Terms and Conditions
 

Terms Of Use

1.     Introduction

These are the general terms of the relationship between you (website visitor) and us (website owner). The terms cover all use of this website. You agree to the terms by visiting and using this website.

 

2.     Definitions and interpretation

2.1        Definitions. In the agreement:

terms means the terms, consisting of:

·       these terms of use; and

·       any other relevant specific terms, policies, disclaimers, rules and notices agreed between the parties, (including any that may be applicable to a specific section or module of the website);

we, us, or our means Yippo Corporation (PTY) Ltd, the owner of the website. It includes our officers, agents, employees, owners, co-branders and associates where the terms limit or exclude our liability;

you or your means any visitor to this website, including any other person, website, business or agent (including any virtual or robotic agent) associated with the visitor.

2.2        Conflict. If the meaning of any general term conflicts with any other relevant specific term, the specific term will apply. Specific terms apply to a specific section of the website or have been specifically agreed between you and us.

 

3.     Use of this website

3.1        Licence. We grant you a limited licence to use this website on these terms. We may cancel your licence at any time for any reason. Your licence is automatically cancelled if you do not get our written permission before using this website in a way these terms do not allow.

3.2        Breach. If you breach any of the terms or infringe any other person’s rights (including copyright), we may cancel your licence, block you from using the website, claim specific performance or damages against you and take any other steps the law allows, without affecting our rights.

3.3        Framing. You may not frame this website or any of its pages.

3.4        Linking. You may only link to the home page of this website. You may not deep link (link to any other page) or link in any way that could suggest that we endorse or support you, or that you have any rights in our website or intellectual property.

3.5        Virtual agents. You may not use any technology (including spiders, crawlers, bots and similar virtual agents) to search or gain any information from this website.

 

4.     Your capacity

4.1        Capacity and agreement. You promise that you are entitled to visit this website and agree to the terms because you:

·       are at least 18 (or regarded as legally adult), and have the legal right and capacity to do so; or

·       are not 18 yet, but have permission from your parent (or legal guardian) to do so.

4.2        Accurate information. You promise that you will only give accurate information to us and this website.

 

5.     Intellectual property

5.1        Ownership. Except as provided to the contrary in the agreement, all right, title, interest, and ownership (including all rights under all copyright, patent, and other intellectual property laws) in, to or of this website are our sole property or will vest in us or a third party licensor. All moral rights are reserved.

5.2        Trademarks. Our logo and sub-logos, marks, and trade names are our trademarks and no person may use them without permission. Any other trademark or trade name that may appear on our marketing material is the property of its respective owner.

5.3        Restrictions. Except as expressly permitted under the agreement, the website may not be:

·       modified, distributed, or used to make derivative works;

·       rented, leased, loaned, sold or assigned;

·       decompiled, reverse engineered, or copied; or

·       reproduced, transferred, or distributed.

 

6.     Limits to our liability

6.1        You use this website at your own risk. We provide the website “as is”. We do not give any express or implied warranty or make any other promise about this website. For example, we do not warrant that it is good quality, fit for any particular purpose, accurate, complete, up-to-date, legally effective or secure. We also do not warrant that it is free of latent defects, errors, malicious software or infringing content, or that you will have quiet or uninterrupted use of it.

6.2        You indemnify us. You indemnify (or promise to protect) us against any claim, demand, loss, damage, cost, or liability (including reasonable attorneys’ fees) related to your use of this website.

6.3        Faults. We will do our best to fix any fault in this website as soon as reasonably practical after we find out about it. This is the limit of our responsibility and liability for any fault in the website.

6.4        Direct damages limited. If the previous clause does not apply for any reason, our maximum liability to you for all claims for direct damages is R100. This limit applies whether a claim is based on contract, delict (tort) or any other legal cause of action.

6.5        No liability for indirect damages. We will never be responsible for any indirect or consequential damages or losses, even if we should have foreseen them. These may include any loss of profit, loss of goodwill, loss of use or damages related to lost or damaged data.

