Terms and Conditions
UBU SOUTH AFRICA (PTY) LTD
WEBSITE TERMS AND CONDITIONSs
1. Thank you for visiting our Website. Please read these Website Terms and Conditions carefully. These Terms and Conditions govern your access to and use of our Website.
2. PLEASE NOTE THAT by making use of UBU South Africa (Pty) Ltd services and/or by registering an account on www.ubuinternational.com and/or related mobi-sites and software applications or any associated websites or mobile applications (herein after referred to as the “Website”), you agree that you have read, understood and accepted all of the terms and conditions displayed on our Website, including these Terms and Conditions as well as our Privacy Policy.
3. PLEASE NOTE FURTHER THAT if you have not read, understood or agreed with the Terms and Conditions, as published on our Website from time to time, you MUST immediately refrain from accessing and/or using and/or posting on www.ubuinternational.com and/or related mobi-sites and software applications.
4. Should you be unable to understand the contents of these Terms and Conditions or any other terms and conditions published on our site or have any queries please contact us on support@ubuinternational.com.
5. Definitions
5.1. Data Protection means the process of safeguarding important information from compromise or loss through compliance with the relevant legislation.
5.2. Electronic Communications and Transactions Act means the Electronic Communications Act 36 of 2005, as amended from time to time, and any regulations, as may be amended or replaced from time to time.
5.3. Electronic Communications means the emission, transmission, or reception of information, including without limitation, voice, sound, data, text, video, animation, visual images, moving images and pictures, signals, or a combination thereof.
5.4. Intellectual Property (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights.
5.5. Protection of Personal Information Act means Protection of Personal Information Act 4 of 2013 as amended from time to time, and any regulations, as may be amended or replaced from time to time.
5.6. Privacy Policy means our privacy policy which can be viewed (insert link).
5.7. Services means a list of all products and/or services provided or listed on our website.
5.8. Terms and Conditions means these terms and conditions as amended from time to time.
5.9. Third Party Websites means any websites or applications that are not in any way operated or controlled by UBU.
5.10. Trademark Material means any word, name, symbol, or design, or any combination thereof, used to identify and distinguish the goods of one manufacturer or seller from those of another and to indicate the source of the goods.
5.11. UBU, We, Us means UBU South Africa (Pty) Ltd.
5.12. Website means our website which may be accessed at ubuinternational.com. The website consists of our various webpages.
5.13. You, Your means a qualifying user of this Website.
6. Online services
6.1. Before you are entitled to use any of our services or products, you must register with us and we must accept your registration.
6.2. We may accept or reject your registration at our sole discretion and judgment without giving reasons. Once your application is accepted, it does not imply that we will not re-evaluate your application at a later time. We reserve the right to reject your application at any point in time, at our sole discretion.
6.3. PLEASE NOTE THAT for each service and product we offer, separate terms and conditions apply. If there is any difference between these Terms and Conditions and the specific terms and conditions of any service or product, those specific terms and conditions will apply.
7. Capacity to enter into agreements
7.1. You warrant to us that you are legally capable of agreeing to these Terms and Conditions and any other relevant terms and conditions as published on this Website from time to time.
7.2. If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding agreement, then you may use this Website only with the involvement and supervision of your parent or legal guardian. If your parent or legal guardian supervises you and gives his/her consent, then such person agrees to be bound to these Terms and Conditions and to be liable and responsible for you and all your obligations under these Terms and Conditions.
8. Your use of our Website
8.1. You may access and use this Website only for lawful purposes and only in accordance with these Terms and Conditions.
8.2. You agree that you will not in any way use any device, software, or other instrument to interfere or attempt to interfere with the proper working of this Website.
8.3. In addition, you agree that you will not in any way use any robot, spider, other automatic device, or manual process to monitor, copy, distribute or modify this Website or the information contained herein, without the prior written consent from us.
8.4. You may not at any time attempt or actually alter, reverse-engineer, modify, circumvent, amend, tamper with, or change any part of this Website and/or any security features of this Website.
8.5. You may not use this Website to distribute material which is defamatory, offensive, contains or amounts to hate speech or is otherwise unlawful.
8.6. You agree not to:
8.6.1. use this Website for illegal or inappropriate purposes;
8.6.2. interfere with or disrupt the proper operation of this Website;
8.6.3. attempt to gain unauthorised access to this Website, system, or any other part of this Website you do not have access rights to;
8.6.4. convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious, or otherwise objectionable or offensive material of any kind or nature.
9. Types of information on our Website
9.1. All information contained on this Website, or any related site, is only intended to provide you with general information about us, our products, our services, and our vision. Nothing on this Website should be construed or made out to be as an offer to you.
9.2. All information is provided “as is” and you should not rely on such information or treat it as advice. You should always consult with an appropriate person before doing anything based on any information on this Website.
10. Monitoring of the Website
10.1. UBU reserves the right, but does not undertake the obligation, to monitor the use of this Website and to investigate and take appropriate legal action against any party that uses our Website in violation of these Terms and Conditions.
11. Your privacy and security
11.1. We take your privacy and security of personal information very seriously.
11.2. By entering any and all personal information on this Website, registering with the Website, creating an account, making a purchase or by accepting this agreement, you consent to the processing of your personal information by UBU in terms of the Protection of Personal Information Act.
11.3. We respect your privacy and will take reasonable measures to protect it. The below terms and conditions relating to privacy must be read in conjunction with the Privacy Policy published on our Website from time to time.
11.4. Should you decide to register as a user on our Website, we may require you to provide us with personal information which includes but is not limited to:
11.4.1. your name and surname;
11.4.2. your email address;
11.4.3. your physical address;
11.4.4. your mobile number; and
11.4.5. your date of birth.
11.5. Should your personal information change, please inform us and provide us with updates to your personal information as soon as reasonably possible to enable us to update your personal information.
11.6. You may choose to provide additional personal information to us, in which event you agree to provide accurate and current information, and not to impersonate or misrepresent any person or entity or falsely state or otherwise misrepresent your affiliation with anyone or anything.
11.7. Subject to what is said below, we will not, without your express consent, use your personal information for any purpose other than as set out below:
11.7.1. in relation to the ordering, sale and delivery of goods or services;
11.7.2. to contact you regarding current or new goods or services or any other goods offered by us or any of our divisions, affiliates and/or partners (unless you have opted out from receiving marketing material from us);
11.7.3. to inform you of new features, special offers and promotional competitions offered by us or any of our divisions, affiliates and/or partners (unless you have opted out from receiving marketing material from us); and
11.7.4. to improve our product selection and your experience on our Website by, for example, monitoring your browsing habits, or tracking your sales on the Website.
11.8. Subject to what is said below, we will not, without your express consent, disclose your personal information to any third party other than to:
11.8.1. our employees and/or third party service providers who assist us to interact with you via our Website, email, or any other method, for the ordering of goods or services or when delivering goods or services to you, and thus need to know your personal information in order to assist them to communicate with you properly and efficiently;
11.8.2. our divisions, affiliates and/or partners (including their employees and/or third party service providers) in order for them to interact directly with you via email or any other method for purposes of sending you marketing material regarding any current or new goods or services, new features, special offers or promotional items offered by them (unless you have opted out from receiving marketing material from us);
11.8.3. law enforcement, government officials, fraud detection agencies or other third parties when we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report or support the investigation into suspected illegal activity, or to investigate violations of these Terms and Conditions;
11.8.4. our service providers (under contract with us) who help with parts of our business operations (fraud prevention, marketing, technology services etc). However, our contracts dictate that these service providers may only use your information in connection with the services they perform for us and not for their own benefit;
11.8.5. our third party service providers, in order for them to liaise directly with you regarding any faulty goods or services you have purchased which requires their involvement; and
11.8.6. our third party service providers for purposes of sending you an invoice for any goods or services purchased from such third party service providers.
11.9. We are entitled to use or disclose your personal information if such use or disclosure is required in order to comply with any applicable law, subpoena, order of court or legal process served on us, or to protect and defend our rights or property. In the event of a fraudulent online payment, we are entitled to disclose relevant personal information for criminal investigation purposes or in line with any other legal obligation for disclosure of the personal information which may be required of it.
11.10. We will:
11.10.1. treat your personal information as strictly confidential, save where we are entitled to share it as set out in this policy;
11.10.2. take appropriate technical and organisational measures to ensure that your personal information is kept secure and is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure, or access;
11.10.3. provide you with access to your personal information to view and/or update personal details;
11.10.4. promptly notify you if we become aware of any unauthorised use, disclosure, or processing of your personal information;
11.10.5. provide you with reasonable evidence of our compliance with our obligations under this policy on reasonable notice and request; and
11.10.6. upon your request, promptly return or destroy any and all of your personal information in our possession or control, save for that which we are legally obliged to retain.
11.11. We will not retain your personal information for longer than the period for which it was originally needed, unless we are required by law to do so, or you consent to us retaining such information for a longer period.
11.12. We undertake never to sell or make your personal information available to any third party other than as provided for in these Terms and Conditions and the published Privacy Policy.
11.13. Whilst we will do all things reasonably necessary to protect your rights of privacy, we cannot guarantee or accept any liability whatsoever for unauthorised or unlawful disclosures of your personal information, whilst in our possession, made by third parties who are not subject to our control, unless such disclosure is as a result of our gross negligence.
11.14. If you disclose your personal information to a third party, such as an entity which operates a website linked to this Website or anyone other than us, WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, HOWSOEVER ARISING, SUFFERED BY YOU AS A RESULT OF THE DISCLOSURE OF SUCH INFORMATION TO THE THIRD PARTY. This is because we do not regulate or control how that third party uses your personal information. You should always ensure that you read the privacy policy of any third party.
12. Linking to Third-Party Websites
12.1. This Website may contain links or references to other Websites (“Third Party Websites”) and services, and you agree that UBU provides links to and integrations with such Websites and services solely as a convenience and has no responsibility for the content or availability of such Websites or services.
12.2. The content contained in the Third Party Websites is the copyrighted work of its owner, who expressly retains all rights, title, and interest in and to the content including all Intellectual Property Rights.
12.3. These Terms and Conditions do not apply to those Third Party Websites and we are not responsible for the practices and/or privacy policies of those Third Party Websites or the “cookies” that those sites may use.
12.4. Notwithstanding the fact that this Website may refer to or provide links to Third Party Websites, your use of such Third Party Websites is entirely at your own risk and we are not responsible for any loss, expense, claim or damage, whether direct, indirect, or consequential, arising from your use of such Third Party Websites or your reliance on any information contained thereon.
12.5. We do not give any warranty about any other website, software, or hardware, including their security or performance.
13. Electronic communications
13.1. When you visit this Website or send emails to us, you consent to receive communications from us or any of our divisions, affiliates, or partners electronically in accordance with our Privacy Policy.
13.2. I hereby agree that UBU and any Third Party Vendor can communicate and market products and services to me.
13.3. I prefer to be contacted by the following methods (please choose at least one):
13.3.1. in app notifications
13.3.2. e-mail
13.3.3. SMS and MMS
14. Risk of sending information over the Internet
14.1. There is always a risk when sending information over the internet.
14.2. We take all reasonable steps to limit these risks, however, we cannot stop all illegal activities. We are not responsible for any loss or damage you may suffer as a result of sending information over the internet.
15. Our Intellectual Property
15.1. The contents of this Website, including any material, information, data, software, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs, and service marks which are displayed on or incorporated in this Website (“Website Content”) are protected by law, including but not limited to copyright and trade mark law. The Website Content is the property of UBU South Africa (Pty) Ltd, its advertisers and/or sponsors and/or is licensed to us.
15.2. You will not acquire any right, title, or interest in or to this Website or the Website Content.
15.3. You may view such content and copy it onto a computer or other device or storage media and you may print and make paper copies of it, but only if:
15.3.1. it is for the purposes of deciding or using our services or products;
15.3.2. it is not used for any commercial purposes; and
15.3.3. any copy of the content from any part of our Website must show our copyright notice.
15.4. Where any of the Website Content has been licensed to us or belongs to any third party, your rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time and you agree to comply with such third party terms and conditions.
