TERMS AND CONDITIONS

1. WHO WE ARE

https://www.shop2shop.co.za and the Shop2Shop mobile and desktop applications and payment solution services (together, the “Platform”) are owned and operated by Shop2Shop Proprietary Limited (Registration No. 2005/034270/07). Our group companies (Shop2Shop Money Transfer and Shop2Shop Finance) also offer money transfer services, discounting agreements and merchant advance products. (We are referred to as “Shop2Shop” (also “we”, “us”, “our”), and the entities are all private company/ies incorporated in the Republic of South Africa, with its main place of business at 17 New Church Street, Cape Town.

2. DEFINITIONS

    • In these terms, where we refer to:
        • “Acquiring Bank” means Nedbank and/or Retail Assist and/or any other bank with which we may establish an acquiring relationship;
        • “Association Rules” means the by-laws, rules, and regulations published and updated by the Associations from time to time;
        • “Associations” mean the card associations supported by the Acquiring Banks from time to time for the purposes of processing transactions which include but are not limited to MasterCard and Visa;
        • “Device”, means a Shop2Shop tap2pay card payment device, which device is used to accept Visa, Mastercard, SASSA and other card payments;
        • “IDC”, means an independent distribution center (also known as a cash & carry) who is registered as such on the Platform;
        • “Intellectual Property“, means the intellectual property rights, title, and interest in and to the Platform and the Shop2Shop System, including the Manual, videos, 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 an equivalent or similar effect to any of these which may subsist anywhere in the world;
        • “PASA” means Payments Association of South Africa ;
        • “Safe”, means a Shop2Shop smart safe cash management device, which collects, validates, records, and stores cash;
        • “Supplier”, means a person who is registered as such on the Platform; and
        • “Shop”, means a person who is registered as such on the Platform.
        • “Transaction/s” means a financial transaction arising from the proper acceptance of a card or account.
        • “VAS” means vouchers for value-added services and includes electricity, airtime, wifi, data, etc, and can be sold through an Easyload voucher or a Shop2Shop supported VAS vending application including Profit+.
    • 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.

3. 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:
      • make or receive payments on the Platform for goods sold or purchased;
      • sell vouchers;
      • safely and securely collect payments from customers via Devices;
      • apply for merchant advances or discounting facilities;
      • perform money transfer services; 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 ensure you 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.

4. 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.shop2shop.co.za/media-center/).
    • On registration, you will be required to submit your identity documentation as per our Know-Your-Customer policy (“KYC Policy”). 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. Until we have verified your identity in accordance with our KYC Policy, your Trading Account may be on viewer status (meaning you cannot transact on the 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. Shop2Shop shall not be held liable for any loss or damage that You may suffer as a result of unauthorised access and use of the Trading Account using your login credentials.
    • You must notify us immediately if you have reason to think that someone else has obtained access to your Trading Account Details.
    • In creating a 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.

5. 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, your 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).

6. 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.

7. RULES RELATING TO THE USE OF THE PLATFORM

7.1 In using the Shop2Shop System, you must not:

7.1.1 breach any applicable laws, including the Consumer Protection Act, 2008;

7.1.2. breach these terms or the Manual;

7.1.3. upload material to the Platform which is threatening, abusive, defamatory, obscene, indecent or otherwise inappropriate;

7.1.4. market your product/s in a misleading, fraudulent way, or in a manner that may reasonably be regarded as deceptive;

7.1.5. send any communication or submit any information to us or another Shop2Shop System user that is false, misleading, or deceptive;

7.1.6. infringe the rights of any third party;

7.1.7. disassemble, decompile, reverse-engineer, or create derivative works based on the whole or any part of the Shop2Shop System;

7.1.8. distribute spam, chain letters, or promote pyramid schemes;

7.1.9. distribute viruses or other harmful technology with may cause harm to us, the Shop2Shop System, other users or any other person;

7.1.10. attempt to impose or contribute to imposing an unreasonable load on our infrastructure or interfere with the proper working of the Shop2Shop System;

7.1.11. copy, modify, or distribute our, or any other person’s content without their consent;

7.1.12. harvest or otherwise collect information about other users, without their consent;

7.1.13. copy, modify, or distribute rights or content from the Shop2Shop System;

7.1.14. bypass any security measures on the Platform and/or in respect of the Shop2Shop System;

7.1.15. perpetuate any conduct that constitutes any fraudulent activities, money laundering, terrorist financing, corruption or any other criminal activity, illegal use, or abuse of the Shop2Shop System.

