (which may be in the same payment form originally used to purchase an Merchant Product), and you shall reimburse PriceCheck for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by PriceCheck or its affiliates to Merchants under this Agreement, or seek reimbursement from Merchants. If these return requests are submitted after 15 (fifteen) calendar days of the date of delivery and are accepted by you, you shall determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Users in connection with the Merchant Transactions. You will promptly provide refunds and adjustments that you are obligated to provide and as required by law, and in no case later than thirty (30) days after the obligation arises.
*Recalls: Shipping by PriceCheck (clause 10) shall apply to non-delivery, misdelivery, theft or other mistakes or act in connection with the delivery of those of the Merchant Products. You are responsible for any non-conformity or defect in, or any public or private recall of, any of the Merchant Products. You shall notify us promptly as soon as you have knowledge of any public or private recalls of Merchant Products.
*Undeliverable Items: PriceCheck and its affiliates shall have the right to discard, destroy, liquidate or auction and as it may deem appropriate any of your Merchant Products within sixty (60) days after receipt by the courier in the event of those Merchant Products being returned/undelivered from the Users for any reason, provided that you have been notified of the said return of the Merchant Products by email to the email address provided by you and in the event that you did not arrange for the collection of the these returned Merchant Products. This clause shall be considered as an explicit authorization to PriceCheck to destroy and/or liquidate any of the Merchant Products mentioned above and shall be without any objection from you and without any liability to PriceCheck. Furthermore, PriceCheck is also authorized to deduct any fees or costs that might be incurred through the disposition and/or liquidation of the above which shall be claimed and/or deducted from the Merchant’s account.
User reviews and comments: Registered Users will be able to review your Products/ Merchant Performance and post comments in relation to your Products/Merchant Performance (in the form of text, photographs and/or otherwise) and you acknowledge that such reviews and comments could be positive or negative, but that such reviews and comments are those of our registered Users, submitted by them directly, and don't reflect our views, and the ratings given to any Merchants or their products/performance are calculated based on rating submissions made by our registered Users and are not determined by us. We will not be liable in any way in relation to such comments and reviews. Should you feel that any comments or reviews are false or unduly prejudicial to you, please contact us, in which case we may, but shall not be obliged to, investigate the matter further and take such action as we may deem fit.
Reporting: We will provide you with reports on your popular products, and the number of total clicks (monthly and annually) on your products. These reports can be viewed any time on the Merchant Platform and we will mail you a more detailed report showing views, clicks and product popularity on a regular basis.
Your Feed Content
You must ensure that the content of your Feed is at all times legal, accurate, relevant, comprehensive, and up to date. To this end, you shall also update the content of your Merchant Site on a regular basis to ensure it contains complete and accurate information, including your contact information (such as your full names, registration number, contact numbers and email addresses etc). You may not at any stage impersonate someone else. Products must also at all times be legal.
The Product prices in your Feed must be expressed in ZAR, inclusive of VAT, alternatively, very clearly state that the price is exclusive of VAT.
You acknowledge that you are solely responsible for the content you provide to us and you warrant that the Feed will not contain any material which is unlawful, obscene, abusive, harassing, vulgar, offensive, intimidating, pornographic, defamatory, or which constitutes bait marketing, or which does or reasonably could have a negative impact on our reputation or infringe upon any third parties' rights whatsoever (including but not limited to intellectual property rights, rights to privacy, rights of ownership of names, copyright, brand names and all other rights relevant to competition, and to the use of any domain names protected by law). You further hereby indemnify us and hold us harmless against any and all loss, expense, or damages suffered, or any third party claims made against us arising from or in relation to a breach by you of the aforesaid warranty.
Without detracting from the generality of the aforegoing or your obligations under the 'Prohibited Conduct' section below, as a Merchant, anything you include in your Feed or otherwise post/upload to the Site must be strictly relevant to you or your Products. Also, you may not post/publish/sell any pornographic or offensive material, or material which you do not have the right to distribute. By uploading any media/content to the Site (via your Feed or otherwise), you warrant that you own the copyright therein or have the permission of the copyright owner to publish such content on the Site and that such content does not otherwise violate this Agreement.
We have the absolute right to reject any content that is illegal, offensive or otherwise in breach of this Agreement. If you refuse to remove any content deemed objectionable by us, we may terminate the Service without further notification and you shall be liable for any fees and charges up to the date of such termination.