16. Changes to these Terms and Conditions
16.1. We may, at our sole discretion, change any of these Terms and Conditions at any time.
16.2. It is your responsibility to regularly check these Terms and Conditions and make sure that you are satisfied with the changes. Should you not be satisfied, you must not continue to use the Website in any way.
16.3. Any such change will only apply to your use of this Website after the change is displayed on the Website. If you use the Website after such amended Terms and Conditions have been displayed on the Website, you will be deemed to have accepted such changes.
16.4. A certificate (letter) signed by the administrator of this Website is prima facie proof of the date and content of the latest and any previous versions of these Terms and Conditions and other Terms and Conditions published on this Website from time to time.
17. Availability, Closing, Suspending or Limiting the Website
17.1. We will use reasonable endeavours to maintain the availability of the Website, except for during scheduled maintenance periods.
17.2. We may, however, change, limit the functions, suspend, or close the Website temporarily or permanently without providing you with notice of our intention to do so.
17.3. Where your use of our Website is done through a Labelled Application of one of our Wallet Holders and not directly through the UBU Labelled Application, we reserve the right to close the Wallet Holder’s Labelled Application at any time and migrate your account to the UBU Labelled Application. You will be notified in writing of any migration and any value you have in your account will be transferred to the UBU Labelled Application.
17.4. We make no express or implied representation or warranty:
17.4.1. that the Website will be available for access at all times, or at any time on a continuous uninterrupted basis;
17.4.2. as to the operation, quality, or functionality of the Website;
17.4.3. that the Website will be free of errors or defects; and
17.4.4. that the Website is free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to your data or other property.
18. Disclaimer and limitation of responsibility
18.1. We cannot be held liable for any inaccurate information published on this Website and/or any incorrect prices or descriptions displayed on the Website, save where such liability arises from the gross negligence or wilful misconduct of us, our employees, agents, or authorised representatives.
18.2. WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES WHICH MIGHT ARISE FROM YOUR USE OF, OR RELIANCE UPON, THIS WEBSITE OR THE CONTENT CONTAINED ON THE WEBSITE; OR YOUR INABILITY TO USE THE WEBSITE, AND/OR UNLAWFUL ACTIVITY ON THE WEBSITE AND/OR ANY LINKED THIRD PARTY WEBSITE.
18.3. YOU HEREBY INDEMNIFY UBU SOUTH AFRICA (PTY) LTD AND ANY OF ITS ASSOCIATED COMPANIES AGAINST ANY LOSS, CLAIM OR DAMAGE WHICH MAY BE SUFFERED BY YOURSELF OR ANY THIRD PARTY ARISING IN ANY WAY FROM YOUR USE OF THIS WEBSITE AND/OR ANY LINKED THIRD PARTY WEBSITE.
19. How disputes will be resolved
19.1. Any dispute related to this Website or any of our services or products will be decided by arbitration unless either party applies for urgent action against the other.
19.2. Any arbitration will be held and dealt with in terms of the rules of the Arbitration Foundation of South Africa.
20. Governing law and jurisdiction
20.1. These Terms and Conditions and our relationship and/or any dispute arising from or in connection with these Terms and Conditions shall be governed and interpreted in accordance with the laws of the Republic of South Africa.
20.2. Your continued use of this Website will constitute your consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications, or the like instituted by either party against the other, arising from any of these Terms and Conditions.
20.3. In the event of any dispute arising between you and us, you hereby consent to the non-exclusive jurisdiction of the High Court of the Republic of South Africa (Gauteng Local Division, Johannesburg) notwithstanding that the quantum in the action or proceedings may otherwise fall below the monetary jurisdiction of that court.
20.4. Nothing in these Terms and Conditions limits your right to approach any court, tribunal, or forum of competent jurisdiction.
21. Notices
21.1. We hereby select Gottschalk Attorneys, Building 1, 152 Bryanston Drive, Bryanston, Johannesburg, South Africa, 2191, as its address for the service of all formal notices and legal processes in connection with these Terms and Conditions (“legal address”). We may change this address from time to time by updating these Terms and Conditions.
21.2. Notices must be sent either by hand, prepaid registered post, telefax or email and must be in English.
21.3. All notices sent:
21.3.1. by hand, will be deemed to have been received on the date of delivery;
21.3.2. by prepaid registered post, will be deemed to have been received 10 days after the date of posting; and
21.3.3. by email, will be deemed to have been received on the date indicated in the “Read Receipt” notification. ALL EMAIL COMMUNICATIONS BETWEEN YOU AND US MUST MAKE USE OF THE “READ RECEIPT” FUNCTION to serve as proof that an email has been received.
22. Data protection
22.1. We undertake to comply with the provisions of all applicable data protection legislation, including, in particular, the Protection of Personal Information Act 4 of 2013, to the extent that such legislation relates to the provisions and obligations of these Terms and Conditions.
23. Information
23.1. For the purposes of the Electronic Communications Act 25 of 2002, UBU South Africa (Pty) Ltd information is as follows, which should be read in conjunction with its service and product descriptions and other terms and conditions contained on the Website:
23.1.1. Full name: UBU South Africa (Pty) Ltd, a private company registered in South Africa with registration number 2019/396459/07
23.1.2. Main business: Marketing and Advertising
23.1.3. Physical address for receipt of legal service (also postal and street address): Building 1, 152 Bryanston Drive, Bryanston Johannesburg, South Africa, 2192 (marked for attention: Gottschalk Attorneys)
23.1.4. Office bearers: Gottschalk Attorneys
23.1.5. Phone number: +27 64 815 9876
23.1.6. Email address: info@ubuinternational.com
23.1.7. Website: https://www.ubuinternational.com/
24. General
24.1. We, at our sole discretion, at any time and for any reason and without prior written notice, may suspend or terminate the operation of this Website or the user’s right to use this Website or any of its contents subject to us processing any orders then already made by you.
24.2. You may not cede, assign, or otherwise transfer your rights and obligations in terms of these Terms and Conditions to any third party.
24.3. Any failure on the part of you or us to enforce any right in terms hereof shall not constitute a waiver of that right.
24.4. If any term or condition contained herein is declared invalid, the remaining terms and conditions will remain in full force and effect.
24.5. The headings in these Terms and Conditions are only for information. They are not to be considered when interpreting any clause in these Terms and Conditions.
UBU SOUTH AFRICA (PTY) LTD
CITIZEN TERMS AND CONDITIONS
incorporating
THE USER AGREEMENT
1. PLEASE NOTE THAT by making use of UBU South Africa (Pty) Ltd services and/or by registering an account www.ubuinternational.com and/or related or associated mobi-sites and software applications or any associated websites or mobile applications, you agree that you have read, understood and accepted all of the terms and conditions displayed on our website, including these Terms and Conditions as well as our Privacy Policy.
2. PLEASE NOTE FURTHER THAT if you have not read, understood or agreed with the Terms and Conditions, as published on our website from time to time, you MUST immediately refrain from accessing and/or using and/or posting on www.ubuinternational.com and/or related mobi-sites and software applications.
3. Should you be unable to understand the contents of these Terms and Conditions or any other terms and conditions published on our site or have any queries please contact us on support@ubuinternational.com.
4. Definitions
4.1. Business Day(s)
means any day, other than a Saturday, Sunday, or public holiday in South Africa.
4.2. Coupons
means promotional coupons or discounts other than UBU’s that are provided by UBU and Third Party Vendors to the users.
4.3. Consumer Protection Act
means the Consumer Protection Act, 68 of 2008 read together with regulations promulgated thereunder, and any amendments thereto.
4.4. Delivery Period
means period between the acceptance of the delivery request by the Third Party Vendor and the delivery of the product to the user.
4.5. Electronic Communications and Transactions Act
means the Electronic Communications Act 36 of 2005, as amended from time to time, and any regulations, as may be amended or replaced from time to time.
4.6. Gift Vouchers
means physical or electronic gift vouchers other than UBU’s that are provided by UBU or Third Party Vendors to the users.
4.7. Protection of Personal Information Act
means Protection of Personal Information Act 4 of 2013 as amended from time to time, and any regulations, as may be amended or replaced from time to time.
4.8. Privacy Policy
view privacy policy (insert link).
4.9. Registered User
means and an individual who registers as a user on our Website in accordance with these Terms and Conditions.
4.10. Terms and Conditions
means these terms and conditions as amended from time to time.
4.11. Third Party Vendor
means any person that access or uses UBU’s website as a registered vendor.
4.12. UBU
means UBU South Africa (Pty) Ltd.
4.13. Unique Pin
means a pin chosen by user that is used by a user to complete a transaction with a Third Party Vendor.
4.14. Website
means our website which may be accessed at ubuinternational.com. The website consists of our various webpages.
4.15. Website Content
means information that is published on our website including any material, information, data, software, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs, and service marks.
4.16. You, Your, User
means a qualifying user of this Website.
5. Important
5.1. We specifically draw your attention to the following crucial provisions, which we require you to read and agree to prior to concluding any transaction or interacting in whatsoever way with our Programme:
5.1.1. our disclaimers, warranties and limitation of liability provisions as contained on our Website;
5.1.2. our Privacy Policy as contained on our Website;
5.1.3. all those provisions in the below Terms and Conditions which have both been highlighted and are preceded by the word “IMPORTANT”, as was done with the contents of this entire section;
5.1.4. nothing contained in these Terms and Conditions shall limit or exempt a supplier of goods or services from liability for any loss directly or indirectly attributable to the gross negligence of the supplier or any person acting for or controlled by the supplier, as envisaged in Section 51(1)(c)(i) of the Consumer Protection Act; and
5.1.5. if any of our Terms and Conditions conflict with the provisions of the Consumer Protection Act, the latter shall prevail.
6. Introduction
6.1. This website can be accessed at www.ubuinternational.com and at related or associated mobi-sites, mobile applications, and software applications (the “Website”) and is owned by and operated by UBU South Africa (Proprietary) Limited (“UBU”, “we”, “us” and “our”).
6.2. The terms and conditions as contained in this User Agreement (“Terms and Conditions”), together with our Website Terms and Conditions govern:
6.2.1. the use of any associated mobile applications;
6.2.2. the relationship between users and Third Party Vendors; and
6.2.3. the purchase and redemption of the UBU voucher (“UBUs”).
6.3. The Website enables you to:
6.3.1. download a branded mobile application (an associated mobile application);
6.3.2. purchase and redeem UBUs;
6.3.3. browse online for an extensive range of vendors; and
6.3.4. enter into online raffles, competitions, giveaways and draws.
6.4. We allow third parties to register as a vendor with us in order to appear on our vendor directory list which can be accessed through the Website (each a “Third Party Vendor”).
6.5. The purpose of the vendor directory list is to indicate to you as the user, which third parties may accept UBUs in exchange for goods, products, or services.
6.6. Should a Third Party Vendor wish, he/she is entitled to list and display goods and services that he/she is willing to exchange for UBUs.
6.7. In order for you to exchange your UBUs with a Third Party Vendor, you will be required to redeem your UBUs (representing the UBU voucher) with the Third Party Vendor.
6.8. All products, goods and services displayed on the Website are offered by a Third Party Vendor.
6.9. No products, goods or services are offered by us in the capacity of a vendor. We merely provide a vendor directory list to you.
7. Application
7.1. These Terms and Conditions apply to any and all users of the Website.
8. Binding Effect
8.1. These Terms and Conditions, together with any other terms and conditions which may be published on our site from time to time, are binding and enforceable against every person that accesses or uses this Website (“you”, “your” or “user”), including without limitation each user who registers as contemplated below (“Registered User”).
8.2. A certificate (letter) signed by the administrator of this website is prima facie proof of the date and content of the latest, and any previous, versions of these Terms and Conditions and other Terms and Conditions published on this website from time to time.
8.3. By using the Website and by clicking on the “Register” button on the relevant branded mobile application, as may be applicable, you acknowledge that you have read and agree to be bound by these Terms and Conditions.
8.4. PLEASE NOTE THAT for each service and product we offer, separate terms and conditions apply. If there is any difference between these Terms and Conditions and the specific terms and conditions of any service or product, those specific terms and conditions will apply.