7.2. 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.

7.3. Where we or another user erroneously credited your Trading Account, we may in our sole and absolute discretion have the right to debit your Trading Account with the full amount or enter into payment arrangements to debit your Trading Account until the full amount has been settled.

7.4. We may in our sole and absolute discretion have the right to reverse or suspend any fraudulent transaction performed on the Platform and/or the Shop2Shop System. You will have no legal recourse against us and we will have the right to recover any and all costs incurred by us, as a result of such reversal or suspension from You. Further to the aforesaid, Your access to the Shop2Shop System will be terminated with immediate effect and will be reported to the relevant authorities and you will be prosecuted.

7.5. 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.

7.6. Should You violate 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

7.7. The following items are prohibited from being sold via the Platform:

7.7.1. items which are illegal and/or prohibited by law;

7.7.2. weapons or ammunition of any kind;

7.7.3. alcohol and/or tobacco products, without the appropriate license/s;

7.7.4. any item which may violate any person’s rights (including intellectual property rights); and/or

7.7.5. any other items which we deem to be dangerous or inappropriate for sale via the Platform, acting in our sole discretion.

8. RULES RELATING TO THE USE OF THE TAP2PAY DEVICE

8.1. In its role as a Payment Facilitator, Shop2Shop has entered into agreements with the Associations, the Acquiring Bank and other third party service providers.

8.2. The Associations and PASA require that the Merchant, Shop2Shop and the Acquiring Bank comply with the Card Processing Rules as provided by the Associations and PASA, which may be amended from time to time. By entering into this Agreement, the Merchant agrees to be bound, at all times, to this Agreement and the Card Processing Rules.

8.3. When using the Device, You act as a merchant. This clause will apply once You are approved to act as a merchant or once you use the Device.

8.4. You acknowledge that Your Device will only be linked upon being successfully KYC’d and screened in accordance with the Rules and Regulations.

8.5. You and Your contracted agents warrant that You have not been terminated from settlement of Card transactions by any Association, financial institution or determined to be in violation of any of the rules and regulations of the Associations unless disclosed to us in writing.

8.6. You and Your contracted agents agree to comply with, and be subject to, all of the rules and regulations of Shop2Shop (and its Acquiring Bank/s), the Associations as they exist now, and may be modified or changed from time to time (hereinafter the “Rules and Regulations”);

8.7. You acknowledge that any violation of the Rules and Regulations shall constitute a material breach of the Agreement and may, at our sole and absolute discretion, constitute grounds for terminating this Agreement;

8.8. You agree to conform Your IT infrastructure to the minimum baseline security as prescribed by the Associations and disclose the state of the IT infrastructure and level of security to us if requested;

8.9. You agree not to use Your own merchant accounts for personal card transactions;

8.10. You agree to conduct regular monitoring of Your sponsored merchants’ business with a view to inhibit any illegal activity or changes in business activities;

8.11. You shall honour, in accordance with the terms and conditions of this Agreement and in accordance with all Association Rules and Regulations in existence at the time of the transaction, without discrimination, all Association credit cards when properly presented as payment through the internet by Your customers in connection with bona fide, legal transactions.

8.12. You shall not process card transaction that You know or suspect to be (i) fraudulent or (ii) not authorised by the cardholder or (iii) illegal or (iv) prohibited or non-compliant with the obligations set out in the Association and/or PASA Rule (a’’ referred to as an “Invalid Transaction”). With respect to this requirement, You will be responsible for the action of Your employees while acting in Your employ or in the course of this employment or on the occasion or for the purpose of his employment, even if the employee has exceeded the powers conferred upon him or has even acted contrary to or in breach of the order or instructions given to him by You or Your officers or agents. You must be able to prove, by evidence of a terminal capture that the Card was present at the time of a sale. Should a Transaction be regarded as an Invalid Transaction or incomplete, Shop2Shop has the right to charge each such Invalid Transaction or incomplete Transaction back to You and then You will be held liable for all losses incurred as a result of the Invalid Transaction or incomplete Transaction. Shop2Shop further has the right to immediately terminate the Agreement.

