Terms and Conditions

  1. WHO WE ARE

https://www.shop2shop.co.za and the Shop2Shop mobile application (together, the “Platform”) are owned and operated by Shop2Shop Proprietary Limited (Registration No. 2005/034270/07) (“Shop2Shop”, “we”, “us”, “our”), a private company incorporated in the Republic of South Africa, with its main place of business at 17 New Church Street, Cape Town.

  1. DEFINITIONS
    • In these terms, where we refer to:
      • Device”, we refer to a Shop2Shop tap2pay card payment device, which device is used to accept Visa, Mastercard and SASSA card payments;
      • IDC”, we refer to an independent distribution centre (also known as a cash & carry) who is registered as such on the Platform;
      • Intellectual Property“, we refer to the intellectual property rights, title and interest in and to the Platform and the Shop2Shop System, including the Manual and all designs, patents, utility models, business and trade secrets, logos, images, trademarks and service marks, trade names, concepts, methods, techniques, processes, adaptations, ideas, copyrights, technical specifications, know-how, material and/or products, whether fully developed or otherwise, of which Shop2Shop is the owner from time to time, whether or not registered, and including applications for the registration of any of the aforementioned, and the right to apply for the registration of any of these, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
      • Safe”, we refer to a Shop2Shop smart safe cash management device, which collects, validates, records and stores cash;
      • Supplier”, we refer to a person who is registered as such on the Platform; and
      • Shop”, we refer to a person who is registered as such on the Platform.
    • A reference to:
      • a “person” includes a natural person, juristic person, trust, organisation, partnership, joint venture, syndicate, or any other association;
      • one gender includes all the genders;
      • the singular form of a word includes the plural, and the plural form of a word includes the singular;
      • a law or regulation is a reference to that law or regulation as amended from time to time;
      • the words “include”, “including” and “in particular” are by way of example only and shall not limit the generality of any preceding words; and
      • the words “other” and “otherwise” shall be interpreted as widely as possible and will not be limited by any preceding words.
  1. INTRODUCTION
    • Shop2Shop provides an integrated cash management, payment, and order processing ecosystem which, together with the Platform, enables IDCs, Shops and Suppliers to, amongst other things:
      • purchase and sell goods via the Platform;
      • safely and securely collect payments from customers via Devices; and
      • store cash in Safes,

(the “Shop2Shop System“)