9. Important Notice
9.1. These Terms and Conditions contain provisions that appear in similar text and style to this clause and which:
9.1.1. may limit the risk or liability of UBU or a third party; and/or
9.1.2. may create risk or liability for you as the user; and/or
9.1.3. may compel you as the user to indemnify UBU or a third party; and/or
9.1.4. serves as an acknowledgement, by you as the user, of a fact.
9.2. Your attention is drawn to these Terms and Conditions because they are important and should be carefully noted.
9.3. If there is any provision in these Terms and Conditions that you do not understand, it is your responsibility to ask UBU to explain it to you before you accept the Terms and Conditions or continue using the Website.
9.4. Nothing in these Terms and Conditions is intended or must be understood to unlawfully restrict, limit, or avoid any right or obligation, as the case may be, created for either you or UBU in terms of the Consumer Protection Act.
9.5. UBU only permits the use of this Website subject to the Terms and Conditions. By using this Website in any way, you shall be deemed to have accepted all the Terms and Conditions unconditionally.
9.6. You must not use this Website if you do not agree to the Terms and Conditions.
10. Registration and use of the Website
10.1. Only Registered Users may use the Website.
10.2. To register as a user, you must provide your cell phone number or email address and password and provide certain information and personal details to UBU. Please ensure you read and understand our Privacy Policy and Website Terms and Conditions.
10.3. You will need to use your cell phone number and password to access the Website.
10.4. You agree and warrant that your cell phone number and password jointly shall:
10.4.1. be used for personal use only; and
10.4.2. not be disclosed by you to any third party.
11. Purchasing UBUs and your
11.1. The Website allows you to purchase UBU vouchers or “UBUs”, in exchange for South African Rands at the rate published on the Website from time to time.
11.2. UBUs are an electronic voucher which may be redeemed with Third Party Vendors listed in our vendor directory.
11.3. UBUs or the UBU voucher means a voucher credit balance which is represented electronically, denominated in South African Rand (ZAR) and attributed to your UBU Wallet and which:
11.3.1. is credited to you by us upon collection or receipt of funds from you;
11.3.2. may be reloaded with additional value by you subject to these terms and conditions;
11.3.3. may be redeemed by you with a Third Party Vendor whereby UBU will satisfy and settle the relevant obligations to the relevant Third Party Vendor up to the UBU credit balance reflected in your UBU Wallet;
11.3.4. is not redeemable for cash; and
11.3.5. a Third Party Vendor agrees to accept as payment.
11.4. UBUs ARE NOT REFUNDABLE.
UBUs, once loaded into your UBU Wallet are non-transferable, non-refundable, non-returnable and may not be redeemed for cash.
11.5. As stated above, UBUs may not be redeemed for cash and no credit balance will be given as cash.
11.6. UBUs can only be used as tender at a Third Party Vendor at their point of sale.
11.7. UBUs purchased by you can be used by you until all the funds purchased on the UBU voucher have been spent.
11.8. UBUs purchased through the Website can be paid for via cash payment, debit card, credit card or EFT.
11.9. UBUs are a digital voucher which equates to cash, accordingly if UBUs are lost, stolen, or sent to the incorrect person it is your responsibility and we will not be liable for any loss suffered.
11.10. Any and all UBUs purchased on the Website will be deposited directly into your UBU Wallet.
11.11. UBUs may only be used within the boundaries of the Republic of South Africa.
11.12. You may use the UBU Wallet to:
11.12.1. hold UBUs; and
11.12.2. facilitate transactions with Third Party Vendors.
11.13. In terms of:
11.13.1. deposits into your UBU Wallet:
11.13.1.1. UBU, in its sole discretion, has the right to accept or reverse or temporarily withhold any deposit request;
11.13.1.2. UBU will credit your UBU Wallet with the relevant amount of UBUs on completion of the relevant transaction;
11.13.2. withdrawals from your UBU Wallet:
11.13.2.1. UBU, in its sole discretion, has the right to accept or reverse or temporarily withhold your withdrawal request; and
11.13.2.2. UBU may immediately debit your UBU Wallet when a withdrawal is authorised by you.
11.14. By purchasing UBUs or the UBU voucher you acknowledge and agree that you are not depositing cash or money with UBU to be applied as payment nor will you instruct UBU to pay third parties from such funds.
11.15. UBU does not guarantee, represent, warrant, or hold out that, despite any account verification or credit checks we may have undertaken, we can confirm any matters relating to any credit card details supplied by the Citizen or Vendor under this agreement, including but not limited to:
11.15.1. credit card details of either party are correct;
11.15.2. credit limits have not been exceeded;
11.15.3. the credit card has not been reported stolen or cloned;
11.15.4. the party is authorised to make use of the credit card; or
11.15.5. the credit card is otherwise being lawfully used.
11.16. You acknowledge and agree that your use of the UBU Wallet and/or functionality of the UBU Wallet may be limited and/or restricted by UBU:
11.16.1. due to any Website limitations from time to time;
11.16.2. if UBU determines that you must complete any further verification procedures;
11.16.3. if, at UBU’s sole discretion, it believes you are using the UBU wallet for inappropriate purposes or in contravention to any of the terms and conditions of this agreement.
11.17. UBU, at its sole and absolute discretion, may impose a maximum amount of UBUs you may purchase or may inform you that you have reached the limit on the number of times you may purchase UBUs within a specified period.
12. Transacting with a Third Party Vendor
12.1. You may redeem your UBUs with Third Party Vendors listed in our vendor directory.
12.2. Third Party Vendors listed in our vendor directory may accept UBUs in exchange for products, goods, or services.
12.3. In order for you to exchange your UBUs with a Third Party Vendor, you will be required to redeem your UBUs (representing the UBU voucher) with the Third Party Vendor.
12.4. When concluding a transaction with a Third Party Vendor, the total transaction cost will include the cost of the transaction, plus any applicable taxes, fees or charges imposed by the Third Party Vendor.
12.5. You may not enter into a transaction with a Third Party Vendor where you do not have sufficient available UBUs to pay for the goods or services including the delivery thereof.
12.6. The redemption of UBUs for goods and/or services is always subject to the availability of such goods and/or services on the date desired and as determined by the Third Party Vendor.
12.7. When completing a transaction with a Third Party Vendor, you will be required to enter your unique pin, chosen by you (“Unique Pin”).
12.8. For security purposes you agree to enter the Unique Pin whenever completing a transaction with a Third Party Vendor, failing which the transaction will fail.
12.9. You agree that, once the correct cell phone number and password relating to your account have been entered, irrespective of whether the use of the cell phone number and password is unauthorised or fraudulent, your UBU Wallet shall be debited for payment of such order, save where the order is cancelled by you in accordance with these Terms and Conditions.
12.10. Apart from the fact that it is possible to link an instruction to a specific user, it is not possible to verify the actual originator, and you therefore authorize us to action any instruction purporting to originate from you, even if it transpires that both you and us have been defrauded by someone else, unless you have informed us to the contrary prior to us actioning the transaction.
12.11. You agree to notify UBU immediately upon becoming aware of or reasonably suspecting any unauthorised access to or use of your cell phone number and password and to take steps to mitigate any resultant loss or harm.
12.12. NOTE: the Third Party Vendor will indicate the acceptance of your order by delivering the Goods to you or allowing you to collect them, and only at that point will an agreement of sale between you and the Third Party Vendor come into effect (the “Sale”). This is regardless of any communication from UBU stating that your order or payment has been confirmed.
12.13. UBU will indicate the rejection of your order (by UBU itself or the Third Party Vendor) by cancelling it and, as soon as possible thereafter, refunding you for any amount of UBUs already paid.
12.14. After delivery or your collection of the Goods, you may return the goods or products only in accordance with the respective Third Party Vendor’s Returns Policy.
12.15. UBU relies on inventory and product information supplied by the relevant Third Party Vendor and UBU accordingly bears no liability for any inaccuracies in the information supplied to it. Consequently, should you order any product, goods, or services from a Third Party Vendor which are in fact sold-out or no longer available, any resulting dispute should be resolved between you and the relevant Third Party Vendor.
13. Delivery of goods
13.1. UBU does not offer delivery of products, goods, or services to you.
13.2. You may elect to take a delivery option provided by the Third Party Vendor at your own risk.
13.3. Where it accepts your delivery request, the Third Party Vendor will deliver the products, goods, or services to you as soon as reasonably possible, but no later than 30 (thirty) business days of receipt of your payment (“Delivery Period”).
13.4. The Third Party Vendor will notify you if it is unable to deliver the products, goods, or services to you during the Delivery Period.
14. Returns
14.1. Please refer to the relevant Third Party Vendor’s returns policy for more information about returning products (and related refunds, replacements, or repairs).
14.2. The relevant Third Party Vendor’s returns policy is incorporated by reference (which means that it forms part of these Terms and Conditions).
Your obligations as the user
14.3. When you receive any product, good or service from a Third Party Vendor you must examine it for any possible defects and to satisfy yourself that it complies with your order, is safe, clean and in a useable condition.
14.4. If you discover a defect it is your responsibility to inform the Third Party Vendor of your discovery as soon as possible, but no later than 6 months, after the discovery.
14.5. As far as possible, the product, good or service should be returned with:
14.5.1. all packaging in its original condition; and
14.5.2. securely wrapped.
Obligations of Third Party Vendors
14.6. Please refer to the relevant Third Party Vendor’s returns policy for more information about returning products (and related refunds, replacements, or repairs).
14.7. We only offer you a directory of Third Party Vendors who you may choose to conclude a transaction with, at your sole discretion. We are not responsible or in any way liable for the consequences or liability which arises from you concluding a transaction with a Third Party Vendor.
14.8. All Third Party Vendors, in so far as it applies to them, are bound by the provisions of the Consumer Protection Act, 68 of 2008.
15. Gift Vouchers & Coupons
15.1. UBU or Third Party Vendors may from time to time make physical or electronic gift vouchers (“Gift Vouchers”), other than UBUs, and promotional coupons or discounts (“Coupons”) and other than UBU Cashbacks, available for purchase on the Website. Gift Vouchers and Coupons can only be redeemed while they are valid, and their expiry dates cannot be extended.
15.2. UBU is not responsible for any harm due to the loss, unauthorised use, or unauthorised distribution of a Gift Voucher, after it has delivered the Gift Voucher to you or the email address nominated by you.
16. Third Party Vendors
16.1. UBU only offers products, goods or services that are for sale or offered by a Third Party Vendor.
16.2. UBU only provides the platform to facilitate transactions between a Third Party Vendor and you.
16.3. UBU is neither the buyer nor the seller of these products, goods, or services, unless otherwise specified.
16.4. The agreement of sale formed on acceptance of your order for products, goods, or services is therefore solely between you as the Registered User and such Third Party Vendor. UBU is not a party to the sale.
16.5. The Third Party Vendor is solely responsible for fulfilment of delivery of the Goods. The Third Party Vendor is also responsible to provide an invoice to the registered user if required.
16.6. UBU disclaims any and all liability, including express or implied warranties, whether oral or written, for the products, goods, or services provided by any Third Party Vendor.
16.7. YOU, AS THE USER, ACKNOWLEDGE THAT NO REPRESENTATION HAS BEEN MADE BY US AS TO THE FITNESS OF THE GOODS OFFERED BY THE THIRD PARTY VENDOR FOR YOUR INTENDED PURPOSE.
16.8. WE ASSUME NO RESPONSIBILITY FOR PRODUCTS OFFERED AND/OR SOLD BY THIRD PARTY VENDORS.
16.9. Your dealings with any Third Party Vendor mentioned on or found on the Website are solely between you and such Third Party Vendor, and are subject to any terms, conditions, privacy policies, warranties or representations associated with such dealings.
16.10. Your dealings with a Third Party Vendor are at your sole risk and, as set forth above, are without warranties or legal liability of any kind on the part of UBU.
16.11. Not all Third Party Vendors are registered VAT (Value-Added Tax) vendors. Only Third Party Vendors who are registered VAT vendors may charge VAT on Goods sold and issue a tax invoice in respect thereof. If a Third Party Vendor is not a registered VAT Vendor, it may not charge VAT on Goods sold and will not be in a position to issue a tax invoice in respect thereof.