8.13. Unless required by law, You shall not, under any circumstances retain any cardholder data, including CVV/CVC/4DBC number, the expiry date of the card, or the card number. You may not sell, purchase, provide or otherwise disclose transaction information or other personal information to anyone. The Merchant must keep all systems and media containing information in a which is manner secure and have in place sufficient and continuous safeguards in place so as to prevent access by or disclosure to any unauthorised party. The Merchant must destroy all information not necessary to retain, in a manner that will render the data unreadable.

8.14. If an account compromise occurs, the Merchant must notify us immediately.

8.15. The Merchant warrants that the business it operates for purposes of Device, is a bona fide business, as disclosed to Shop2Shop and verified by Shop2Shop during the onboarding process.

8.16. The Merchant shall ensure that it complies with the Payment Card Industry Data Security Standards.

8.17. The Merchant warrants that its business does not constitute any of the following designated prohibited industries:

8.17.1. Government controlled;

8.17.2. Illegal businesses and activities according to the laws and regulations governing the S/E (service establishment or Customers);

8.17.3. Gambling (including casino chips, gambling services, internet casino sites, and Bingo);

8.17.4. Lottery Sales;

8.17.5. Collection Agencies (receivable on Card);

8.17.6. Credit Restoration Services;

8.17.7 Prostitution (including S/Es involved in prostitution such as unlicensed massage parlours and escort services);

8.17.8. Internet adult digital content.

8.18 The Merchant acknowledges that it is specifically prohibited from engaging in any of the following brand-damaging activities:

8.18.1 An increase in card-not-present transactions, a range of illegal products, and deceptive marketing practices that expose Shop2Shop, its Acquiring banks, or the Association to regulatory, financial, litigation, and brand risk. Threats come from a variety of sources including but not limited to:

8.18.1.1. The sales of infringing products;

8.18.1.2. Unlawful sales of pharmaceutical products;

8.18.1.3. Unlawful sales of tobacco and electronic smokeless tobacco products;

8.18.1.4. Prohibited gambling activities;

8.18.1.5. Engaging in activities or practices that are deceptive or misleading or that reflect unfavourably upon the good name, goodwill, reputation or image of any of the Associations or that in any way are contrary to applicable law;

8.18.1.6. Transactions related to child pornography, bestiality, or rape.

8.19 Your obligations

You undertake to:

8.19.1. Obtain and familiarise yourself with the Association Rules that are published by the Associations from time to time;

8.19.2. accept all Cards presented to the Merchant by a Customer for goods and/or services;

8.19.3. comply with all the applicable laws including the Association Rules;

8.19.4. comply with all Shop2Shop rules, manuals, policies, and processes related to the Shop2Shop ecosystem;

8.19.5. provide Shop2Shop with all reports and documents or information as may be required in terms of any applicable laws and/or the Association Rules;

8.19.6. make sure that all Your personnel who process Transactions are sufficiently trained and skilled to do so;

8.19.7. not process any Transaction that does not relate to a genuine and legal transaction for goods and/or services;

8.19.8. only process Transactions that are in amounts denominated in South African Rand;

8.19.9. accept each valid Card that is presented to it by the rightful Cardholder in payment for goods and/or services;

8.19.10. not add any extra charges or set any minimum or maximum Transaction amount for any particular Transaction;

8.19.11. retain a copy of both the signed and the unsigned sales voucher along with the receipt for a period of at least 180 (one hundred and eighty) days from the date of the transaction;

8.19.12. obtain our approval to relocate the Device to an address other than what has been registered on your profile;

8.19.13. only use the Device to process Transactions for the entity whose details are registered on the profile. We may hold You liable for any claims made against us or losses incurred if You allow other non-contracted entity (ies) and/or third party (ies) to use the Device;

8.19.14. ensure that each voucher issued by the Merchant carries the Transaction date and includes sufficient details to identify the Transaction;

8.19.15. not sell, store, provide, exchange, or divulge any information relating to the card and/or the Customer;

8.19.16. not allow a Customer to split Transactions;

8.19.17. not charge parts of a single Transaction on different dates in order to bypass authorisation or take any other measures that would have this effect;

8.20 The floor limit for electronically processed credit card Transactions will be R 0.00 The floor limit for debit card and manual transactions is R 0.00.

8.21 Refund procedure

8.21.1. If You are of the reasonable opinion that the Customer is entitled to a refund or a refund is requested by a Customer, You are required to process the refund transaction through the Device with the card present.

8.21.2. You may not give the credit card Customer a cash refund. Any refund may only take place with the original card present and may not be refunded using a different bank card.