Parity with the Merchant’s Sales Channels
You are free to determine which of the Merchant Products you wish to list for sale on PriceCheck Marketplace. You shall maintain parity between the products you offer through your Sales Channels and the products you list on PriceCheck Marketplace by ensuring that: (a) the Purchase Price and every other term of offer and/or sale of your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favourable to PriceCheck Users as the most favourable terms upon which a product is offered and/or sold via your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for the Merchant Products is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of your Sales Channels (this requirement does not apply to customer service for payment-related issues on the Merchant Transactions, which we shall provide); and (c) the Content, product information and other information under clauses 6 and 7 regarding the Merchant Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in your Sales Channels. If you become aware of any non-compliance with (a) above, you shall promptly compensate adversely affected Users by making appropriate refunds to them in accordance with clause 6. For Shipping by PriceCheck Products, we acknowledge that if the shipping charges associated with the sale and delivery of any of the Merchant Products listed for sale on our Site are included in (and not separately stated) the purchase price listed for a Merchant Product on our Site (collectively a "Shipping Inclusive Purchase Price"), then the parity obligation in (a) above shall be satisfied if the Shipping Inclusive Purchase Price and each other term of offer and/or sale for the product on our Site are at least as favourable to Site users as the purchase price and each other term of offer and/or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product is offered and/or sold via any of your Sales Channels other than our Site.
Fees & Other Charges
Fees: There are no upfront fees for registering as a Merchant.
Pay-Per-Click Fees: We charge you a pay-per-click fee ("PPC Fee") in respect of each redirection of a User from our Site to your Merchant Site. The minimum PPC Fee is currently R2.00 (excluding VAT). However, because our Merchants compete for clicks and exposure on our Site, we give greater exposure to those Merchants who have elected to pay higher PPC Fees. You are entitled to determine the higher PPC Fee you wish to pay from time to time by giving us prior notice thereof at firstname.lastname@example.org.. We are entitled to increase or vary any of our Fees (including the aforesaid minimum PPC Fee) from time to time, provided we notify you thereof via email at least thirty (30) days prior to the fee adjustment being implemented. We also reserve the right to come to other payment arrangements on a case-by-case basis.
Pay-Per-Click Payment: All Fees are payable in advance. Your advance payments may be made in such amounts and at such intervals as you may decide and will be reflected as credits on your account. As Fees become due, they shall be deduced from the balance in your account. Should the Fees payable serve to deplete the balance in your account at any stage, then the Services will be suspended until you make another payment into your account to cover future Fees.
PriceCheck Marketplace Fees: PriceCheck charges Commission Fees and Shipping Fees to all Merchants when an item is successfully sold on our Site. Unless otherwise stated, all fees shall be quoted in ZAR. Before you list an item for sale through the Site, we request you to review the fees you will be charged based on our PriceCheck Marketplace Fee Schedule (clause 35) which we may amend from time to time with immediate effect by posting the changes on the Site.
PriceCheck may choose to temporarily change the fees for our services for promotional events (for example, free shipping days) or new services, and such temporary changes are effective in accordance with this Agreement when we post them on the Site.
Remittance of Sales Proceeds and Refunds
Except as otherwise stated in this Agreement, we shall remit to you on a bi-weekly (15 day) (or at our option, more frequent) basis any Sales Proceeds collected by us or our affiliates but not previously remitted to you as of the date that is three (3) business days prior to the date of remittance (the "Remittance Calculation Date"), which you shall accept as payment in full for the sale and shipping of your Merchant Products, less the Commission Fees due for such sums. We may in addition deduct any fees you owe us for Shipping By PriceCheck services (clause 10) from any disbursements available to you. When you either initially provide or later change the Merchant Bank Account information, we may delay any remittance of sums due to you by up to fifteen (15) days. You shall not have the ability to initiate or cause payments to be remitted to yourself. If you refund money to a User in connection with one of the Merchant Transactions, and the refund is routed through us (or our affiliate), we shall refund to them the amount of the Commission Fee paid by them to us, less three (3) % of the Merchant Transaction to cover transaction fees. We shall remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you.
Taxes: Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited value-added, sales, use or withholding taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with the Services. If we have the legal obligation to pay or collect Taxes for which you are responsible the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, we remain solely responsible for taxes assessable against it based on our income, property and employees.
No Set-off or Deductions: You are not entitled to withhold any payment of any Fees due to us by reason of any alleged breach of this Agreement or for any other reason whatsoever. In addition, you may not apply set-off to or demand any discount, rebate or reduction in respect of any Fees owed to us.
A certificate signed by either the General Manager or Financial Manager of PriceCheck, whose appointment, qualification and authority need not be proved, shall be prima facie proof of the amount in Fees due and payable by you at any time.
Payment Defaults: Should you fail to pay any amount to us on the due date for payment therefore, then we may, without prejudice to any of its other rights in law or under the Agreement: (a) charge interest at the rate of 2% above the prime overdraft rate published by our bankers from time to time on the overdue amount, calculated from the due date until the date of payment (both dates inclusive), and capitalized monthly; and/or (b) deactivate your Feed and/or the links from our Site to your Merchant Site (or QikCart mobi site) (c) take all such further steps as may be necessary to recover the outstanding amount from you, including without limitation the use of debt collection mechanisms; and/or (d) recover from you any additional expenditure incurred by us relating to the tracing and/or collection of unpaid amounts, which costs shall be for your account.