17. Credit Card and Debit Card Transactions
17.1. When you provide us with your credit or debit card information you consent to the processing and/or further procession of such information by UBU.
17.2. When you select to make payment for your UBUs by credit or debit card you acknowledge that transaction errors relating to such purchase may result in a reversal of the transaction, fees, claims, penalty or chargeback from the financial institution or payment service provider that has issued the credit or debit card.
17.3. You acknowledge that the financial institution or payment service provider which issues or supports the credit or debit card you have linked to your UBU Wallet, and not UBU, determines any amount reversed, returned, or charged back. We are bound to follow the instructions of that financial institution or payment service provider.
17.4. You hereby agree and authorise UBU to consult and work with the relevant financial institution or payment service provider to recover any amounts owing to UBU and if necessary, to recover any amounts due by debiting your UBU Wallet or charging your debit or credit card or by any other means UBU may, at its sole discretion, deem appropriate.
17.5. You agree and acknowledge that you will be responsible for resolving any disputes with the financial institution or payment service provider who has issued your debit or credit card.
18. Use of the Website
18.1. By using the Website you warrant that you are 18 (eighteen) years of age or older and of full legal capacity.
18.2. If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding agreement, then you may use the Website only with the involvement and supervision of your parent or legal guardian. If your parent or legal guardian supervises you and gives his/her consent, then such person agrees to be bound to these Terms and Conditions and to be liable and responsible for you and all your obligations under these Terms and Conditions.
18.3. You agree that you will not in any way use any device, software, or other instrument to interfere or attempt to interfere with the proper working of the Website. In addition, you agree that you will not in any way use any robot, spider, other automatic device, or manual process to monitor, copy, distribute or modify the Website or the information contained therein, without the prior written consent from us.
18.4. You may not at any time attempt or actually alter, reverse-engineer, modify, circumvent, amend, tamper with, or change any part of the Website and/or any security features of the Website.
18.5. You may not use the Website to distribute material which is defamatory, offensive, contains or amounts to hate speech or is otherwise unlawful.
18.6. You may not in any way display, publish, copy, print, post or otherwise use the Website and/or the information contained therein without the express prior written consent of us.
18.7. You agree not to:
18.7.1. use the Website for illegal or inappropriate purposes;
18.7.2. interfere with or disrupt the proper operation of the Website;
18.7.3. attempt to gain unauthorised access to the Website, system or any other part of the Website you do not have access rights to; or
18.7.4. convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious, or otherwise objectionable or offensive material of any kind or nature.
19. Restriction on use of the Website
19.1. The Website is not intended for distribution to, or use by, any person:
19.1.1. who is under the age of 18 years old, is not of legal competence or of sound mind; or
19.1.2. who resides in any country where such distribution or use would be contrary to local law or regulation. It is your responsibility to ascertain the terms of and comply with any local law or regulation to which you are subject.
19.2. We may, at our sole discretion and judgment, refuse to allow you to register an account on the Website.
20. Errors
20.1. We shall take all reasonable efforts to accurately reflect the description, availability and purchase price of the products, goods, or services to you on the Website. However, should there be any errors of whatsoever nature on the Website (which are not due to our gross negligence), we shall not be liable for any loss, claim or expense relating to a transaction based on any error, save – in the case of any incorrect purchase price – to the extent of refunding you for any amount already paid, or otherwise as set out in the Third Party Vendor’s returns policy.
20.2. UBU shall not be bound by any incorrect information regarding products, goods or services displayed on any third party websites.
21. Privacy
21.1. We respect your privacy and will take reasonable measures to protect it.
21.2. By entering any and all personal information on this website, registering with the website, creating an account, making a purchase or by accepting this agreement, you consent to the processing of your personal information by UBU in terms of the Protection of Personal Information Act.
21.3. UBU requests the Citizens consent to the use of their information so that we can inform you about any beneficial promotions as well as products and services which may be offered from time to time. It is your responsibility to ensure that your information is kept up to date at all times and that you take notice of the relevant communications.
21.4. Citizen’s will be notified of any promotions which UBU is running, as well as the terms and condition thereof, through normal communication channels as agreed to by yourself and UBU shall in no way be liable should you, for any reason, not become aware that such promotion is being offered.
21.5. You may request us to stop sending you marketing at any time and we shall only use your information as in the Privacy Policy.
21.6. Please read our Privacy Policy and Website Terms and Conditions for further information on this subject.
21.7. I hereby agree that UBU and any Third Party Vendor can communicate and market products and services to me.
21.8. I prefer to be contacted by the following methods (please choose at least one):
21.8.1. in app notifications
21.8.2. e-mail
21.8.3. SMS and MMS
22. Changes to these Terms and Conditions
22.1. We may, at our sole discretion, change any of these Terms and Conditions at any time.
22.2. It is your responsibility to regularly check these Terms and Conditions and make sure that you are satisfied with the changes. Should you not be satisfied, you must not place any further orders on, or in any other way use, the Website.
22.3. Any such change will only apply to your use of this Website after the change is displayed on the Website. If you use the Website after such amended Terms and Conditions have been displayed on the Website, you will be deemed to have accepted such changes.
23. Records
23.1. UBU’s records, unless proven to be wrong, will be evidence of your dealings with UBU and Third Party Vendors in connection with the Website.
23.2. You will not:
23.2.1. rely on UBU or any Third Party Vendor to comply with your record keeping obligations, although records may be made available to you on request within the requirements of applicable law or UBU’s discretion;
23.2.2. object to the admission of our records as evidence in any legal or regulatory proceedings because such records are not originals or are documents produced by a computer.
24. Merchant of record
24.1. UBU is the merchant of record and responsible for the fulfilment of the transaction whereby you purchase UBUs or the UBU voucher only.
24.2. UBU is not the merchant of record nor responsible for the fulfilment of the transaction concluded between you and the Third Party Vendor.
24.3. The agreement of sale formed on acceptance of your order for products, goods, or services is therefore solely between you as the Registered User and such Third Party Vendor. UBU is not a party to the sale.
25. Ownership and copyright
25.1. The contents of the Website, including any material, information, data, software, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs, and service marks which are displayed on or incorporated in this Website (“Website Content”) are protected by law, including but not limited to copyright and trade mark law. The Website Content is the property of UBU, its advertisers and/or sponsors and/or is licensed to UBU.
25.2. You will not acquire any right, title, or interest in or to the Website or the Website Content.
25.3. Any use, distribution or reproduction of the Website Content is prohibited unless expressly authorised in terms of these Terms and Conditions or otherwise provided for in law. To obtain permissions for the commercial use of any Website Content kindly contact us.
25.4. Where any of the Website Content has been licensed to UBU or belongs to any third party, your rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time and you agree to comply with such third party terms and conditions.
26. Disclaimer
26.1. The use of the Website is entirely at your own risk and you assume full responsibility for any risk or loss resulting from use of the Website or reliance on any information on the Website.
26.2. Whilst UBU takes reasonable measures to ensure that the content of the Website is accurate and complete, UBU makes no representations or warranties, whether express or implied, as to the quality, timeliness, operation, integrity, availability, or functionality of the Website or as to the accuracy, completeness, or reliability of any information on the Website. If any such representations or warranties are made by UBU’s representatives, UBU shall not be bound thereby.
26.3. UBU, specifically, does not warrant that:
26.3.1. the Website will meet your requirements;
26.3.2. your equipment, software and communication connections will be compatible with the hardware and software we employ to provide the Website;
26.3.3. the use of the Website will be uninterrupted, secure or error free;
26.3.4. we will be able to prevent third party disruptions of and to the operation of the Website; or
26.3.5. errors will be corrected on the Website.
26.4. With respect to any data or information that UBU or any Third Party Vendor provides to you in connection with your use of the Website, for example, the quantity of UBUs contained in your UBU Wallet, UBU and any such Third Party are not responsible or liable:
26.4.1. if any such data or information is inaccurate or incomplete in any respect; or
26.4.2. for any actions that you take or do not take based on such information or data.
26.5. UBU disclaims liability for any damage, loss, or expenses, whether direct, indirect, or consequential in nature, arising out of or in connection with your access to or use of the Website and/or any content therein unless otherwise provided by law.
26.6. Any views or statements made or expressed on the Website are not necessarily the views of UBU, its directors, employees and/or agents.
26.7. In addition to the disclaimers contained elsewhere in these Terms and Conditions, UBU also makes no warranty or representation, whether express or implied, that the information or files available on the Website are free of viruses, spyware, malware, trojans, destructive materials, or any other data or code which is able to corrupt, destroy, compromise, disrupt, disable, harm, jeopardise, or otherwise impede in any manner the operation, stability, security functionality or content of your computer system, computer network, hardware, or software in any way. You accept all risks associated with the existence of such viruses, destructive materials or any other data or code which is able to corrupt, compromise, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation or content of a computer system, computer network, any handset or mobile device, or your hardware or software, save where such risks arise due to the gross negligence or wilful misconduct of UBU, its employees, agents, or authorised representatives. UBU thus disclaims all liability for any damage, loss or liability of any nature whatsoever arising out of or in connection with your access to or use of the Website.
27. Limitation of liability
27.1. UBU cannot be held liable for any inaccurate information published on the Website and/or any incorrect prices or descriptions displayed on the Website, save where such liability arises from the gross negligence or wilful misconduct of UBU, its employees, agents, or authorised representatives.
27.2. UBU SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES WHICH MIGHT ARISE FROM YOUR USE OF, OR RELIANCE UPON, THE WEBSITE OR THE CONTENT CONTAINED IN THE WEBSITE; OR YOUR INABILITY TO USE THE WEBSITE, AND/OR UNLAWFUL ACTIVITY ON THE WEBSITE AND/OR ANY LINKED THIRD PARTY WEBSITE.
27.3. YOU HEREBY INDEMNIFY UBU AGAINST ANY LOSS, CLAIM OR DAMAGE WHICH MAY BE SUFFERED BY YOURSELF OR ANY THIRD PARTY ARISING IN ANY WAY FROM YOUR USE OF THIS WEBSITE AND/OR ANY LINKED THIRD PARTY WEBSITE.
28. Availability and termination
28.1. We will use reasonable endeavours to maintain the availability of the Website, except during scheduled maintenance periods, and are entitled to discontinue providing the Website or any part thereof with or without notice to you.
28.2. UBU makes no express or implied representation or warranty:
28.2.1. that the Website will be available for access at all times, or at any time on a continuous uninterrupted basis;
28.2.2. as to the operation, quality or functionality of the Website;
28.2.3. that the Website will be free of errors or defects; and
28.2.4. that the Website is free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to your data or other property.
28.3. UBU may in its sole discretion terminate, suspend, and modify this Website, with or without notice to you. You agree that UBU will not be liable to you in the event that it chooses to suspend, modify, or terminate this Website other than for processing any orders made by you prior to such time, to the extent possible.
28.4. If you fail to comply with your obligations under these Terms and Conditions, this may (in UBU’s sole discretion with or without notice to you) lead to a suspension and/or termination of your access to the Website without any prejudice to any claims for damages or otherwise that we may have against you.
28.5. UBU is entitled, for purposes of preventing suspected fraud and/or where it suspects that you are abusing the Website and/or have created multiple user profiles to take advantage of the Website, system, a promotion or Coupon to blacklist you on its database (including suspending or terminating your access to the Website), refuse to accept or process payment on any order, and/or to cancel any transaction concluded between you and UBU or you and a Third Party Vendor, in whole or in part, on notice to you.
28.6. UBU shall not be liable to refund anything, fiat monies or otherwise, already paid by you (see the Third Party Vendor’s Returns Policy in this regard) and accepts no other liability which may arise as a result of such blacklisting and/or refusal to process any order.
28.7. At any time, you can choose to stop using the Website, with or without notice to UBU.
29. Governing law and jurisdiction
29.1. These Terms and Conditions and our relationship and/or any dispute arising from or in connection with these Terms and Conditions shall be governed and interpreted in accordance with the laws of the Republic of South Africa.
29.2. Your continued use of the Website will constitute your consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications, or the like instituted by either party against the other, arising from any of these Terms and Conditions.