6.6        Other websites. We are not responsible for anyone else’s website.

 

7.     General

7.1        Entire agreement. The terms are the entire agreement between the parties on the subject.

7.2        Changes to website. We may change or stop publishing this website without notice and will not be responsible for any consequences.

7.3        Changes to terms. We may change the terms by placing a notice on this website. If you do not agree with the change, you must stop using this website or the changed terms will apply to you.

7.4        Facts about website. If an administrator of this website signs a letter confirming any fact related to the website, that letter is conclusive proof of its contents. These may include the version of the terms that apply to any dispute, or what content or functions the website had at a particular time or date.

7.5        Waiver. We do not ever waive (give up) our rights, even if we allow you any favour or extension of time, or we delay enforcing our rights against you.

7.6        Severability. Any term that is invalid, illegal or cannot be enforced must be regarded as deleted. The remaining terms continue as intended.

7.7        Law and jurisdiction. South African law and conditions (such as time and date) govern the terms. Only the South African courts may decide any dispute about the terms.

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Terms Of Service

1.     Introduction

These terms are the general terms of the relationship between us and you. The terms cover any transactions where we provide goods or services to you. The commercial terms of any transaction will be contained in an order that will incorporate these terms. The order will prevail if there is a conflict of meaning. Nothing in the terms obligates any party to enter into any orders.

 

2.     Definitions and interpretation

Definitions. In the agreement:

additional fee means a charge you must pay us for the supply of any services outside of an order, which charge must be made at our then current standard prices and rates, unless otherwise agreed in writing between us;

administrator means an authorised user in your employ who is authorised to provision, manage and administer certain services;

AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead);

agreement means the agreement between us and you, consisting of the terms and any orders the parties enter into;

authorised user means you or a user in your employ where you are a juristic person, who has been assigned credentials;

business day means any day other than a Saturday, a Sunday or a holiday (including a public or bank holiday) in the jurisdiction where our entity that entered into the relevant order is organised;

business hours means our normal business hours on business days;

contract year means, in respect of an order, each successive 12 calendar month period during the term of the order, calculated from the effective date;

control panel means the section on the website accessible by you through a web browser;

credentials means a unique user ID and password that has been assigned to an authorised user;

effective date means in respect of each order, the effective date stipulated in each order, in the absence of which it will be the date the order is accepted by us

existing material means any code, forms, algorithms or materials developed by or for either party independently and outside of the agreement and provided during the course of the agreement;

fees means the fees, charges, or purchase consideration that you will pay to us in respect of goods or services we provide under orders;

goods means any goods we provide to you, under orders;

ICT means information, communication or technology;

order means a goods or services order agreed to and signed by both the parties describing the specific goods or services that we will provide to you;

our technology means any technology that we have created, acquired or otherwise have rights in and may, in connection with the performance of our obligations under the agreement, employ, provide, modify, create or otherwise acquire rights in and includes any: concepts or ideas; methods or methodologies; procedures or processes; know-how or techniques; function, process, system, data, or object models; templates; the generalised features of the structure, sequence and organisation of software, user interfaces and screen designs; general purpose consulting and software tools, utilities, routines or frameworks; logic, coherence and methods of operation of systems; and patches or enhancements to open source libraries;

personnel means any director, employee, agent, affiliate, consultant, contractor or other representative;

related and related persons means natural and juristic persons who are connected to one another in the manner contemplated in sections 2 and 3 of the Companies Act 71 of 2008;

services means any services we or related persons provide to you, under orders;

service levels means the levels according to which we will provide each service as agreed by parties in writing and signed;

sign means the handwritten signature, an advanced electronic signature, or an electronic signature that the parties agree to use, of each of our duly authorised representatives;

signature date means the date of signature by the party signing last;

tax means any:

·          tax (including value added tax, income taxes, pay-as-you-earn tax or other taxes levied in any jurisdiction);

·          duty (including stamp duty);