Billing Complaints: You may direct any billing or account complaint to us at email@example.com.
Shipping by PriceCheck
Shipping by PriceCheck ("SBP") provides shipping and associated services for Merchant Products. You shall not deliver to us. Each Merchant selling on Pricecheck Marketplace is required to use SBP, other than where it is not possible to use SBP due to restrictions on the type of goods and the size of the products.
You shall prepare orders within the time period agreed with us. We shall ship orders from you to the shipping addresses included in valid customer orders. You shall be responsible for determining how shipping costs will be billed as detailed in the PriceCheck Marketplace Fee Schedule (clause 35). You will either cover the entire shipping cost or split it between yourself and the User. PriceCheck shall not pay any shipping costs except as provided in clause 6.
We shall be responsible for and have sole discretion regarding all customer service issues relating to delivery of SBP Units.
In situations relating to SBP where the wrong item was delivered or the item was damaged you shall be responsible for all costs associated with any replacement or return.
Relationship with Parties
PriceCheck's role is limited to providing the platform through which you can promote your Products to our Users and allowing for the sale and purchase of Products between Merchants and Users.
Once a User has been so redirected to you via our PPC service, it becomes your potential customer, and you are solely responsible for all follow-up action with such person, including responding to his/her queries, or accepting his/her order which may be placed on your Merchant Site.
Within the PriceCheck Marketplace service, you hereby appoint us as your payment-processing agent for the limited purpose of receiving Sales Proceeds on your behalf. Except as provided in the preceding sentence, you and PriceCheck are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.
You shall have no authority to make or accept any offers or representations on our behalf.
In order to protect PriceCheck's reputation, you hereby warrant to and in favour of PriceCheck that in the conduct of your business, and in the performance of your obligations under this Agreement, you will at all times comply with the Consumer Protection Act 68 of 2008, Electronic Communications and Transactions Act 25 of 2002, and any other laws which may be applicable (as may be amended from time to time) and hereby indemnify PriceCheck against any and all loss, damage, or expense suffered by us, or any third party claims which may be made against us, which arise from or in relation to a breach of the aforesaid warranty.
We are not an agent of any User, do not make any warranties in relation to such persons, and neither we nor any of our agents or representatives shall be liable for any damage, loss or liability of whatsoever nature arising in relation to any User.
Should you suspect that any User is conducting fraudulent activity or otherwise misleading other Users in any way, please notify us thereof at firstname.lastname@example.org that we can take such measures as we deem appropriate.
Your Information: When registering for and maintaining a Merchant Account, you will be required to provide certain personal and other information to us to enable us to provide the Services to you. You are solely responsible for the accuracy of the information you provide to us or other users as aforesaid ("Your Information"). We will not be liable to you in any way whatsoever for any loss, expense or damage suffered by you, or claims made by third parties against you, and you further indemnify us against any loss, expense or damage we may suffer, or claims made by third parties against us, which arise from or in relation to your having submitted inaccurate information to us.
Information required to validate your identity: We use many techniques to identify our Merchants when they register on our Site. You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and registration. However, because user verification on the internet is difficult, we cannot and does not guarantee any Merchant's or User's identity.
Security & Risks
You are solely responsible for securing all data in your possession and/or under your control. It is your responsibility to, and you agree and warrant that you will, keep your username and password secure and confidential at all times in that you will only use your username and password for your own personal use and will not disclose your username and password to any other persons, or enable any other persons to otherwise access your Merchant Account. If you are a Legal Entity, you must further ensure that the persons authorised by you to access your Merchant Account do so within the scope of their authority and do not disclose your username and password to any unauthorised person or enable any unauthorised person to otherwise access your Merchant Account.
Any password we provide to you may be used only during the Term to access the Merchant Account (or other tools we provide) to use the Service, electronically accept Merchant Transactions, and review your completed transactions.
Any person that delivers or attempts to deliver any damaging code to our Site or attempts to gain unauthorised access to any page on our Site shall be prosecuted and civil damages shall be claimed in the event that we suffer any damage or loss.
You allow us to take all reasonable steps to ensure the integrity and security of our Site and back-office applications
Changes to this Agreement and / or the Services
We reserve the right to modify our Site or Services, in part or in whole, temporarily or permanently, or to launch new services or improvements, on prior notice posted on our Site.
Intellectual Property Rights
Our rights to use your Feed content and Merchant Marks
You hereby grant to us, and we accept, on a non-exclusive basis, a royalty free, non-transferable (except as provided herein), world-wide and fully sub-licensible, license to (a) use, reproduce and represent the registered or unregistered trademarks, trade names and/or logos owned by or licensed to you ("Merchant Marks") for the limited purposes of enabling us to exercise our rights or to fulfil our obligations under this Agreement; (b) use, reproduce, distribute, display and transmit the Feed in connection with, across and through PriceCheck property (in South Africa) and to permit users of such PriceCheck property to use the Feed; (c) use, reproduce, distribute, display and transmit the Feed in connection with the marketing and promotion of any respective PriceCheck property; and (d) generally to do all things with the Feed to provide the means and rights of access to the Feed to our Users.