8.21.3. The amount of any refund is calculated as of the refund date and has to take into account the prevailing exchange rate (where applicable) less any fees applicable at the time.

8.22 You will not conduct any fraudulent transactions, which include but will not be limited to:

8.22.1 any purchase and/or Transaction arising from the use of a card or card number by a person other than the authorised cardholder;

8.22.2 acceptance of a card which has not been issued by a bona fide credit card issuer (i.e. VISA, MasterCard, American Express, Diners Club International or UnionPay International or any other globally accepted association);

8.22.3 use of a card that is not authorised in terms of the Rules and Regulations.

8.23 The Merchant must ensure that the following process relating to EMV chip transactions takes place:

8.23.1 the cardholder shall be present when the card is being processed and verify the transaction by entering his/her valid PIN on the Device or PED;

8.23.2 transactions may be processed online or offline by inserting the chip card in the Device; and

8.23.3 An EMV transaction will be incomplete under one or more of the following circumstances:

8.23.3.1 if the card is removed out of the slot before the transaction is completed;

8.23.3.2 if the chip technology fails during the transaction; and

8.23.3.3 if the telecoms are interrupted during the transaction flow.

8.24 You will maintain a chargeback ratio, as set out in the Rules and Regulations.

8.25 The Merchant will only contract with service providers who have been approved by Shop2Shop or its Acquiring Banks.

8.26 Merchant conducts business within the Republic of South Africa.

8.27 The Merchant warrants that it is not a reseller or a Payment Facilitator, as defined on the Rules and Regulations.

8.28 The Merchant acknowledges that if for whatever reason Shop2Shop is deregistered this Agreement shall be terminated with immediate effect.

8.29 The Merchant acknowledges that Shop2Shop’s Acquiring banks and/or the Associations have the right to terminate this Agreement at any time, either on notice or with immediate effect.

9. TERMS APPLICABLE TO MERCHANT ADVANCE

9.1 In addition to the others defined in these terms, for purposes of this section, the following words have the meanings set forth in this section:

9.1.1. “Agreement” means these terms and conditions;

9.1.2. “Discounted Price” means the amount payable by Shop2Shop to the Merchant as consideration for the purchase and cession of the Receivables which amount is as set out in Offer;

9.1.3. “Discounting Service Fee” means the fee charged by Shop2Shop to the Merchant and recorded in clause 9.3 below and the Offer;

9.1.4. “Due Date” means the date/s specified in the Offer;

9.1.5. “Merchant” means You, the trader;

9.1.6. “Parties” means the Merchant and Shop2Shop;

9.1.7. “Payment Date” means the day after the date on which Shop2Shop pays the Discounted Price to the Merchant;

9.1.8. “Prime Rate” means the publicly quoted rate of interest as certified by any manager (whose appointment or authority or designation it shall not be necessary to prove) of the Standard Bank of South Africa Limited as being the prime lending rate at which it lends in South African rand;

9.1.9. “Principal Obligation” means an amount equivalent to the value of the Receivables together with any outstanding fees due by the Merchant to Shop2Shop in terms of the Agreement, including the Discounting Service Fees;

9.1.10. “Receivables” means the Merchant’s future receivables collected by means of payments processed through the Device and the Safe after the collection of such funds. The quantum of the receivables is stated in the Offer;

9.1.11. “Repayment Date” means the date on which the Principal Obligation has been discharged;

9.1.12. “Signature Date” means the date on which the last-signing party signed the Offer;

9.1.13. “Supplier” means a supplier of goods and services who has a Trading Account;

9.1.14. “VAT” means value-added tax;

9.1.15. “VAT Act” means the Value-Added Tax Act 89 of 1991.

9.2 Recordal

9.2.1. The Merchant wishes to make use of Supplier discounts as and when they arise.

9.2.2. The Merchant often does not have sufficient funds to make the bulk purchases required to benefit from the Supplier discounts.

9.2.3. Shop2Shop wishes to provide the Merchant with funds to make use of Supplier discounts.

9.2.4. In return for the provision of such funds, Shop2Shop will purchase the Receivables from the Merchant in accordance with the terms and conditions set out in the Agreement, for the Discounted Price.

9.2.5. In addition, the Merchant will be obliged to pay the Discounting Service Fee, as compensation for the purchase of the Receivables.