·          tariff, rate, levy; or

·          any other governmental charge or expense payable;

terms means the terms, consisting of:

·          these terms of service; and

·          any other relevant specific terms, policies, disclaimers, rules and notices that the parties agree on, (including any that may be applicable to any specific services);

third party contractor means any contractor, supplier, service provider or licensor of a part of the services, which is not a party to the agreement;

third party software means software that is owned by third parties and includes open source software that we have been authorised to use to provide the services or sub-license;

we, us, or our means Yippo Corporation (PTY) Ltd, the vendor or service provider that enters into an order and, if specified in the order, those related to it;

writing means the reproduction of information or data in physical form (includes handwritten documents, hard copy printouts and fax transmissions) or any mode of reproducing information or data in electronic form that the parties agree to use (like pdf), but excludes information or data in the form of email;

you or your means the customer that enters into an order and, if specified in the order, those related to it;

your data means your data (including information about an identifiable person) that:

·          you (or any third party on your behalf) provide to us; or

·          we generate, process, or supply to you in providing the services; but excludes any derived data that we create for our own internal purposes or which is proprietary or confidential to us or our third party contractors;

2.1        Definitions in the order. Words defined (or assigned a meaning) in an order will have that meaning in the terms, unless the context clearly indicates otherwise.

2.2        Interpretation. All headings are inserted for reference purposes only and must not affect the interpretation of the agreement. Whenever “including” or “include”, or “excluding” or “exclude”, together with specific examples or items follow a term, they will not limit its ambit. Terms other than those defined within the agreement will be given their plain English meaning. References to any enactment will be deemed to include references to the enactment as re-enacted, amended, or extended. A reference to a person includes a natural and juristic person and a reference to a party includes the party’s successors or permitted assigns. Unless otherwise stated in the agreement, when any number of days is prescribed in the agreement the first day will be excluded and the last day included. The rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply. GMT +2 will be used to calculate any times.

2.3        Conflict. If there is a conflict of meaning between these terms and any order, the order will prevail in respect of your use of the relevant services.

 

3.     Duration

The terms commence on acceptance and continue until terminated. Where the duration of this agreement is specified in an order, if you are a “consumer” for purposes of the Consumer Protection Act, you may terminate the relevant service prior to the expiry of the term on 20 business day’s written notice to us. However, we may charge you an early termination fee.

 

4.     Orders

4.1        Capacity. You represent and warrant that you (and any person who places an order):

·          are old enough under applicable law to enter into the agreement;

·          are legally capable of concluding any transaction;

·          possess the legal right, full power, and authority to enter into the agreement;

·          are authorised to use the credentials required for any account; and

·          will submit true, accurate and correct information to us.

If you are younger than 18 years of age, you warrant that you have the consent of your legal guardian to enter into the agreement or that you have obtained legal status in another manner.

4.2        Invitation to do business. The marketing of the goods or services by us is merely an invitation to do business or for you to make an offer to procure goods or services. The parties only conclude a valid and binding order when we accept the offer made by you. Unless otherwise agreed in writing or we accept an offer earlier, we only accept an offer relating to goods, when we ship the goods. If we only ship part of the goods relating to an offer, we only accept that portion of the offer. Unless proven to the contrary, we only accept an offer relating to services, when we begin providing the services. We may accept or reject any offer. If we do not accept any offer, then we will refund any monies already paid by you.

4.3        Deemed order. You will be deemed to have placed an order in regard to services when you start consuming any services you have requisitioned automatically from the control panel, it being agreed that each click of a button to requisition a service constitutes a billable event.

4.4        Cancel. Unless otherwise agreed, we may cancel any order at any time in our absolute discretion. We will refund any monies already paid by you.

4.5        Fees. Despite our best efforts, the stated fees may be incorrect. We will confirm the fees for any goods or services when we accept your offer.

4.6        Third party terms. If a third party delivers or supplies any goods or services directly to you, third party terms or conditions may apply. You are solely responsible to ensure they understand and agree to those terms.