You grant us a royalty-free, perpetual, world-wide, irrevocable, non-exclusive and fully sub-licensable right and license to use, modify, adapt, reproduce, publish, translate, create derivative works from, distribute, perform and display the content of your Feed, in whole or in part. The means that we will be entitled to (inter alia) (a) organize, reproduce, display and otherwise use the content of your Feed as well as adapted and translated versions thereof (alone or in combination with other links and works) whether via the internet, via wired or wireless communication networks, simultaneously or successively and in locations and at times of its choice and to transfer such content on demand, via email, text message and other channels or media, as well as to duplicate the content for the abovementioned purposes; (b) reproduce, transmit, publicly display and/or distribute your Feed content as well as adapted and translated versions thereof via any medium; (c) develop and operate hyperlinks that permit Users to access your Merchant Site; (d) use, reproduce, organize and publicly display your Merchant Marks; (e) edit, adapt, abbreviate or translate in any languages your Feed content, to add new or altered content \ or works and to grant access to this edited content to third parties; (f) to catalogue and archive your Feed content wholly or partly in any technical form whatsoever and to transfer it into electronic databases and/or data networks and to grant third parties access to these databases; (g) exploit advertising in online and offline media, in particular to grant access to the content of your Feed to third parties and to combine it with the content of third parties and to incorporate it in print advertisements, brochures, advertisement films and advertising banners distributed by us or any authorized third party; and (h) if you authorize us to dos, to automatically produce Product lists or, if the Feed contains image URLs, the right to exploit your Merchant Site with web crawlers.
Reservation of Rights
All the content, trademarks and data on our Sites ("Content") are the property of or licensed to us and as such are protected from copying and infringement by local and international legislation and treaties. The Content may not be reproduced or copied by any means, whether electronically or not, without our prior written permission. Note that our Sites may contain images, names, codes or other content that constitute the trademarks, logos, or copyrighted material owned by other Merchants or third parties and you may not copy or use same without their permission.
Any and all intellectual property rights subsisting in our Sites, any Content, the Services, this Agreement or otherwise developed by or on behalf of us subsisting now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term ("Intellectual Property Rights"), vests in PriceCheck and all rights not expressly granted are reserved. You acknowledge that you have no claim of any nature in and to the Intellectual Property Rights. You will not at any time during or after termination or cancellation of this Agreement dispute the validity or enforceability of such rights, or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of any of the Intellectual Property Rights and shall not counsel or assist any other person to do so. You may not use or alter any trademarks, trade or business names, designs or logos forming part of the Intellectual Property Rights, including but not limited to trade marks incorporating the terms "PriceCheck" ("our Logos") or do (or fail to do) anything that could adversely affect our rights in our Logos or their value and you agree to fully reimburse us for any loss or damage that we suffer as a result of any use by you of our Logos which is not in accordance with the Agreement.
You may only download, view and print content from our Site for private and non-commercial purposes. To obtain permission for the commercial use of any content on our Site please contact us at http://www.pricecheck.co.za/contact_us/ for assistance. Except as expressly stated in this Agreement nothing in this Agreement shall grant or be deemed to grant either party any right, title or interest in any intellectual property rights of any kind (including copyright, trademarks, utility marks, domain names, trade and business names, designs and inventions) owned by the other party and except as expressly stated herein nothing in this Agreement shall entitle either party to use the other party's logos or trademarks or any other intellectual property rights in any way whatsoever without the prior written consent of the other party.
Compliance with laws
We cannot screen or edit all the content available from our Sites and do not accept any liability for illegal, defamatory or obscene content on or connected to our Sites, other than loss or damage arising as a result of our gross negligence in respect of screening content on our Sites. Hyperlinks provided on our Sites to other websites or mobi-sites (as the case may be) are provided as is and we do not necessarily agree with, edit or sponsor the content on such other sites. You are encouraged to inform us of any such content that may be offensive or illegal.
You are obliged to comply with all laws applicable to any intellectual property rights (including without limitation trade secrets, copyright, trademarks, registered designs and patents) in respect of any data, files and/or information accessed, retrieved or stored by you through your use of any of the Services.
If, while the Agreement is in force, you make any improvement to any aspect of the Intellectual Property Rights ("Improvement"), you will promptly inform us thereof in writing and will assign all rights in such Improvement to us and will assist us to obtain patent, design, copyright and all similar forms of protection for such Improvement at our expense wherever we may choose to obtain such protection. All intellectual property rights in respect of such Improvement will be deemed to be included in the Intellectual Property Rights in terms of the Agreement.