9.3 Discounting Service Fee

9.3.1. The Merchant shall pay Shop2Shop a Discounting Service Fee calculated at the specified per cent (as displayed on the Offer) per day of the Discounted Price from the date the Discounted Price is paid to the Merchant excluding VAT until payment of all amounts outstanding in terms of the Agreement have been made.

9.3.2. The Discounting Service Fee shall be on a daily basis until the earlier of the Payment Date or the Repayment Date.

9.3.3. The final Discounting Service Fee shall be payable on the earlier of the Payment Date or the Repayment Date.

9.3.4. Each Discounting Service Fee will be payable by the Merchant as set out on the Offer and as displayed on the Platform from, and the calculations thereon shall be prima facie (on the face of it) proof of the amount due.

9.4 Value-Added Tax

9.4.1. All the amounts payable in terms of the Agreement are reflected exclusive of VAT. Where an amount is subject to VAT, the VAT at the applicable rate will be payable to the Party concerned in addition to the amount, upon presentation of a tax invoice as contemplated by the VAT Act.

9.5 Sale

9.5.1. The Merchant hereby sells and Shop2Shop hereby purchases the Receivables at the Discounted Price, it being agreed that ownership of the Receivables will be transferred to Shop2Shop immediately upon payment of the Discounted Price by Shop2Shop to the Merchant without any further action required by either of the Parties.

9.5.2. The Discounted Price shall be paid by Shop2Shop to the Merchant’s Trading Account on the Due Date/s on condition that Shop2Shop has not elected to resile from the Agreement, for whatever reason, including but not limited to an adverse check as set out in clause 15.1 below.

9.5.3. Upon payment of the Discounted Price, Shop2Shop will be the full legal owner of (and, without limitation, shall be entitled to exercise all rights in respect of):

9.5.3.1. the Receivables;

9.5.3.2. all ancillary contracts and related security (if any) relating to the Receivables; and

9.5.3.3. all rights to any payments due to the Merchant relating to the Receivables.

9.6 Cession

9.6.1. Pursuant to the sale in clause 9.5 above, the Merchant hereby irrevocably cedes and transfers and makes over his right, title and interest in the Receivables to Shop2Shop and Shop2Shop hereby accepts the cession and transfer of the right, title and interest in the Receivables.

9.6.2. All of the Merchant’s present and future right, title and interest in and to the relevant Receivables, including, without limitation:

9.6.2.1 all amounts due or becoming due with respect to the Receivable;

9.6.2.2. all rights to sue on all undertakings and obligations in favour of the Merchant under the relevant Receivable;

9.6.2.3. all rights to exercise all powers of the Merchant in relation to the relevant Receivable and all rights to exercise any right of action against any other person in connection with the relevant Receivable;

9.6.2.4. all ancillary contracts and related security (if any) relating to the relevant Receivable; and

9.6.2.5 all rights to any payments due to the Merchant relating to the relevant Receivable,

are hereby ceded by the Merchant to Shop2Shop.

9.7 Warranties

9.7.1 The Merchant warrants in favour of Shop2Shop that:

9.7.1.1. no third party has or will have any claim to the Receivables;

9.7.1.2. the Merchant does not owe any money to the South African Revenue Services;

9.7.1.3. the Merchant is not insolvent and it has no civil judgments against it, nor are any such proceedings pending.

9.7.2 The Merchant hereby acknowledges and agrees that:

9.7.2.1 all of the warranties are material; and

9.7.2.2 Shop2Shop would not have entered into the transaction had the warranties not been given.

9.7.3 These warranties are in addition to any other warranties provided by the Merchant to Shop2Shop.

9.8 Breach

9.8.1 The Merchant shall be deemed to be in breach of the Agreement if:

9.8.1.1. the Merchant breaches any of the terms of the Agreement;

9.8.1.2. the Receivables are paid to any party other than Shop2Shop while the Principal Obligation or a portion thereof is still outstanding to Shop2Shop;

9.8.1.3. any judgment or order is made against the Merchant for an amount in excess of R 10,000.00 (ten thousand rand);

9.8.1.4. a creditor attaches or takes possession of, or a distress, execution, sequestration or other similar process for the enforcement of creditors’ rights is levied or enforced upon or against any material part of the assets, rights or income of the Merchant;