4.7        Time and place. The parties conclude any agreement between each other at the time when our duly authorised representative accepts the relevant offer and at the place where you have your head office. We do not need to communicate the acceptance of the offer to you.

4.8        Orders. The terms in effect at the time you make an offer will govern the order. Each order will create a separate agreement. Despite that, we may consider the breach of any one order to constitute a breach of any or all orders.

4.9        Stock availability. We may not always have the goods on which you make offers in stock. You may cancel the offer or make another offer on the part of the goods that are in stock.

4.10      Lead times. You may still make offers on goods that are not in stock. We will inform you of the lead times associated with these goods as accurately as possible and continue to inform you of any changes. However, we accept no responsibility for the goods reaching you after the estimated lead time.

 

5.     Goods

5.1        Sale. We sell the goods to you who purchases them on the terms of the agreement.

5.2        Countries. You may only make offers for goods for delivery to the countries specified by us. If your shipping or billing address is not amongst those specified, you must not make an offer.  We are only able to sell into the countries specified, and we are only able to ship to those countries.

5.3        Freight and packaging. Unless otherwise agreed in an order the goods will be supplied on the following basis:

·          we will pack the goods in accordance with our packaging specifications for the goods;

·          in the absence of any packing specifications, we will package the goods suitably to ensure that damage in transit does not occur due to incorrect packaging;

·          the fees will include the cost of packaging;

·          unless otherwise agreed in writing, we will select the specific mode of freight of the goods; and

·          the freight costs will be for your account.

5.4        Time until dispatch. Once we receive an offer, we will endeavour to dispatch the goods as soon as reasonably practicable (which may be longer than 24 hours, even if we have the goods in stock) to the address specified in the offer. We make no representations regarding dispatch times for orders where we do not have the goods in stock. We will try to adhere to the estimated delivery dates but accept no liability for failing to do so. You may not withdraw any offer due to a delay in delivery.

5.5        Risk and ownership. All risk of loss or damage to the goods will pass to you upon physical delivery of the goods to your delivery address. Ownership in the goods will only pass to you upon full payment of the fees.

 

6.     Online Services

6.1        Registration. Each authorised user must provide their full legal name, a valid email address, and any other information requested by us to complete the registration process.

6.2        Access. Only authorised users may access the service by using the credentials issued to them.

6.3        Authorised user obligations. Each authorised user agrees:

·          to keep their credentials secure;

·          not to provide access to any person other than an authorised user;

·          not to interfere with the functionality or proper working of the service;

·          not to introduce any viruses, worm, logic bomb, trojan, wares, potentially unwanted program (PUP) or other malicious software into the service; and

·          not use the service for direct marketing, spamming, unsolicited communications, or other advertising or marketing activities prohibited by applicable law.

6.4        Administrator obligations. The administrator agrees:

·          not to use bots or other automated methods to register authorised user accounts;

·          to only create one account per email address per authorised user;

·          to make a list of all authorised users available to us on request;

·          to immediately notify us in writing of any lost credentials by an authorised user;

·          to ensure that authorised users who are no longer authorised to use the service do not use the service;

·          to notify us of any known breach of our privacy policy;

·          to take reasonable measures to ensure that authorised users do not introduce any viruses, worm, logic bomb, trojan, wares, potentially unwanted program (PUP) or other malicious software into the service.

6.5        Security. Each authorised user is responsible and liable for activities that occur under their account. You authorise us to act on any instruction given by an authorised user, even if it transpires that someone else has defrauded both us and you, unless you have notified us in writing prior to you acting on a fraudulent instruction. We are not liable for any loss or damage suffered by you attributable to an authorised user’s failure to maintain the confidentiality of their credentials.

 

7.     Services

7.1        Grant of license. We grant you a limited, non-exclusive, non-transferrable, revocable license to use our services in accordance with the terms and the terms of any third party software license agreement. Any person wishing to use the services contrary to the terms or third party software license agreement must obtain our prior written consent.