You agree to use the Services in accordance with the terms of this Agreement and all applicable laws, regulations and ordinances. You will not use our Site, or any of the Services for any other purpose, including unlawful or fraudulent activity. If we have reason to believe that you may be engaging in or have engaged in fraudulent, unlawful or improper activity, including without limitation any violation of any terms and conditions of this Agreement, your access to the Services may be suspended or terminated, as described below.
In particular, you undertake not to engage in any of the following prohibited conduct in using our Site or any of the Services:
Marketing or sale of counterfeit, stolen, or otherwise illegal items;
threatening, stalking, defrauding, inciting, harassing, or advocating the harassment of, another person, User or Merchant, or otherwise interfering with another person's use of our Site or Services;
submitting false, inaccurate or misleading information on the Site or conducting yourself in a false, inaccurate or misleading fashion or conducting fraudulent activities (including but not limited to impersonating a PriceCheck User or representative and/or requesting a PriceCheck User to provide you with their password or other information so as to access their account);
delivering or attempting to deliver any damaging code to the Site or attempting to gain unauthorised access to any page on our Site; tampering, hacking, modifying to attempt to gain unauthorised access or otherwise disrupting, disabling, corrupting, interfering with or otherwise causing harm to the security or functionality of our Site or Services, Merchant Accounts, accounts of Users, computer systems or networks connected to the Site;
posting spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;
keyword spamming or otherwise attempting to manipulate search results; violating any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;
being defamatory, trade libellous, unlawfully threatening or unlawfully harassing or promoting bigotry or discrimination;
transmitting or posting profanity, adult content or illegal content, such as child pornography; soliciting personal information from minors or harming or threatening to cause harm to minors; violating the Agreement or any applicable law (including those governing financial services, consumer protection, unfair competition, anti-discrimination or false advertising);
modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, selling, trading, or in any way exploiting our Site or Site content (other than Your Information), except as expressly authorised by us in the Agreement; reverse engineering any portion of our Site or Services; reformatting or framing any portion of our Site; or removing or modifying any copyright, trademark or other proprietary rights notice on our Site or on any materials printed or copied off our Site;
recording, processing, or mining information about Payers or other Merchants; accessing, retrieving or indexing our Site to construct or populate a searchable database of business listings or reviews; or using any robot, spider, site search or retrieval application, or other automated device, process or means to access, retrieve, scrape, or index our Site or any Site content;
making excessive traffic demands; and/or taking any action (such as stress testing) that exceeds the load advised by PriceCheck from time to time, or that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our technology infrastructure after having received a request from us to reduce the load and you have failed to do so;
using our Site or Services or any Site content to transmit any computer viruses, worms, defects, trojan horses, time bombs, cancelbots, easter eggs or other computer programming routines or items of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; using any device, software or routine that interferes with the proper working of our Site or Services, or otherwise attempting to interfere with the proper working of our Site or Services;
removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of our Site, features that prevent or restrict the use or copying of Site content, or features that enforce limitations on the use of our Site;
doing anything which may render us liable to anyone, or cause us to lose (in whole or in part) the services of our internet service providers or other suppliers after having received a request from us not to engage in such activities, or after having received a request from us to remedy such act and you have failed to do so.
You acknowledge that if you use our Site and/or any Services in a manner that violates the aforegoing provisions, we may incur substantial liability and/or suffer significant damages, including (without limitation) fines and other related expenses from its payment processors and service providers and accordingly in the event of any such violation:
your Merchant Account will be subject to limitation, suspension or immediate termination, as stated in 25.1 below;
you will be subject to damages and other penalties, including criminal prosecution where applicable;
you will be held liable to us for any and all damages suffered by us and, without limiting the generality of the aforegoing, you shall reimburse us for any and all costs, expenses, and fines levied on us by third parties such as its payment processors and/or service providers as a result of your activities. You agree that, if either you or PriceCheck commence litigation or arbitration in connection with clause 21.3 above, the prevailing party is entitled to recover attorneys' fees and any other costs incurred in such proceeding on the attorney and own-client scale in addition to any other relief to which the prevailing party may be entitled.
During the course of your use of the Services, you may receive information related to us or to the Services including, but not limited to PriceCheck Transaction Information, that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information shall remain PriceCheck's exclusive property; (b) you shall use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you shall not otherwise disclose Confidential Information to any individual, company, or other third party, and (d) you shall take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement, and (e) you may not reproduce or replicate any parts of the PriceCheck Site, any of our services and features. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo, in any way (including in promotional material) without our prior written consent, or misrepresent or embellish the relationship between us in any way.
Use of PriceCheck Transaction Information
You shall not, and shall cause your affiliates not to, directly or indirectly: (a) disclose or convey any PriceCheck Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to them related to that information); (b) use any PriceCheck Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered a Merchant Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage us, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being a Site user.
The terms of this clause 23 do not prevent you from using other information that you acquire without reference to PriceCheck Transaction Information for any purpose, even if such information is identical to PriceCheck Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Site user.