9.8.1.5. the Merchant becomes insolvent or stops or suspends payment of, or admits inability to pay, his debts generally as and when they fall due or becomes insolvent or unable to pay his debts as and when they fall due or commences negotiations with his creditors generally with a view to the general readjustment or re-scheduling of all or part of his indebtedness to such creditors or proposes or enters into any composition or other arrangement for the benefit of his creditors generally, or proceedings are commenced in relation to the Merchant under any law, regulation or procedure relating to the reconstruction or readjustment of debts;

9.8.1.6. the Merchant takes any action or any legal proceedings are started or other steps are taken by a party (including the presentation of petition) for (or for the consideration of):

9.8.1.6.1. the Merchant to be adjudicated or found bankrupt or insolvent; or

9.8.1.6.2. the appointment of a liquidator, trustee, receiver, administrator, business rescue practitioner or similar officer of the Merchant;

9.8.1.6.3. any indebtedness of the Merchant in an amount equal to or in excess of R 10,000.00 (ten thousand Rand) becomes capable of being declared due prior to the date on which it would otherwise have become due;

9.8.1.6.4. the Merchant commits any act which is an act of insolvency as contemplated by section 8 of the Insolvency Act 24 of 1936; or

9.8.1.6.5 all or a material part of the assets, rights, or income of the Merchant are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government entity.

10. TERMS APPLICABLE TO SELLING VAS ON PROFIT +

10.1. In addition to the other defined in these terms, for purposes of this section, the following words have the meanings set forth in this section:

10.1.1.“Commission” means your earnings for selling VAS, calculated as a percentage (as agreed between you and the Profit+ Re-seller) of the face value of the VAS products sold by You through Profit +, which Commission will be paid into your Profit+ Account;

10.1.2. Profit+ Account means the account you use to buy VAS through Profit+ to on sell to consumers and where you receive the proceeds from selling it to consumers as well as receiving your Commission;

10.3. “Profit+ Reseller” means a third party who has been registered as a Profit+ Reseller and who has the ability to register the Shop on Profit+ to enable the Shop to vend VAS on Profit+;

10.4. “Profit+” means a mobile vending application which can be white labeled and be branded either as Profit+ or another third-party brand, loaded onto a Device that provides You with the opportunity to earn additional commission when selling VAS through Profit+ to an end-user/consumer VAS.

10.2. You will earn Commission, which is calculated on the full-face value of the VAS product. Where required (for example because of commercial reasons, because of network rate fee changes etc) the commission rate payable to You may be changed at any time. Rate changes will be communicated to you by the Profit+ Reseller or via Profit+

10.3. The Commission shall be inclusive of Value-Added Tax.

10.4. The Profit+ Reseller, who signs You up for Profit+, will create your Profit + profile, using your mobile number and all required information.

10.5. You must keep your Profit+ Account details confidential. You are responsible for all changes and updates submitted through your Profit + Account, and all activities and transactions that occur in connection with your Profit+ Account.

10.6. The Profit+ Account will indicate the balance of your Profit+ Account (“Balance”). This Balance reflects the amount in your Profit+ Account, which equals the Commission earned plus any top-ups that are done via the Profit+ minus sales of VAS. The Commission or Balance cannot be transferred out of the Profit+ Account but can be used to vend VAS.

10.7. The Commission calculation methods or rates may be changed at any time.

10.8 You may only use Profit+ for lawful purposes.

11. INTELLECTUAL PROPERTY

11.1. 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.

11.2. 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-license or allow third-party access to, any of the Intellectual Property.

11.3. 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.

12. PRIVACY AND PERSONAL INFORMATION

12.1. For the purposes of this clause 12:

12.1.1.“Data Protection Legislation” means all data protection legislation applicable to Your use of the Shop2Shop System including, POPI;

12.1.2. “Personal Information” has the meaning ascribed to it in POPI; and

12.1.3. “POPI” means the Protection of Personal Information Act, 2013.

12.2. 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.

12.3. In processing Your Personal Information, we undertake to:

12.3.1. comply with all Data Protection Legislation;

12.3.2. use best commercial endeavours to prevent a data security breach;

12.3.3.maintain appropriate technical and organisational security measures to protect the security of Personal Information, having considered the:

12.3.3.1 nature of the Personal Information;

12.3.3.2. harm that might result from loss of the Personal Information;

12.3.3.3. state of technological development; and

12.3.3.4. cost of implementing any measures;

12.3.4. notify You on becoming aware of any data security breach pertaining to Your Personal Information.

12.4. 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.