7.2        Consent to monitoring. You consent to us monitoring your use of the service for security purposes and in order to ensure that the service is always running and functioning as it should.

7.3        Service levels. We will provide the services to you at the service levels.

 

8.     Your data

8.1        Your data. We are not responsible for any of your data stored on our system.

8.2        Location of your data. We are able to provide the website in multiple locations that are located in different countries. Your data will remain in whatever location you place it, unless we need to transfer it across a country border to enable us to comply with our obligations under the agreement.

8.3        Privacy and protection of personal information.

·          Legal obligations. We are responsible for complying with our obligations and you are responsible for complying with your obligations under applicable laws governing your data. We both acknowledge that we are not investigating the steps the other is taking to comply with any applicable privacy and protection of personal information laws.

·          Responsible party. You remain the responsible party for determining the purpose and means of our processing of your data, including that processing will not place us in breach of any laws.

·          Trans-border flows of your data. You consent to us transferring your data across a country border to enable us to comply with our obligations under the agreement. You are solely responsible for determining that any transfer of your data across a country border complies with the applicable laws.

·          Indemnity. You agree to indemnify, defend, and hold us harmless (and those related to us and our personnel, co-branders or other partners) from and against any claim, demand, loss, damage, cost, or liability (including legal costs) arising out of or relating to you failing to comply with your obligations under this clause. If permissible under applicable law, legal costs will be on an attorney and own client basis.

8.4        Access. On a party’s reasonable written request, the other party will provide the requesting party with the information that it has regarding your data and its processing that is necessary to enable the requesting party to comply with its obligations under this clause and the applicable laws. The requesting party will reimburse the other party for its reasonable charges for its assistance.

8.5        Preservation of integrity of your data. Both of us will take reasonable precautions (having regard to the nature of each of our obligations under the agreement), to preserve the integrity of your data and prevent any unauthorised access, corruption or loss of your data.

8.6        Records. You agree that our records are prima facie evidence of the services supplied to you.

8.7        Return of data. On termination of any order, each party will return to the other party in the form in which it was received all of the other party’s data or information provided to the party for the purpose of the performance of the relevant order.

 

9.     Intellectual property

9.1        Your data. You own all your data. We do not own your data or other third party content used as part of the website. All title, ownership rights and intellectual property rights in and to the content accessed through the website belong to you or the applicable content owner and may be protected by applicable copyright or other law.

9.2        Your data license. When you upload your data to the system, you give us a worldwide license to use, host and store your data, solely for purposes of providing the services

9.3        Retention of rights. We have created, acquired or otherwise obtained rights in our technology and despite anything contained in the agreement, we will own all right, title, and interest in our technology.

9.4        Use of our technology. If we utilise any of our technology in connection with our performance under an order, our technology will remain our property and you will not acquire any right or interest in it.

9.5        Trademarks. Our logo and sub-logos, marks, and trade names are our trademarks and no person may use them without permission. Any other trademark or trade name that may appear on our marketing material is the property of its respective owner.

9.6        Restrictions. Except as expressly permitted under the agreement, the website may not be:

·          modified, distributed, or used to make derivative works;

·          rented, leased, loaned, sold or assigned;

·          decompiled, reverse engineered, or copied; or

·          reproduced, transferred, or distributed.

9.7        Prosecution. All violations of proprietary rights or the agreement will be prosecuted to the fullest extent permissible under applicable law.

 

10.   Our warranties

10.1      Service warranties. We warrant that in relation to the services:

·          We and our personnel will possess and have the right to use knowledge and expertise sufficient to enable us to provide the services.

·          We will employ a sufficient number of suitably trained personnel to provide the services and to achieve the service levels;

·          We will provide the services in accordance with all applicable laws, enactments, and regulations.

10.2      General warranties. We warrant further that:

·          We have the legal right and full power and authority to execute and deliver, and to exercise our rights and perform our obligations under the agreement;

·          We and our personnel will not knowingly introduce any malicious software into your material or your system.

 

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