Suggestions and Other Information
If you or any of your affiliates elects to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to our Site or Services (including any related Technology), we shall be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and Users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, traffic information, usage history and posted content.
Breach & Consequences thereof
In the event that you default in any of your payment obligations or otherwise breach any provision of this Agreement and fail to remedy such breach within seven (7) days of PriceCheck having notified you thereof, without prejudice to any of PriceCheck's other remedies in law or under the Agreement (including the right to claim damages), PriceCheck is then entitled to -
suspend or limit your access to the Services or your Merchant Account until such time as you have remedied your breach, at which stage we reserve the right to charge you a reconnection fee in order to re-connect you to the Services; and/or
terminate the Services(and your access to your Merchant Account) entirely, depending on the nature of the breach in question ; and/or
forthwith claim immediate payment of any and all outstanding amounts due by you to us;
list you with any of the credit bureaus; and/or
appoint tracing agents as may be required; and/or
if we are in possession of any of your property in consequence of our provision to you of the Services, we shall be entitled to retain such property pending your settlement of all amounts owed by you to us, and furthermore, if you fail to pay all amounts then owed to us within 30 (thirty) days of any notice to you in such regard, we are further entitled, to dispose of such property in order to defray any expenses incurred by us and any amounts owed by you to us,
and in all the above instances, we are entitled to retain all Fees already paid by you and recover all of our costs associated with your breach, including without limitation, default administration charges, collection costs, legal costs on an attorney and own client scale whether incurred prior to or during the institution of legal proceedings or if judgement has been granted, in connection with the satisfaction of such judgement or in regards to the enforcement of the Agreement.
Suspension & Termination
Suspension: In addition to suspension for actual un-remedied breaches (as contemplated in 25.1.1 above), we reserve the right to suspend your access to the Services and/or your Merchant Account in the following circumstances:
upon your having committed a breach, pending your remedy thereof;
should we reasonably suspect that any of the content of your Feed (be it Product details or pricing or otherwise) or other information you submit to us is not authentic and/or accurate;
should we reasonably suspect that you have committed any other breach of this Agreement;
should negative User reviews be posted in relation to you or your Products;
should we receive complaints from third parties in respect of your business practices (it being recorded that we are not obliged to verify the foundation for any such complaints prior to suspending your access to Services).
Termination: In addition to termination for breach (in accordance with 25.1.2), we are each entitled to terminate this Agreement on 1 calendar month’s written notice to the other of us.
Consequences of Termination: Where you are in possession of any of our property in consequence of the provision to you of the Service, upon termination of this Agreement for any reason whatsoever, you will immediately return such property to us, and shall not be entitled to retain such property for any reason whatsoever. In particular, but without limiting the generality of the aforegoing, you will remove any reference to PriceCheck, our Logos, the Content and the Services from all your promotional and corporate materials, including all your electronic communications and websites.
Upon termination of the Agreement, all rights and obligations of the Parties under this Agreement shall be extinguished, except that the rights and obligations of the Parties with respect to the Merchant Transactions occurring during the Agreement shall survive the termination or expiration of the Agreement.
Although we use reasonable care and diligence to ensure that the Services are available, accurate, complete, correct, error-free, secure, up-to-date and/or reliable, we make no representations or warranties, implied or otherwise, that, amongst others, the Services, the content and technology available from our Sites or information provided by us via email or other means will be available, timely, accurate, complete, correct, error-free, virus-free, secure, 100% uninterrupted, up-to-date and/or reliable.
You therefore agree that the Services and our Sites are supplied "as is" and "as available", have not been compiled or supplied to meet your individual requirements and are used at your own discretion and risk. It is your sole responsibility to satisfy yourself prior to accepting this Agreement that the Services will meet your individual requirements and be compatible with your hardware and/or software.
although we will use reasonable endeavours to ensure the security of the Services and our e-commerce network infrastructure, we cannot guarantee such security and we will not be liable in any way whatsoever in respect of any loss or damage of whatever nature suffered by you or any third party due to a breach of such security of the Services and/or our e-commerce network infrastructure other than where due to our gross negligence;
hyperlinks provided on our Site to non-PriceCheck websites or mobi-sites are provided as is and we do not necessarily agree with, edit or sponsor the content on such sites; and
we make no warranties or guarantees regarding the success or increased Product sales you may achieve from subscribing to the Services, including no warranty that any User will click through to your Merchant Site and/or purchase any Products from you.
Nothing in this Agreement will prevent or limit either of your or our liability for fraud or wilful misconduct; death or personal injury arising out of negligence; or gross negligence.
You acknowledge that the allocation of risk and responsibility as set out in the Agreement is reasonable because it accords with our not having developed any of the Services specifically for you; the fact that, while we follow good industry practice, it is not economically possible for us to exhaustively test any software that supports the Services; and the amount of fees, if any, paid by you for the Services.