29.3. In the event of any dispute arising between you and UBU, you hereby consent to the non-exclusive jurisdiction of the High Court of the Republic of South Africa (Gauteng Local Division, Johannesburg) notwithstanding that the quantum in the action or proceedings may otherwise fall below the monetary jurisdiction of that court.
29.4. Nothing in this Agreement or the Terms and Conditions limits your right to approach any court, tribunal, or forum of competent jurisdiction.
30. Notices
30.1. UBU hereby selects Gottschalk Attorneys, Building 1, 152 Bryanston Drive, Bryanston, Johannesburg, South Africa, 2191, as its address for the service of all formal notices and legal processes in connection with these Terms and Conditions (“legal address”). UBU may change this address from time to time by updating these Terms and Conditions.
30.2. Notices must be sent either by hand, prepaid registered post, telefax or email and must be in English.
30.3. All notices sent:
30.3.1. by hand, will be deemed to have been received on the date of delivery;
30.3.2. by prepaid registered post, will be deemed to have been received 10 days after the date of posting; and
30.3.3. by email, will be deemed to have been received on the date indicated in the “Read Receipt” notification. ALL EMAIL COMMUNICATIONS BETWEEN YOU AND US MUST MAKE USE OF THE “READ RECEIPT” FUNCTION to serve as proof that an email has been received.
31. Information
31.1. For the purposes of the Electronic Communications Act 25 of 2002, UBU’s information is as follows, which should be read in conjunction with its product descriptions and other terms and conditions contained on the Website:
31.1.1. Full name: UBU South Africa (Pty) Ltd, a private company registered in South Africa with registration number 2019/396459/07
31.1.2. Main business: Marketing and Advertising
31.1.3. Physical address for receipt of legal service (also postal and street address): Building 1, 152 Bryanston Drive, Bryanston Johannesburg, South Africa, 2192 (marked for attention: Gottschalk Attorneys)
31.1.4. Office bearers: Gottschalk Attorneys
31.1.5. Phone number: +27 64 815 9876
31.1.6. Email address: info@ubuinternational.com
31.1.7. Website: https://www.ubuinternational.com/
32. General
32.1. UBU, in its sole discretion, at any time and for any reason and without prior written notice, may suspend or terminate the operation of the Website or the user’s right to use the Website or any of its contents subject to us processing any orders then already made by you.
32.2. Where your use of our Website is done through a Labelled Application of one of our Wallet Holders and not directly through the UBU Labelled Application, we reserve the right to close the Wallet Holder’s Labelled Application at any time and migrate your account to the UBU Labelled Application. You will be notified in writing of any migration and any value you have in your account will be transferred to the UBU Labelled Application.
32.3. You may not cede, assign, or otherwise transfer your rights and obligations in terms of these Terms and Conditions to any third party.
32.4. Any failure on the part of you or UBU to enforce any right in terms hereof shall not constitute a waiver of that right.
32.5. If any term or condition contained herein is declared invalid, the remaining terms and conditions will remain in full force and effect.
32.6. No variation, addition, deletion, or agreed cancellation of the Terms and Conditions will be of any force or effect unless in writing and accepted by or on behalf of the parties hereto.
32.7. No indulgence, extension of time, relaxation, or latitude which any party (the “grantor”) may show grant or allow to the other (the “grantee”) shall constitute a waiver by the grantor of any of the grantor’s rights and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have arisen in the past or which might arise in the future.
32.8. These Terms and Conditions, read together with other terms and conditions as published on the Website from time to time, contain the whole agreement between you and UBU and no other warranty or undertaking is valid unless contained in this document between the parties.
UBU SOUTH AFRICA (PTY) LTD
VENDOR TERMS AND CONDITIONS
incorporating
VENDOR AGREEMENT
1. PLEASE NOTE THAT by making use of UBU South Africa (Pty) Ltd services and/or by registering an account www.ubuinternational.com and/or related or associated mobi-sites and software applications or any associated websites or mobile applications, you agree that you have read, understood and accepted all of the terms and conditions displayed on our website, including these Terms and Conditions as well as our Privacy Policy.
2. PLEASE NOTE FURTHER THAT if you have not read, understood or agreed with the Terms and Conditions, as published on our website from time to time, you MUST immediately refrain from accessing and/or using and/or posting on www.ubuinternational.com and/or related mobi-sites and software applications.
3. Should you be unable to understand the contents of these Terms and Conditions or any other terms and conditions published on our site or have any queries please contact us on support@ubuinternational.com.
4. Important
4.1. We specifically draw your attention to the following crucial provisions, which we require you to read and agree to prior to concluding any transaction or interacting in whatsoever way with our Programme:
4.1.1. our disclaimers, warranties and limitation of liability provisions as contained on our Website;
4.1.2. our Privacy Policy as contained on our Website;
4.1.3. all those provisions in the below Terms and Conditions which have both been highlighted and are preceded by the word “IMPORTANT”, as was done with the contents of this entire section;
4.1.4. nothing contained in this Vendor Agreement and Terms and Conditions shall limit or exempt a supplier of goods or services from liability for any loss directly or indirectly attributable to the gross negligence of the supplier or any person acting for or controlled by the supplier, as envisaged in Section 51(1)(c)(i) of the Consumer Protection Act; and
4.1.5. if any of our Terms and Conditions conflict with the provisions of the Consumer Protection Act, the latter shall prevail.
5. Definitions
5.1. Business days means any day, other than a Saturday, Sunday, or public holiday in South Africa.
5.2. Citizen means individuals who register with UBU in order to view our vendor directory list which can be accessed through our Website.
5.3. Consumer Protection Act means the Consumer Protection Act, 68 of 2008 read together with regulations promulgated thereunder, and any amendments thereto.
5.4. Electronic Communications and Transactions Act means the Electronic Communications Act 36 of 2005, as amended from time to time, and any regulations, as may be amended or replaced from time to time.
5.5. Protection of Personal Information Act means Protection of Personal Information Act 4 of 2013 as amended from time to time, and any regulations, as may be amended or replaced from time to time.
5.6. Platform Fee means a fee charged by UBU to Third Party Vendors for the use of their Website.
5.7. Privacy policy view privacy policy (insert link)
5.8. Rands means the South African Rand, being the lawful currency of the Republic of South Africa
5.9. Terms and Conditions
means these terms and conditions as amended from time to time.
5.10. Third Party Vendor
means any person that access or uses UBU’s website as a registered vendor.
5.11. Trademark material means any word, name, symbol, or design, or any combination thereof, used to identify and distinguish the goods of one manufacturer or seller from those of another and to indicate the source of the goods.
5.12. Transaction fee means up to 20% of the total transaction value charged by UBU to Third Party Vendors.
5.13. User discount means a reduced rate on one or more of the products that is provided to the registered Third Party Vendors.
5.14. Vendor agreement means this agreement read with the terms and conditions which may be amended from time to time.
6. Introduction
6.1. This website can be accessed at www.ubuinternational.com and at related or associated mobi-sites, mobile applications, and software applications (the “Website”) and is owned by and operated by UBU South Africa (Proprietary) Limited (“UBU”, “we”, “us” and “our”).
6.2. The terms and conditions as contained in this Vendor Agreement (“Terms and Conditions”), together with our Website Terms and Conditions govern:
6.2.1. the use of any associated mobile applications;
6.2.2. the relationship between users and Third Party Vendors; and
6.2.3. the exchange of the UBU voucher (“UBUs”).
6.3. The Website enables you to:
6.3.1. exchange UBUs for goods, products, or services;
6.3.2. exchange UBUs for Fiat; and
6.3.3. list your company in our vendor directory.
6.4. We allow individuals to register as citizens with us in order to view our vendor directory list which can be accessed through the Website (each a “Citizen”).
6.5. The purpose of the vendor directory list is to indicate to the user, which third parties may accept UBUs (the UBU voucher) in exchange for products, goods, or services.
6.6. All products, goods and services displayed on the Website are offered by a Third Party Vendor.
6.7. No products, goods or services are offered by us in the capacity of a vendor. We merely provide a vendor directory list to Citizens.
7. Application
7.1. These Terms and Conditions read together with any other terms and conditions published on our Website from time to time apply to any and all Third Party Vendors of the Website.
7.2. These Terms and Conditions apply to any and all electronic transactions facilitated through the use of the Website which is concluded between Third Party Vendors and any other person.
8. Binding Effect
8.1. These Terms and Conditions are binding and enforceable against every person that accesses or uses this Website as a Third Party Vendor (“you”, “your” or “Third Party Vendor”), including without limitation each user who registers as contemplated below (“Registered Vendor” or “Third Party Vendor”).
8.2. A certificate (letter) signed by the administrator of this website is prima facie proof of the date and content of the latest, and any previous, versions of these Terms and Conditions and other Terms and Conditions published on this website from time to time.
8.3. By using the Website and by clicking on the “Register” button on the Website, as may be applicable, you acknowledge that you have read and agree to be bound by these Terms and Conditions.
8.4. PLEASE NOTE THAT for each service and product we offer, separate terms and conditions apply. If there is any difference between these Terms and Conditions and the specific terms and conditions of any service or product, those specific terms and conditions will apply.
9. Important Notice
9.1. These Terms and Conditions contain provisions that appear in similar text and style to this clause and which:
9.1.1. may limit the risk or liability of UBU or a third party; and/or
9.1.2. may create risk or liability for the Third Party Vendor; and/or
9.1.3. may compel the Third Party Vendor to indemnify UBU or a third party; and/or
9.1.4. serves as an acknowledgement, by the Third Party Vendor, of a fact.
Your attention is drawn to these terms and conditions because they are important and should be carefully noted.
9.2. If there is any provision in these Terms and Conditions that you do not understand, it is your responsibility to ask UBU to explain it to you before you:
9.2.1. accept these Terms and Conditions;
9.2.2. list as a vendor on our vendor directory;
9.2.3. accept any other terms and conditions related to the Website; or
9.2.4. continue using the Website.
9.3. Nothing in these Terms and Conditions is intended or must be understood to unlawfully restrict, limit, or avoid any right or obligation, as the case may be, created for either you or UBU in terms of the Consumer Protection Act.
9.4. UBU only permits the use of this Website by Third Party Vendors subject to these Terms and Conditions and any other applicable terms and conditions as published on our site from time to time.
9.5. By using this Website in any way, you shall be deemed to have accepted all these Terms and Conditions unconditionally. You must not use this Website as a Third Party Vendor if you do not agree to these Terms and Conditions and Website Terms and Conditions and our Privacy Policy.
10. Registration on the Website
10.1. Only Registered Vendors may publish, post, or offer products, goods, or services on or to the Website.
10.2. All products, goods or services published, posted, or offered on the Website must reflect the same pricing for which the products, goods or services are offered elsewhere including but not limited to in store or any other website or application. Should the prices differ between in store offerings and any other website or application, the products, goods, or services must be offered on the Website at the lower of the prices offered elsewhere.
10.3. Only Registered Vendors may be listed in our vendor directory as published on our Website.
10.4. To register as a Vendor, you must provide your vendor name, physical address, contact number, email address, bank account details, company registration number and password and provide certain information and personal details to UBU. You will need to use your email address and password to access the Website in order to list on our vendor directory.
10.5. You agree and warrant that your email address and password jointly shall:
10.5.1. be used for its intended use only; and
10.5.2. not be disclosed by you to any third party.
10.6. For security purposes you agree to enter the correct email address and password whenever publishing or on the Website, failing which you will be denied access.
10.7. You agree that, once the email address and password relating to your Vendor Account have been entered, irrespective of whether the use of the email address and password is unauthorised or fraudulent, you shall be liable for all activity associated therewith.
10.8. You agree to notify UBU immediately upon becoming aware of or reasonably suspecting any unauthorised access to or use of your Vendor Account and to take steps to mitigate any resultant loss or harm.
10.9. By using the Website as a Third Party Vendor, you warrant that you are 18 (eighteen) years of age or older; and of full legal capacity.
10.10. If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding agreement, then you may NOT use the Website as a Third Party Vendor.