12.5 We may process your Personal Information for, amongst others, the following reasons:

12.5.1. provide the Shop2Shop System to You;

12.5.2. to conduct a credit enquiry about You with any credit bureau or credit provider;

12.5.3. for our business administration purposes;

12.5.4. to improve the Shop2Shop System; and

12.5.5. to market our products and services to You, in accordance with applicable Data Protection Legislation.

12.6. 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.

13. CONFIDENTIALITY

13.1. 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“).

13.2. 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.

13.3. You must, timeously on request from us, return or delete all Confidential Information belonging to us.

13.4. The provisions of this clause will survive the termination of our relationship for any reason whatsoever.

14. TERMINATION & SUSPENSION

14.1 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:

14.1.1. we have reason to believe that the Shop2Shop System has been or is likely to be misused;

14.1.2. we suspect any illegal use of the Shop2Shop System and/or its functionalities;

14.1.3. You have provided us with false or inaccurate information;

14.1.4. You fail and/or refuse to follow these terms, the Manual, or other instructions from us;

14.1.5. You are in breach of these terms, the Manual, or the provisions of any other agreement between us;

14.1.6. we are required to, by law; or

14.1.7. if we need to protect our interests or the interests of a third party.

14.2. 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.

14.3. You may also terminate Your relationship with us with immediate effect upon written notice to You.

14.4. 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.

15. LIMITATION OF LIABILITY & INDEMNITY

15.1. 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.

15.2. 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.

15.3. 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.

15.4. 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.

16. GENERAL

16.1. You agree that we may make inquiries to confirm any information provided to us by You and that we may verify the information and obtain additional information from any registered credit bureau or any other permissible third party source (including your bank, Dow Jones, Lexis Nexis, Secure Citizen, CIPC), when assessing the information provided, assessing your application to use Shop2Shop services or monitoring Your continuous access to our services. This information will be used to comply with our legal obligations (for example, verifying the identity of our clients, to comply with anti-money laundering legislation, doing credit assessments and account management). Where we are required to do an account verification to verify that banking details provided by You, are correct, You hereby authorise such an enquiry. You furthermore consent to us submitting your information, including identity status, payment profile and default information and any other relevant information, to any credit bureaux and to allow us to release the information to third parties making enquiries to us regarding your process payment history or your identity.

16.2. 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.

16.3. 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

16.4. Should any dispute, disagreement, or claim arise between the parties concerning any aspect of these terms, the parties shall endeavour to resolve such dispute by negotiation. This shall entail either one of the parties inviting the other in writing to meet and to attempt to resolve the dispute within 14 (fourteen) days from the date of the written invitation. If the dispute has not been resolved by such negotiation within the 14 (fourteen) days, the dispute will be referred to arbitration in terms of the expedited rules of the Arbitration Foundation of the Republic of South Africa (“AFSA”). The arbitrator shall be appointed by AFSA and the unsuccessful Party shall pay the costs of the arbitration. The parties shall keep the fact that a dispute has arisen, the record of the arbitration proceedings, as well as the arbitrator’s decision, confidential. Notwithstanding the above provisions, the parties retain the right to institute action in any court of law with jurisdiction to obtain urgent, interim relief.

16.5. These terms and any agreement entered into pursuant hereto shall in all respects (including its existence, validity, interpretation, implementation, termination, and enforcement) be governed by the law of the Republic of South Africa and, subject to the procedure prescribed for resolving disputes in clause 15.4, the parties hereby consent and submit to the jurisdiction of the High Court in respect of any dispute or claim arising out of or in connection with this Agreement.

16.6. In the event that it is necessary for either of the parties to resort to litigation, the unsuccessful party shall pay the costs of the successful party on the attorney and own client scale.

16.7. A certificate issued by any manager of Shop2Shop or by Shop2Shop’s auditors shall constitute prima facie (on the face of it) proof of any amount payable by You to Shop2Shop in terms hereof and the fact that the same is due and payable for all purposes, including (but not limited to) provisional sentence and summary judgment. Any such person giving a certificate shall, if necessary, in turn, be entitled to rely on a certificate by the manager of Standard Bank in regard to the Prime Rate, which certificate shall constitute conclusive proof thereof.

16.8. To the extent permissible by law neither party shall be bound by any express or implied or tacit term, representation, warranty, promise, or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

16.9. No oral pactum de non petendo (agreement not to sue) shall be of any force or effect.

16.10. 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.