Limitation of Liability: Notwithstanding our aforesaid disclaimer of liability, should a court nevertheless find us liable to you in relation to the Services for any reason, our maximum aggregate responsibility and liability to you (including for negligence and whether pursuant to one or more claims) in relation to this Agreement will be limited to paying you an amount equal to the total amount of fees you paid to us for such Service in the 12 months prior to the incident for which we are responsible.
Exclusion of Consequential Loss: Under no circumstances whatsoever will we or any of our affiliates, subsidiaries, agents, suppliers and/or subcontractors be liable to you for any indirect loss, or any incidental, special, punitive or consequential loss or damage, or any direct or indirect loss of profits, arising in relation to the Agreement, our Sites and/or the Services. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, and so in such jurisdictions liability is limited to the fullest extent permitted by law.
Uncontrollable Events: Whilst we aim to provide uninterrupted Services, unfortunately we can't guarantee this as interruptions may be caused by factors beyond our reasonable control. Under no circumstances will we be liable for any events beyond our reasonable control. If circumstances happen that are beyond our reasonable control, we will not be liable for any failure to perform our obligations under the Agreement because of those circumstances, and we will be excused from that failure for so long as those circumstances continue. Wherever possible, we will provide advance warning on our Site of any known or planned interruptions and will try to ensure any interruption is kept as brief as possible.
You represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units in the territory/territories in which Merchant Transactions occur (failing which, you must disclose this to us upfront in writing in the Required Product Information); (b) you shall sell all Units in new condition (or in such condition otherwise described by you in the applicable Required Product Information) and in a merchantable condition; (c) all Units and their packaging shall comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or shall be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units shall strictly adhere to all applicable Laws, its territories and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers; and (f) that all Merchant Products can be lawfully imported into, and comply with all applicable Laws of the Republic of South Africa.
Your indemnification of PriceCheck
You hereby indemnify and hold harmless each of PriceCheck, its parent, subsidiaries, affiliates, officers, directors and employees, against any and all loss, expense or damage they may suffer, or third party claims which may be made against them (including legal fees), which arise (directly or indirectly) from or in relation to:
(a) any breach of this Agreement (including any documents it incorporates by reference) by you, your affiliates, or any of your employees or agents;
(b) any violation of any law or the rights of a third party relating to your use of the Services, by you, your affiliates, or any of your employees or agents;
(c) the products and/or services offered or sold by you;
(d) the content of your Feed
Our optional 'QikCart' mobi site service
Description of service: If you no Merchant Site at all to which we can redirect our Site Users, or the only Merchant Site you have is a website and you do not want our Mobi Site Users to be directed thereto, you can elect to subscribe to our QikCart service in terms of which we provide you with a mobile-optimised product site ("QikCart Site") to which we can redirect our Mobi Site Users.
the display of information relating to the relevant product, as provided by you via your Feed;
the display of your name, address, phone numbers and other contact details, as provided by you to us (via the Admin Panel which you can access when logged into the Merchant Platform);
the display of your business address on a map (which we can do via a mapping functionality based on the address you provided to us);
the inclusion of a message functionality whereby Users are able to send you electronic messages ("QC Messages"), including their email addresses and/or phone numbers so as to enable you to respond to their messages. We emailing those QC Messages and details to you, to the email address you specify for such purpose. In this regard note that although we are responsible for sending you these QC Messages, we are not responsible for ensuring that you receive them, retrieve them, or act upon them, and it is your responsibility to ensure that your mailbox is set up correctly and has sufficient space to receive these QC Message emails from us. Also note that in doing this we are merely providing a communication facilitation service, not a record-keeping service and although we may store certain QC Message data for a period of time for our own internal record-keeping purposes, we are not obliged to do so and need not provide you with copies of any QC Messages you may have missed or lost.
Fees: There are no upfront fees associated with the QikCart Site, but we will charge you a PPC Fee for each redirection of a User from our Site to your QikCart Site, and should that User then click on one or more of the lead options available on your QikCart Site (ie so as to either see your address, or phone number, or to send you a QC Message), we will charge another PPC Fee. The exact PPC Fees applicable will be displayed in the Merchant Admin Panel prior to your signing up for the QikCart service.
Other terms: For the sake of clarity it is recorded and agreed that all the provisions of this Agreement as they apply to the Services generally, will also apply to this QikCart Site service specifically, mutatis mutandis, including as regards your responsibility for the accuracy of the information you provide to us, advance payment of fees, and our disclaimer of any warranties associated with the service (including that all QC Messages in fact reach you or that the mapping functionality works accurately).
Complaints, Error reporting, & Disputes
Should you have any complaints relating to the Services, our Site, or any other Merchants or Users, or wish to report possible malfunctions and errors, please contact our Customer Relations at email@example.com.. We will take all such measures as we deem reasonable or necessary to assess and address your complaint.