11. Use of the Website
11.1. You may list yourself as a Third Party Vendor in our vendor directory as published on the Website.
11.2. Third Party Vendors listed in our vendor directory must accept UBUs in exchange for products, goods, or services.
11.3. All goods, products, or services available in your store and/or catalogue and/or product offering and/or service offering must be available for exchange by Citizens in UBUs. Such exchange must consist of UBUs only and no fiat amount should be included. This means that you must accept UBUs in exchange for any goods, products, or services offered by you.
11.4. All goods, products, or services available in your store and/or catalogue and/or product offering and/or service offering must be available at the same price for which they are offered elsewhere, including but not limited to in store or any other website or application. Should the prices differ between in store offerings and any other website or application, the products, goods, or services must be offered on the Website at the lower of the prices offered elsewhere.
12. Restriction on use of the Website
12.1. You agree that you will not in any way use any device, software, or other instrument to interfere or attempt to interfere with the proper working of the Website. In addition, you agree that you will not in any way use any robot, spider, other automatic device, or manual process to monitor, copy, distribute or modify the Website or the information contained therein, without the prior written consent from us.
12.2. You may not at any time attempt or actually alter, reverse-engineer, modify, circumvent, amend, tamper with, or change any part of the Website and/or any security features of the Website.
12.3. You may not use the Website to distribute material which is defamatory, offensive, contains or amounts to hate speech or is otherwise unlawful.
12.4. You may not in any way display, publish, copy, print, post or otherwise use the Website and/or the information contained therein without the express prior written consent of an authorised UBU representative.
12.5. You agree not to:
12.5.1. use the Website for illegal or inappropriate purposes;
12.5.2. interfere with or disrupt the proper operation of the Website;
12.5.3. attempt to gain unauthorised access to the Website, system, or any other part of the Website you do not have access rights to;
12.5.4. convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious, or otherwise objectionable or offensive material of any kind or nature.
12.6. UBU may, at its sole discretion refuse to allow you to register an account on the Website.
13. The Branded Wallet Powered by UBU (“UBU Vendor Wallet”)
13.1. You may use the UBU Vendor Wallet to:
13.1.1. receive and/or hold UBUs; and
13.1.2. facilitate transactions with Citizens.
13.2. In terms of:
13.2.1. deposits into your UBU Vendor Wallet:
13.2.1.1. UBU, in its sole discretion, has the right to accept or reverse or temporarily withhold any deposit request;
13.2.1.2. UBU will credit your UBU Wallet with the relevant amount of UBUs on completion of the relevant transaction;
13.2.2. withdrawals or Payout Requests from your UBU Wallet:
13.2.2.1. UBU, in its sole discretion, has the right to accept or reverse or temporarily withhold your withdrawal request or Payout Request;
13.2.2.2. UBU may immediately debit your UBU Wallet when:
13.2.2.2.1. a withdrawal is authorised by you; or
13.2.2.2.2. a Payout Request is submitted by you.
13.3. UBU does not guarantee, represent, warrant, or hold out that, despite any account verification or credit checks we may have undertaken, we can confirm any matters relating to any credit card details supplied by the Citizen or Vendor under this agreement, including but not limited to:
13.3.1. credit card details of either party are correct;
13.3.2. credit limits have not been exceeded;
13.3.3. the credit card has not been reported stolen or cloned;
13.3.4. the party is authorised to make use of the credit card; or
13.3.5. the credit card is otherwise being lawfully used.
13.4. You acknowledge and agree that your use of the UBU Vendor Wallet and/or functionality of the UBU Vendor Wallet may be limited and/or restricted by UBU:
13.4.1. due to any Website limitations from time to time;
13.4.2. if UBU determines that you must complete any further verification procedures; or
13.4.3. if, at UBU’s sole discretion, it believes you are using the UBU Vendor Wallet for inappropriate purposes or in contravention to any of the terms and conditions of the Website.
14. Restriction on goods, products, or services you may offer
14.1. The followings goods, products or services may not be offered through or on the Website:
14.1.1. Blood, Bodily Fluids and Body Parts;
14.1.2. Burglary Tools;
14.1.3. Counterfeit Products, replicas, or knock-off brand name goods;
14.1.4. Embargoed Goods;
14.1.5. Endangered or protected species, or any part of any endangered or protected species;
14.1.6. Escort services or similar services which offer or indicate sexual services;
14.1.7. Fireworks, destructive devices, or explosives;
14.1.8. Government and transit badges, uniforms, Identification Documents, or licenses;
14.1.9. Hazardous material, including but not limited to radioactive, toxic, and explosive materials;
14.1.10. Identity documents, personal financial records, or personal information;
14.1.11. Illegal drugs, controlled substances, substances, and items used to manufacture controlled substances, drugs, or drug paraphernalia;
14.1.12. Any illegal items and services;
14.1.13. Illegal telecommunication and electronics equipment such as access cards, password sniffers, radar scanners, traffic signal control devices or cable descramblers;
14.1.14. Items issued to any Armed Force that have not been disposed of in accordance with that country’s demilitarisation policies;
14.1.15. Items which encourage or facilitate illegal activity;
14.1.16. Material that is obscene, pornographic, adult in nature or harmful to minors;
14.1.17. Material that infringes copyright, including but not limited to software or other digital goods which you are not authorised to sell;
14.1.18. Modded consoles or services;
14.1.19. Personal information or mailing lists;
14.1.20. Selling or offering services for scheduled pharmaceuticals;
14.1.21. Offensive material;
14.1.22. Asbestos-based products;
14.1.23. Pictures or images that contain nudity;
14.1.24. Plants and insects that are restricted or regulated;
14.1.25. Prostitution or any similar offer of sex, sexual favour or sexual actions;
14.1.26. South African fossils;
14.1.27. Stolen products;
14.1.28. Tobacco products, including but not limited to e-cigarettes;
14.1.29. Un-cut/un-polished diamonds and/or precious stones;
14.1.30. Unwrought gold and platinum;
14.1.31. Loose diamonds without appropriate certificates;
14.1.32. Used cosmetics;
14.1.33. Used or rebuilt batteries containing mercury;
14.1.34. Watermarked or copyrighted images that you do not have authority to use; and
14.1.35. Weapons and related items, including but not limited to firearms, firearm accessories, parts and magazines, ammunition, BB, pellet and airsoft guns, tear gas, tasers, stun guns, switchblade knives, martial arts weapons, archery and/or bow equipment.
14.2. If you offer any of the above mentioned items for sale or exchange in the ordinary course of your business you are not entitled to register as a Third Party Vendor and are hereby prohibited from doing so.
14.3. It is your responsibility, as a Third Party Vendor, to ensure that before offering any goods, products, or services through or on the Website it is not an infringement of these Terms and Conditions.
15. Conclusion of sales
15.1. Citizens may approach you to exchange UBUs for products, goods, or services, which you may accept or reject.
NOTE: as a Third Party Vendor, you must indicate acceptance of the order by delivering the good, product, or service to the Citizen or allowing the Citizen to collect them, and only at that point will an agreement of sale between the Citizen and you come into effect (the “Sale”). This is regardless of any communication from UBU stating that the order or payment has been confirmed.
15.2. When claiming that a sale has been concluded, you warrant to us that:
15.2.1. you have supplied the goods and/or services to the value stated;
15.2.2. no fictitious and/or fraudulent sales were processed by you to increase your cash flow;
15.2.3. the transaction is not illegal or otherwise in contravention of this agreement;
15.2.4. the transaction has been authorised by the relevant user/citizen;
15.2.5. there has been due compliance will all the Terms and Conditions; and
15.2.6. you indemnify UBU against any claim or liability that may arise from a sale dispute where such a claim or liability is directly or indirectly due to a negligent act or omission by you.
15.3. After delivery or collection of the goods, products, or services the Citizen may return the goods, products, or services only in accordance with your Returns Policy and applicable legislation (please see “Returns”).
15.4. UBU only offers Goods that are for sale by Third Party Vendors. UBU only provides the platform to facilitate transactions between Third Party Vendors and Citizens. UBU is neither the buyer nor the seller of these Goods, unless otherwise specified.
15.5. The Sale formed on acceptance of the Citizens order is therefore solely between the Citizen as the registered User and you as the Third Party Vendor and Registered Vendor. UBU IS NOT A PARTY TO SUCH A SALE.
15.6. UBU is not the merchant of record nor responsible for the fulfilment of the transaction concluded between you and the Citizen.
15.7. You, as the Third Party Vendor, are solely responsible for fulfilment of delivery of any products, goods, or services. You are also responsible to provide an invoice to the registered user if required.
15.8. UBU disclaims any and all liability, including express or implied warranties, whether oral or written, for the goods, products or services provided by you. YOU, AS THE REGISTERED VENDOR AND THIRD PARTY VENDOR, ACKNOWLEDGE THAT NO REPRESENTATION HAS BEEN MADE BY UBU AS TO THE FITNESS OF THE GOODS, PRODUCTS OR SERVICES OFFERED BY YOU FOR THE CITIZEN’S INTENDED PURPOSE.
15.9. UBU ASSUMES NO RESPONSIBILITY FOR PRODUCTS OFFERED AND/OR SOLD BY THIRD PARTY VENDORS. The Citizen’s dealings with any Third Party Vendor mentioned on or found on the Website are solely between the Citizen and such Third Party Vendor, and are subject to any terms, conditions, privacy policies, warranties or representations associated with such dealings. The Citizen’s dealings with a Third Party Vendor are at the Citizen’s and Third Party Vendor’s sole risk and, as set forth above, are without warranties or legal liability of any kind on the part of UBU.
15.10. Only Third Party Vendors who are registered VAT vendors may charge VAT on goods, products or services sold and issue a tax invoice in respect thereof. If you are not a registered VAT Vendor, you may not charge VAT on goods, products or services sold.
16. Availability of stock
16.1. You must take all reasonable efforts to monitor stock levels and ensure that when stock is no longer available, that offers thereof are discontinued on the Website.
UBU, does not and cannot guarantee the availability of stock.
16.2. When goods, products or services are no longer available after a Citizen has placed an order, it is your obligation, as the Third Party Vendor, to notify the Citizen and the Citizen will be entitled to a refund of any UBUs already paid by him/her for such goods, products, or services.
16.3. UBU relies on inventory information supplied by you as the Third Party Vendor and UBU accordingly bears no liability for any inaccuracies in the information supplied to it.
16.4. You are solely responsible for all information that you submit to the Website and any consequences that may result therefrom. Consequently, should any Citizen order any goods, products, or services from you, which are in fact sold-out or no longer available, any resulting dispute should be resolved between the Citizen and you as the Third Party Vendor.
17. What are UBUs or the UBU Voucher
17.1. The Website allows Citizens to purchase the UBU vouchers or “UBUs”, in exchange for South African Rands at the rate published on the Website from time to time.
17.2. UBUs are an electronic voucher which may be redeemed with Third Party Vendors listed in our vendor directory.
17.3. UBUs or the UBU voucher means a voucher credit balance which is represented electronically, denominated in South African Rand (ZAR).
17.4. UBUs ARE NOT REFUNDABLE.
UBUs, once loaded to a UBU Wallet are non-transferable, non-refundable, non-returnable and may not be redeemed for cash.
17.5. UBUs are a digital voucher which equates to cash, accordingly if UBUs are lost, stolen, or sent to the incorrect person it is the Citizen’s responsibility and we will not be liable for any loss suffered.
18. Payment by Users or Citizens
18.1. Payment for the Goods can only be made with UBUs via the Website. Any transaction which requires payment of fiat money or South African Rands is solely at the instance and request of you, UBU not being a party thereto and taking no responsibility therefore.
18.2. You hereby agree to accept UBUs as an electronic voucher and legal tender.
18.3. You acknowledge that UBU is not a bank and that it is not acting as a trustee, fiduciary, or escrow agent with respect your funds, but is only acting as the voucher issuer.
18.4. UBU shall not be liable for any fraud, deception, or misrepresentation by Citizens or Third Party Vendors in any capacity whatsoever.