  • These terms apply to all visitors to and users (“you”, “your”, “yours”) of the Platform and the Shop2Shop System and govern your relationship with Shop2Shop.
  • To use the Platform or the Shop2Shop System, you must first accept these terms. If you don’t understand or agree to any of the provisions of these terms, you must not register on the Platform or use the Shop2Shop System.
  • We may update these terms from time to time. The most recent version will always be available on the Platform. It is your responsibility to keep up to date and comply with the latest version of these terms. Your continued use of the Platform or the Shop2Shop System means that you have accepted such changes.
  • Please take special note of the paragraphs printed in bold as they may limit our responsibility or involve some risk for you.
  1. REGISTRATION AND ACCOUNTS
    • We have created a user manual (“Manual”) which explains, amongst other things, how to register on the Platform. The different types of transactions that can be performed via the Shop2Shop System will also be specified in the Manual. We may update this Manual from time to time as our service offering changes.
    • For more information about registering on the Platform and using the Shop2Shop System, you can view the ‘how to’ videos on our website (https://www.shoptoshop.co.za/videos/).
    • On registration, you will receive access to a dashboard on the Platform, through which you can access your Shop2Shop account (“Trading Account”). You will need to create a username and password (“Trading Account Details”) in order to access and use your Trading Account.
    • You must keep your Trading Account Details confidential. You are responsible for all changes and updates submitted through your Trading Account, and all activities and transactions that occur in connection with your Trading Account.
    • If another person gets hold of your Trading Account Details by whatever means, we will regard you as having authorised this person to access your Trading Account on your behalf, as your agent.
    • You must notify us immediately if you have reason to think that someone else has obtained access to your Trading Account Details.
    • In creating an Trading Account, you confirm that:
      • all information you have provided to us is true, accurate and up to date; and
      • you have all necessary licenses and approvals to conduct your business via the Shop2Shop System.
  1. TRADING ACCOUNT AND TRANSACTIONS
    • Your Trading Account will indicate the balance of your Shop2Shop trading account (“Balance”). This Balance reflects the amount of prepayments for goods and can only be utilised to pay for goods from IDCs and Suppliers. The Balance is not a store of value or a deposit/current account and can only be utilised in accordance with the Manual.
    • Shop2Shop is not a bank and does not conduct the business of a bank. Accordingly, your Trading Account is a prepayment for goods and may not be cashed out or redeemed at any stage. You may only buy goods from IDCs and Suppliers via the Shop2Shop System.
    • As you transact via your Trading Account, you Balance will increase and decrease by the amount of the relevant transaction (including the fees payable to us).
    • No reversal of a transaction or instruction is permitted once a transaction has been implemented or an instruction is provided to us.
    • We act as an intermediary only in respect of transactions entered into between users of the Shop2Shop System. Any agreement for the purchase and sale of goods via the Platform is a contract between the purchaser and the seller, and does not include us in any way. We are not responsible for the availability or quality of goods sold via the Platform.
    • Shop2Shop is an authorised Third Party Payment Provider, registered with the Payment Association of South Africa.
    • Shop2Shop is required to (and does) comply with Directive, 1 of 2007, within the National Payment System in Respect of Payments to Third Persons issued by the National Payment System Division of the South African Reserve Bank and published under General Notice 1110 in Government Gazette 30261 of 6 September 2007 (or any further applicable directive/s).
  2. NETWORK AND CONNECTIVITY
    • You will need network connectivity to access the Shop2Shop System. There will be a cost involved in this, and you are responsible for this cost.
    • We cannot guarantee the network infrastructure and internet access in the area where you operate, and we will not be liable for any damages or loss in this regard.
    • No internet transmission is fully secure or error free and your use of the Shop2Shop System is at your own risk. We will not be liable for any loss misuse, unauthorised access, disclosure, alteration and/or destruction in this regard, unless caused as a result of our gross negligence or wilful misconduct.
    • The Shop2Shop System may be offline for planned maintenance or for other unforeseen reasons from time to time, resulting in you not being able to access the Shop2Shop System. We will not be liable for any loss caused by the interruption of access to the Shop2Shop System.
  3. RULES RELATING TO THE USE OF THE PLATFORM
    • In using the Shop2Shop System, you must not:
      • breach any applicable laws, including the Consumer Protection Act, 2008;
      • breach these terms or the Manual;
      • upload material to the Platform which is threatening, abusive, defamatory, obscene, indecent or otherwise inappropriate;
      • market your product/s in a misleading, fraudulent way, or in a manner that may reasonably be regarded as deceptive;
      • send any communication or submit any information to us or another Shop2Shop System user which is false, misleading or deceptive;
      • infringe the rights of any third-party;
      • disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Shop2Shop System;
      • distribute spam, chain letters, or promote pyramid schemes;
      • distribute viruses or other harmful technology with may cause harm to us, the Shop2Shop System, other users or any other person;
      • attempt to impose or contribute to imposing an unreasonable load on our infrastructure or interfere with the proper working of the Shop2Shop System;
      • copy, modify, or distribute our, or any other person’s content without their consent;
      • harvest or otherwise collect information about other users, without their consent;
      • copy, modify or distribute rights or content from the Shop2Shop System;
      • bypass any security measures on the Platform and/or in respect of the Shop2Shop System;
    • You agree to defend us against any claims or legal proceedings against us as a result of you breaching any part of these terms and/or the Manual.
    • When posting content on the Platform, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty free, transferable right to exercise any and all copyright, publicity, trademarks, design, database and intellectual property rights to that content.
    • Should you violate of any aspect of these terms and/or the Manual, we may remove your Trading Account (permanently or temporarily) and/or take any other steps we deem necessary and
    • The following items are prohibited from being sold via the Platform:
      • items which are illegal and/or prohibited by law;
      • weapons or ammunition of any kind;
      • alcohol and/or tobacco products, without the appropriate license/s;
      • any item which may violate any person’s rights (including intellectual property rights); and/or
      • any other items which we deem to be dangerous or inappropriate for sale via the Platform, acting in our sole discretion.
  1. INTELLECTUAL PROPERTY