Should a dispute of any nature whatsoever arise between you and PriceCheck on any matter provided for in or arising out of the Agreement and such dispute is not resolved through our Customer Relations Department then, save for urgent or interim relief which may be granted by a competent court, such a dispute may be submitted to confidential arbitration in terms of the expedited rules of the Arbitration Foundation of South Africa. Arbitration proceedings shall be conducted in Cape Town in English. The expedited arbitration rules may be downloaded from http://www.arbitration.co.za/downloads/expedited_rules.
Should a dispute of any nature whatsoever arise between you and another Merchant or User, you acknowledge that we are not and will not be a party to such dispute. We do not act as the agent of any of our Merchants or Users and are not responsible for resolving such disputes. We may however in its sole discretion elect (but shall not be obliged) to assist in the resolution of such dispute.
Addresses for Notices
We each choose as our domiciliumcitandi et executandi (i.e. physical address) for all purposes under the Agreement, whether in respect of court process, notice, or other documents or communication of whatsoever nature, the following addresses:
PriceCheck: 3rd floor, 125 Buitengracht Street, Cape Town, 8000, South Africa, with a copy to firstname.lastname@example.org.(the delivery of which copy shall be required in order for notice to be validly delivered)
You: the physical address PriceCheck has on record for you as provided by you from time to time.
Where communications are made electronically, where provided for in accordance with the Agreement, such communications shall be deemed to have been received within forty-eight (48) hours after having been sent, save where the sender knows that delivery thereof has failed.
Cession & Transfer of rights: We are entitled to cede or assign any of its rights or obligations under this Agreement to any third party, but for security reasons, you shall not be entitled to cede, assign, transfer or otherwise dispose any of your rights and obligations under this Agreement to any other person, without our prior written consent. More specifically, should you wish to sell or otherwise dispose of the business to which your Merchant Site, Merchant Shop and/or your Feed relates, you and the prospective purchaser must notify us thereof, requesting either that this Agreement be ceded and assigned to such purchaser, or that this Agreement be terminated in accordance with its terms.
Electronic Communications: To the fullest extent permitted by applicable law, you consent to receiving the Agreement or any part thereof, and any other agreements, notices or other communications ("Communications") from us regarding your Merchant Account and/or your use of the Services electronically. Electronic Communications may be posted on our Site and/or sent to the e-mail address we have on record for you. Please print a copy of each Communication and retain it for your records. We reserve the right, but assume no obligation to, provide Communications in paper format. You agree that in the event of a dispute between you and PriceCheck or between you and any other Merchant or User, our electronic records of transactions, this Agreement, any identity verification information provided in a paper format and subsequently scanned or otherwise converted into an electronic format, and any other information stored or created electronically shall be admissible in a court of law or in relation to a law enforcement or regulatory investigation or prosecution.
Governing Law & Jurisdiction: our Sites are hosted, controlled and operated from the Republic of South Africa and therefore it, and the Agreement, are governed by South African law. Subject to the 'Complaints and Disputes' clause of this Agreement, you and PriceCheck submit to the non-exclusive jurisdiction of the South African courts
Non-waiver: If either of us fails or delays the exercise of any rights or remedies under the Agreement, we will not be deemed to have waived (i.e. given up) those rights or remedies in any way.
Severability: If a court or similar body decides that any wording in the Agreement is invalid or unenforceable, that decision will not affect the rest of the Agreement, which will remain binding on both of us. However, if the wording that is invalid or unenforceable can be made valid and enforceable by deleting part of it, we will both treat the wording as if it is deleted, so that the remainder of the wording in question becomes valid and enforceable.
PriceCheck Corporate Information
PriceCheck’s information is as follows:
Full name: PriceCheck (Pty) Ltd, a company incorporated and registered in South Africa, registration number 2007/013797/07
Main business: Online price comparison website operator
Office bearers: K Tucker, M Koser
Website: http://www.PriceCheck.co.za; m.pricecheck.co.za; & touch.pricecheck.co.za
Official email address: email@example.com.
Contact telephone number: +27 (0)21 286 1678
Address for receipt of legal service: 3rd floor, 125 Buitengracht Street, Cape Town, 8000, South Africa
PriceCheck Marketplace Fee Schedule
After your item is sold successfully, you will be charged a commission fee based on the item sales value. This commission fee is a percentage of the selling value.
Cellular Phones, Contract Cellular Phones, Refurbished Cellular Phones, Components, Hardware, Memory, Networking, Peripherals, Printers, Tablets, Digital Cameras, Film Cameras, 35mm SLR Cameras, Video Cameras, Trail Cameras, GPS Devices, E-Readers, Video Game Consoles
Hiking, Wearable Technology
Books, Health & Beauty, Toys, all other Cell Phone, Computer & Software and Electronics categories, Video Games, Video Game Accessories
Option Merchant Customer
**Merchant shipping fees exclude VAT
Return Shipping Fees (applicable to returns logged within 15 days of delivery)
Option Merchant Customer
**Merchant shipping fees exclude VAT