19. Delivery of goods
19.1. We do not offer delivery of goods, products, or services to Citizens.
19.2. Citizens may elect to take a delivery option provided by you at his/her own risk.
19.3. Where you accept a Citizen’s delivery request, you will deliver the goods, products, or services to the Citizen as soon as reasonably possible, but no later than 30 (thirty) business days of receipt of payment (“Delivery Period”). You must notify the Citizen if you are unable to deliver the goods, products, or services during the Delivery Period.
20. Returns
20.1. All Third Party Vendors must publish a returns policy for access by users of the Website.
20.2. Such published policy must contain information about returning products (and related refunds, replacements, or repairs).
20.3. The relevant Third Party Vendor’s returns policy is incorporated by reference (which means that it forms part of these Terms and Conditions).
20.4. UBU takes no responsibility or liability for the return of any products, goods, or services, the Third Party Vendor accepts all responsibility and liability with regards to returns of any products, goods, or services it may have offered on or through the Website.
20.5. You, as a Third Party Vendor, agree to comply with all provisions of the Consumer Protection Act, 68 of 2008, as they are applicable to you.
21. User / Citizen Discounts
21.1. In order to make use of the Website, unless a separate agreement is reached with us, you are required to provision of a minimum of 5% (five percent) up to a maximum of 20% (twenty per cent) user/citizen discount on each transaction (“User Discount”). Such a discount is to be calculated on the basis of the normally listed price of the good, product, or service.
21.2. You are entitled, at your independent election and decision, to increase the User Discount to an amount in excess of 20% (twenty per cent), on condition that such increased amount is lawful and does not amount to anti-competitive behaviour.
21.3. The User Discount chosen by a Vendor must remain the same across all products and/or services offered for sale by the Vendor.
21.4. The User Discount is allocated to the user/citizen on each transaction in the form of a “UBU Cashbacks” reward and is allocated in UBUs.
21.5. For clarity, the following is an example of such a User Discount:
21.5.1. If the Third Party Vendor is offering a Good for sale at the value of 100 UBUs or R100.00 and using the User Discount rate of 10% then 10 of those UBUs or R10.00 (10%) are to be credited to the user/citizen in the form of a UBU Cashbacks reward.
21.5.2. The User Discount will be accounted for in the Transaction Fee charged to the Third Party Vendor for each successfully completed transaction, as detailed below.
22. Transaction Fees
22.1. We will charge you as the Third Party Vendor, a fee for the use of the Website in the form of a fee per transaction (“Platform Fee”).
22.2. UBU, unless a separate agreement is concluded, charges a Platform Fee that amounts to a total of 10% (ten per cent) of the total transaction value on each transaction.
22.3. The total transaction fees charged by UBU to the Third Party Vendor is variable depending on the User Discount granted and may amount up to 30% of the total transaction value, constituted of the:
22.3.1. maximum 20% User Discount; and
22.3.2. 10% Platform Fee;
together the “Transaction Fee”.
22.4. The Transaction Fee is due and owing to UBU by you immediately upon conclusion of the electronic transaction.
22.5. You hereby authorise UBU to deduct the Transaction Fee due to it on each Payout to you.
22.6. UBU, unless a separate agreement is concluded, does not charge a set-up or monthly fee.
22.7. You agree to pay UBU the Transaction Fee as published from time to time on the Website.
23. Payout Requests
23.1. In order for you to convert the UBUs in your wallet to fiat, UBU is required to transfer funds to your nominated bank account in the form of a deposit (“Payout”).
23.2. In order for UBU to make payment to you, the process as depicted in your vendor dashboard must be followed (“Payout Request”).
23.3. Each Payout Request will incur a fee of R10.00, payable to UBU. Such fee, together with the Transaction Fee, will be automatically deducted from the amount paid to you on your Payout Request.
23.4. Payout Failures:
23.4.1. If your bank account cannot receive a Payout for any reason and your bank returns the funds to UBU, it can take up to 5 (five) business days for your bank to return the Payout to UBU and inform UBU that it has failed.
23.4.2. Should a Payout failure occur you will be notified by email/dashboard and you are requested to submit a new Payout Request.
23.5. UBU reserves the right to hold funds beyond the normal payout distribution period detailed above, if it deems, at its sole discretion, that a transaction is suspicious or in contravention of these Terms and Conditions.
23.6. UBU is entitled to, at any time, claim back funds from a Third Party Vendor which were deemed, or shown to be, as the result of a fraudulent transaction.
23.7. You, as the Third Party Vendor, give UBU the right to debit the funds directly from your Vendor Wallet or against your designated bank account directly, should the funds in your Vendor Wallet be insufficient.
24. Errors
24.1. We shall take all reasonable efforts to accurately reflect the description, availability and purchase price of the products, goods or services offered by you on the Website. However, should there be any errors of whatsoever nature on the Website (which are not due to our gross negligence), we shall not be liable for any loss, claim or expense relating to a transaction based on any error, save – in the case of any incorrect purchase price – to the extent of refunding you for any amount already paid, or otherwise as set out in your returns policy.
24.2. UBU shall not be bound by any incorrect information regarding products, goods or services displayed on any third party websites.
25. Privacy policy
25.1. We respect our Citizen’s privacy and will take reasonable measures to protect it.
We also respect your privacy and will take reasonable measures to protect it.
25.2. By entering any and all personal information on this website, registering with the website, creating an account, offering goods and services for sale or by accepting this agreement, you consent to the processing of your personal information by UBU in terms of the Protection of Personal Information Act.
25.3. You are expected to familiarise yourself with our Privacy Policy and Website Terms and Conditions and ensure compliance, as far as reasonably possible, with such terms and conditions.
25.4. UBU requests that the Vendors consent to the use of their information so that we can inform you about any beneficial products and services which may be offered from time to time.
25.5. You may request us to stop sending you marketing at any time and we shall only use your information as in the Privacy Policy.
25.6. I hereby agree that UBU and any Third Party Vendor can communicate and market products and services to me.
25.7. I prefer to be contacted by the following methods (please choose at least one):
25.7.1. in app notifications
25.7.2. e-mail
25.7.3. SMS and MMS
26. Changes to these Terms and Conditions
26.1. We may, at our sole discretion, change any of these Terms and Conditions at any time.
26.2. It is your responsibility to regularly check these Terms and Conditions and make sure that you are satisfied with the changes. Should you not be satisfied, you must not place any further orders on, or in any other way use, the Website.
26.3. Any such change will only apply to your use of this Website after the change is displayed on the Website. If you use the Website after such amended Terms and Conditions have been displayed on the Website, you will be deemed to have accepted such changes.
27. Records
27.1. UBU’s records, unless proven to be wrong, will be evidence of your dealings with UBU and Citizens in connection with the Website.
27.2. You will not:
27.2.1. rely on UBU or any Citizen to comply with your record keeping obligations, although records may be made available to you on request within the requirements of an applicable law or UBU’s discretion; and
27.2.2. object to the admission of our records as evidence in any legal or regulatory proceedings because such records are not originals or are documents produced by a computer.
28. Third Party Copyright and Trademark Material
28.1. Third Party Copyright and Trademark Material refers to copyright and trademark works created by someone other than yourself. It includes text, logos, images, and graphs.
28.2. You are obligated and responsible for identifying the relevant copyright and trademark holders’ identity for each and every piece of Third Party Copyright and Trademark Material you intend to make use of and to secure permission to make use of such material.
28.3. UBU retains the right to request from you, the documentation proving your permission to use a particular piece of Third Party Copyright and Trademark Material. Should you be unable to provide such documentation within 5 (five) business days of UBU’s request, UBU may immediately, at its sole discretion, remove or suspend your post.
29. Ownership and copyright
29.1. The contents of the Website, including any material, information, data, software, icons, text, graphics, lay-outs, images, sound clips, advertisements, video clips, trade names, logos, trade-marks, designs, and service marks which are displayed on or incorporated in this Website (“Website Content”) are protected by law, including but not limited to copyright and trade mark law. The Website Content is the property of UBU, its advertisers and/or sponsors and/or is licensed to UBU.
29.2. You will not acquire any right, title, or interest in or to the Website or the Website Content.
29.3. Any use, distribution or reproduction of the Website Content is prohibited unless expressly authorised in terms of these Terms and Conditions or otherwise provided for in law. To obtain permissions for the commercial use of any Website Content kindly contact us.
29.4. Where any of the Website Content has been licensed to UBU or belongs to any third party, your rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time and you agree to comply with such third party terms and conditions.
30. Disclaimer
30.1. The use of the Website is entirely at your own risk and you assume full responsibility for any risk or loss resulting from the use of the Website or reliance on any information on the Website.
30.2. Whilst UBU takes reasonable measures to ensure that the content of the Website is accurate and complete, UBU makes no representations or warranties, whether express or implied, as to the quality, timeliness, operation, integrity, availability, or functionality of the Website or as to the accuracy, completeness, or reliability of any information on the Website. If any such representations or warranties are made by UBU’s representatives, UBU shall not be bound thereby.
30.3. UBU, specifically, does not warrant that:
30.3.1. the Website will meet your requirements;
30.3.2. your equipment, software and communication connections will be compatible with the hardware and software we employ to provide the Website;
30.3.3. the use of the Website will be uninterrupted, secure or error free;
30.3.4. we will be able to prevent third party disruptions of and to the operation of the Website; or
30.3.5. errors will be corrected on the Website.
30.4. With respect to any data or information that UBU or any Third Party Vendor provides to you in connection with your use of the Website, for example, the quantity of UBUs contained in your UBU Wallet, UBU and any such Third Party are not responsible or liable:
30.4.1. if any such data or information is inaccurate or incomplete in any respect; or
30.4.2. for any actions that you take or do not take based on such information or data.
30.5. UBU disclaims liability for any damage, loss, or expenses, whether direct, indirect, or consequential in nature, arising out of or in connection with your access to or use of the Website and/or any content therein unless otherwise provided by law.
30.6. Any views or statements made or expressed on the Website are not necessarily the views of UBU, its directors, employees and/or agents.
30.7. In addition to the disclaimers contained elsewhere in these Terms and Conditions, UBU also makes no warranty or representation, whether express or implied, that the information or files available on the Website are free of viruses, spyware, malware, trojans, destructive materials, or any other data or code which is able to corrupt, destroy, compromise, disrupt, disable, harm, jeopardise, or otherwise impede in any manner the operation, stability, security functionality, or content of your computer system, computer network, hardware or software in any way. You accept all risks associated with the existence of such viruses, destructive materials or any other data or code which is able to corrupt, compromise, jeopardise, disrupt, disable, harm, or otherwise impede in any manner the operation or content of a computer system, computer network, any handset or mobile device, or your hardware or software, save where such risks arise due to the gross negligence or wilful misconduct of UBU, its employees, agents, or authorised representatives. UBU thus disclaims all liability for any damage, loss or liability of any nature whatsoever arising out of or in connection with your access to or use of the Website.
31. Limitation of liability
31.1. UBU cannot be held liable for any inaccurate information published on the Website and/or any incorrect prices or descriptions displayed on the Website, save where such liability arises from the gross negligence or wilful misconduct of UBU, its employees, agents, or authorised representatives.
31.2. UBU SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES WHICH MIGHT ARISE FROM YOUR USE OF, OR RELIANCE UPON, THE WEBSITE OR THE CONTENT CONTAINED IN THE WEBSITE; OR YOUR INABILITY TO USE THE WEBSITE, AND/OR UNLAWFUL ACTIVITY ON THE WEBSITE AND/OR ANY LINKED THIRD PARTY WEBSITE.
31.3. YOU HEREBY INDEMNIFY UBU AGAINST ANY LOSS, CLAIM OR DAMAGE WHICH MAY BE SUFFERED BY YOURSELF OR ANY THIRD PARTY ARISING IN ANY WAY FROM YOUR USE OF THIS WEBSITE AND/OR ANY LINKED THIRD PARTY WEBSITE.
32. Availability and termination
32.1. We will use reasonable endeavours to maintain the availability of the Website, except during scheduled maintenance periods, and are entitled to discontinue providing the Website or any part thereof with or without notice to you.