    • All Intellectual Property will be the sole and exclusive property of Shop2Shop. You acknowledge, and warrant in favour of us, that you do not, and will not acquire, any right, title or interest in and to the Intellectual Property.
    • You will not use the Intellectual Property except as expressly set out in these terms or the Manual. You may not modify, sell, copy, sub-licence or allow third-party access to, any of the Intellectual Property.
    • You must ensure that all promotional and advertising material as may be provided by us to you from time to time, is always displayed in accordance with our directions and requirements.
  2. PRIVACY AND PERSONAL INFORMATION
    • For the purposes of this clause 11:
      • Data Protection Legislation” means all data protection legislation applicable to your use of the Shop2Shop System including, POPI;
      • Personal Information” has the meaning ascribed to it in POPI; and
      • POPI” means the Protection of Personal Information Act, 2013.
    • We will process Personal Information belonging to you from time to time in connection with your use of the Shop2Shop System. You hereby consent to us (including our principles, agents, employees and contractors) processing such Personal Information.
    • In processing your Personal Information, we undertake to:
      • comply with all Data Protection Legislation;
      • use best commercial endeavours to prevent a data security breach;
      • maintain appropriate technical and organisational security measures to protect the security of Personal Information, having considered the:
        • nature of the Personal Information;
        • harm that might result from loss of the Personal Information;
        • state of technological development; and
        • cost of implementing any measures;
      • notify you on becoming aware of any data security breach.
    • To the extent that you are required to process Personal Information belonging to us and/or to any third parties pursuant to your use of the Shop2Shop System, you must ensure you do so only in accordance with applicable Data Protection Legislation. You must not, by act or omission, place us in violation of any Data Protection Legislation, and you indemnify us to the fullest extent permitted by law for any loss or damage which is caused to any person as a result of your non-compliance with applicable Data Protection Legislation.
    • We may process your Personal Information for, amongst others, the following reasons:
      • provide the Shop2Shop System to you;
      • to conduct a credit enquiry about you with any credit bureau or credit provider;
      • for our business administration purposes;
      • to improve the Shop2Shop System; and
      • to market our products and services to you, in accordance with applicable Data Protection Legislation.
    • We may store some information (commonly known as a “cookie“) on your device when you visit or access the Shop2Shop System. This enables us to recognise you during subsequent visits. The type of information gathered is non-personal (such as: the IP address of your computer, the date and time of the visit, which pages were browsed and whether the pages have been delivered successfully). Apart from merely establishing basic connectivity and communications, we may also use this data in aggregate form to develop customised services – tailored to your individual interests and needs. It is possible (depending on the browser you are using), to be prompted before accepting any cookies, or to prevent your browser from accepting any cookies at all. However, this may cause certain features of the Shop2Shop System to be inaccessible.
  3. CONFIDENTIALITY
    • You may, during the course of our relationship, acquire certain confidential information belonging to us, being information which is not readily available to our competitors in the ordinary, normal and regular course of business, and which is not readily accessible by or ascertainable to the general public, including information identified by us as confidential, and/or business, commercial (discounts, price lists, etc.), end-user, scientific and/or technical information (“Confidential Information“).
    • You will not, at any time, directly or indirectly, use, employ, exploit, divulge or disclose to others in any manner whatsoever any of our Confidential Information, without our prior written consent.
    • You must, timeously on request from us, return or delete all Confidential Information belonging to us.
    • The provisions of this clause will survive termination of our relationship for any reason whatsoever.
  4. TERMINATION AND SUSPENSION
    • We are entitled to cancel, terminate or suspend your use of the Shop2Shop System in respect of all transactions or selected types of transactions immediately, or any combination of these actions, as may be permissible in law, without prejudice to any of our other rights (that is, without barring or limiting any future action), if:
      • we have reason to believe that the Shop2Shop System has been or is likely to be misused;
      • we suspect any illegal use of the Shop2Shop System and/or its functionalities;
      • you have provided us with false or inaccurate information;
      • you fail and/or refuse to follow our these terms, the Manual or other instructions from us;
      • you are in breach of these terms, the Manual or the provisions of any other agreement between us;
      • we are required to, by law; or
      • if we need to protect our interests or the interests of a third party.
    • We reserve the right to terminate or suspend your access to the Shop2Shop System upon written notice, without any liability to you or any third party.
    • You may also terminate your relationship with us with immediate effect upon written notice to us.
    • Upon suspension/termination of your access to the Shop2Shop System, you will not be entitled to redeem your Balance thereof in cash but will be allowed to purchase goods via the Platform until the Balance is depleted.
  5. LIMITATION OF LIABILITY & INDEMNITY
    • We will not be liable to you if we cannot carry out our responsibilities under these terms as a result of any factors beyond our control. This includes, but is not limited to, any technical problems relating to cellular networks.
    • We will not in any circumstances be liable for any consequential or indirect losses, however these may arise, or for any other unusual losses. In particular, Shop2Shop shall not be liable for any financial loss, loss of business, profit, savings, revenue, or goodwill suffered or sustained by you howsoever arising.
    • We will not be liable for any claims, loss or damage resulting from claims that products or services sold via the Platform which are defective.
    • You indemnify Shop2Shop against any loss suffered by you, whether direct or consequential, or claims instituted against Shop2Shop by virtue of your use of the Shop2Shop System.
  6. GENERAL
    • You cannot, without our prior written consent, cede, delegate or sub-license all or any of your rights and/or obligations in terms of your contractual relationship with Shop2Shop to any third party. We may, without your prior written consent, cede, delegate or sub-license any or all of our rights and/or obligations in terms of our contractual relationship to any third party.
    • No indulgence, leniency, extension or waiver that we may grant you will be binding unless given by us in writing, nor will it in any way prejudice us or preclude us from exercising any of its rights in the future
    • These terms are governed by the laws of the Republic of South Africa.
    • If any provision of these terms becomes illegal, invalid or unenforceable, such provision shall be severed, to the extent of its illegality, invalidity or unenforceability, from the balance of these terms.