32.2. UBU makes no express or implied representation or warranty:
32.2.1. that the Website will be available for access at all times, or at any time on a continuous uninterrupted basis;
32.2.2. as to the operation, quality, or functionality of the Website;
32.2.3. that the Website will be free of errors or defects; and
32.2.4. that the Website is free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to your data or other property.
32.3. UBU may in its sole discretion terminate, suspend, and modify this Website, with or without notice to you. You agree that UBU will not be liable to you in the event that it chooses to suspend, modify, or terminate this Website other than for processing any orders made by you prior to such time, to the extent possible.
32.4. If you fail to comply with your obligations under these Terms and Conditions, this may (in UBU’s sole discretion with or without notice to you) lead to a suspension and/or termination of your access to the Website without any prejudice to any claims for damages or otherwise that we may have against you.
32.5. UBU is entitled, for purposes of preventing suspected fraud and/or where it suspects that you are abusing the Website and/or have created multiple user profiles to take advantage of the Website, system, a promotion or Coupon, to blacklist you on its database (including suspending or terminating your access to the Website), refuse to accept or process payment on any order, and/or to cancel any transaction concluded between you and UBU or you and a Third Party Vendor, in whole or in part, on notice to you.
32.6. UBU shall not be liable to refund anything, fiat monies or otherwise, already paid by a Citizen, and accepts no other liability which may arise as a result of such blacklisting and/or refusal to process any order.
32.7. At any time, you can choose to stop using the Website, with or without notice to UBU.
32.8. UBU MAY AT ANY TIME AND IN ITS SOLE DISCRETION REMOVE ANY POSTING BY A THIRD PARTY VENDOR WHICH IT BELIEVES TO BE AN INFRINGEMENT OF THESE TERMS AND CONDITIONS.
33. Governing law and jurisdiction
33.1. These Terms and Conditions and our relationship and/or any dispute arising from or in connection with these Terms and Conditions shall be governed and interpreted in accordance with the laws of the Republic of South Africa.
33.2. Your continued use of the Website will constitute your consent and submission to the jurisdiction of the South African courts regarding all proceedings, transactions, applications, or the like instituted by either party against the other, arising from any of these Terms and Conditions.
33.3. In the event of any dispute arising between you and UBU, you hereby consent to the non-exclusive jurisdiction of the High Court of the Republic of South Africa (Gauteng Local Division, Johannesburg) notwithstanding that the quantum in the action or proceedings may otherwise fall below the monetary jurisdiction of that court.
33.4. Nothing in this Agreement or the Terms and Conditions limits your right to approach any court, tribunal, or forum of competent jurisdiction.
34. Notices
34.1. UBU hereby selects Gottschalk Attorneys, Building 1, 152 Bryanston Drive, Bryanston, Johannesburg, South Africa, 2191, as its address for the service of all formal notices and legal processes in connection with these Terms and Conditions (“legal address”). UBU may change this address from time to time by updating these Terms and Conditions.
34.2. Notices must be sent either by hand, prepaid registered post, telefax or email and must be in English.
34.3. All notices sent:
34.3.1. by hand, will be deemed to have been received on the date of delivery;
34.3.2. by prepaid registered post, will be deemed to have been received 10 days after the date of posting; and
34.3.3. by email, will be deemed to have been received on the date indicated in the “Read Receipt” notification. ALL EMAIL COMMUNICATIONS BETWEEN YOU AND US MUST MAKE USE OF THE “READ RECEIPT” FUNCTION to serve as proof that an email has been received.
35. Information
35.1. For the purposes of the Electronic Communications Act 25 of 2002, UBU’s information is as follows, which should be read in conjunction with its product descriptions and other terms and conditions contained on the Website:
35.1.1. Full name: UBU South Africa (Pty) Ltd, a private company registered in South Africa with registration number 2019/396459/07
35.1.2. Main business: Marketing and Advertising
35.1.3. Physical address for receipt of legal service (also postal and street address): Building 1, 152 Bryanston Drive, Bryanston Johannesburg, South Africa, 2192 (marked for attention: Gottschalk Attorneys)
35.1.4. Office bearers: Gottschalk Attorneys
35.1.5. Phone number: +27 64 815 9876
35.1.6. Email address: info@ubuinternational.com
35.1.7. Website: https://www.ubuinternational.com/
36. General
36.1. UBU, in its sole discretion, at any time and for any reason and without prior written notice, may suspend or terminate the operation of the Website or the user’s right to use the Website or any of its contents subject to us processing any orders then already made by you.
36.2. You may not cede, assign, or otherwise transfer your rights and obligations in terms of these Terms and Conditions to any third party.
36.3. Any failure on the part of you or UBU to enforce any right in terms hereof shall not constitute a waiver of that right.
36.4. If any term or condition contained herein is declared invalid, the remaining terms and conditions will remain in full force and effect.
36.5. No variation, addition, deletion, or agreed cancellation of the Terms and Conditions will be of any force or effect unless in writing and accepted by or on behalf of the parties hereto.
36.6. No indulgence, extension of time, relaxation, or latitude which any party (the “grantor”) may show grant or allow to the other (the “grantee”) shall constitute a waiver by the grantor of any of the grantor’s rights and the grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the grantee which may have arisen in the past or which might arise in the future.
36.7. These Terms and Conditions, read together with other terms and conditions as published on the Website from time to time, contain the whole agreement between you and UBU and no other warranty or undertaking is valid unless contained in this document between the parties.
UBU SOUTH AFRICA (PTY) LTD
UBU CASHBACKS TERMS AND CONDITIONS
1. The UBU Cashbacks Rewards programme (“the programme”) is a programme owned, operated, and managed by us.
2. These Terms and Conditions are to be read together with all other terms and conditions published on our website from time to time. All applicable terms and conditions being binding on you.
3. By participating in the programme you admit and acknowledge that you have read and understood these Terms and Conditions and those terms and conditions as referred to above and that you have consented to us sharing certain of your personal information to our third-party service providers in the ordinary course of business.
4. Definitions
The following terms will have the meaning assigned to them hereunder and cognate expression will have corresponding meanings:
4.1.1. “Earn Rate” means the number of UBU Cashbacks you will earn per unit of eligible spend, as specified by us from time to time;
4.1.2. “Eligible Spend” means all spend locally (within the borders of the Republic of South Africa), excluding tips and delivery fee from your UBU Account;
4.1.3. “Spend Partner” means an institution that we have contracted with to provide you with goods and/or services within the UBU Ecosystem, commonly referred to as merchants, suppliers, or vendors;
4.1.4. “the programme” means the programme for which you enrolled in terms of which you earn UBU Cashbacks;
4.1.5. “Transaction” means the commercial transaction, including the payment for goods and services related to your UBU Account;
4.1.6. “UBU Ecosystem” means the various mobile white label applications, known as vendor or node wallets, and vendor pages as published on any such mobile white label applications, together as a whole;
4.1.7. “UBU Account” means the citizen wallet opened by us in the name of you;
4.1.8. “UBU Cashbacks” means the points earned and spent by you in accordance with the programme, the value of which will be determined by us from time to time, which points may be redeemed within the UBU Ecosystem;
4.1.9. “UBUs” means an electronic voucher which is purchased by the citizen in exchange for South African Rands at the rate published on the Website from time to time and which may be redeemed with Third Party Vendors as listed in the vendor directory; and
4.1.10. “We”, “us” and “our” means UBU South Africa (Pty) Ltd, a private company registered in South Africa with registration number 2019/396459/07.
5. Who can join?
5.1. Anyone can join, who:
5.1.1. has a legitimate account with us; and
5.1.2. whose account is in good standing.
6. Earning of UBU Cashbacks
6.1. You earn UBU Cashbacks by concluding a Transaction with a Spend Partner.
6.2. In addition, we may, at our sole discretion from time to time, offer limited promotional Cashbacks on the purchase of UBU vouchers or “UBUs”, the terms applicable to the relevant promotion will be published together with the notification by UBU that they are running a Cashback promotion.
6.3. Such promotions may be limited in time, overall quantity, and quantity available.
6.4. UBU reserves their right to cease the offering of any promotional Cashbacks at their sole discretion at any time.
6.5. Citizen’s will be notified of any promotions which UBU is running, as well as the terms and condition thereof, through normal communication channels as agreed to by yourself and UBU shall in no way be liable should you, for any reason, not become aware that such promotion is being offered.
6.6. UBU requests the Citizens consent to the use of their information so that we can inform you about any beneficial promotions as well as products and services which may be offered from time to time. It is your responsibility to ensure that your information is kept up to date at all times and that you take notice of the relevant communications.
6.7. You may request us to stop sending you marketing at any time and we shall only use your information as in the Privacy Policy.
6.8. Please read our Privacy Policy and Website Terms and Conditions for further information on this subject.
6.9. I hereby agree that UBU and any Third Party Vendor can communicate and market products, services, and promotional activities to me.
6.10. I prefer to be contacted by the following methods (please choose at least one):
6.10.1. in app notifications;
6.10.2. e-mail; and/or
6.10.3. SMS and MMS
6.11. Your UBU Cashbacks will be calculated daily according to your Eligible Spend and be credited to your UBU Account.
6.12. We may, at our sole discretion, determine the Earn Rate which may change from time to time. We will provide you with notice of any changes within a reasonable time of effecting such changes.
6.13. You may never have a debit balance of UBU Cashbacks. This means that you may never spend more UBU Cashbacks than are in your UBU Account.
6.14. We reserve the right to debit your UBU Account with the relevant UBU Cashbacks if a Transaction is cancelled or reversed for any reason.
6.15. You will not earn any UBU Cashbacks whilst your UBU Account is suspended, dormant or has a legal or fraud status.
7. What can I use my UBU Cashbacks for?
7.1. UBU Cashbacks can be redeemed at any Spend Partner within the UBU Ecosystem.
7.2. UBU Cashbacks may not be sold, issued, exchanged, bartered, or redeemed for cash with any party other than a Spend Partner.
7.3. A request to redeem UBU Cashbacks is irrevocable and cannot be cancelled or amended once the redemption request has been made.
7.4. Apart from the fact that it is possible to link an instruction to a specific UBU Account, it is not possible to verify the actual originator, and you therefore authorize us to action any instruction purporting to originate from you, even if transpires that both you and we have been defrauded by someone else, unless you have informed us to the contrary prior to us actioning the Transaction.
7.5. The redemption of UBU Cashbacks for goods and/or services is always subject to the availability of such goods and/or services on the date desired and as determined by the Spend Partner.
7.6. Your UBU Cashbacks may never expire, as long as your UBU Account is active and in good standing.
7.7. If UBU Cashbacks accrue to a business (juristic entity) and not an individual, only the duly authorized representative of the business may redeem UBU Cashbacks.
7.8. You do not have the right to stop any payment we are making or which we are about to make to a Spend Partner, in respect of any transaction, nor will you have the right to instruct us to reverse a payment that has already been made, except as may be provided otherwise in statute.
8. What does “Lifetime Cashbacks” mean?
8.1. UBU Lifetime Cashbacks is the total number of UBU Cashbacks earned by you whilst enrolled in the programme.
8.2. It does not account for the UBU Cashbacks redeemed by you with our Spend Partners.
8.3. It simply represents the total sum of UBU Cashbacks earned and is provided for your information only and should not be relied on in any way.
8.4. It does not represent the number of UBU Cashbacks available to you.
9. Fees and charges
9.1. No interest will accrue on your UBU Cashbacks.
9.2. The following fees may be debited against your UBU Account:
9.2.1. any taxes, surcharges, cancellation fees, or any other charges related to a transaction arising from your participation in the programme;
9.2.2. any amount relating to delivery charges that arise from any UBU Cashbacks that you may redeem; and
9.2.3. the value of UBU Cashbacks in Rand that you may have obtained as a result of fraud or misconduct or that was not intended to accrue to you.
9.3. We will, at our sole discretion, determine the amount and the frequency of any fee such as a once-off enrolment fee, transfer fee, or reopening fee.
10. Cancellation, termination, and dormancy of UBU Account
10.1. By giving you written notice, we may at any time and for any reason end your participation in the programme, in which case you will have 30 (thirty) calendar days to spend your UBU Cashbacks unless your UBU Account became dormant or we believed your behaviour was inappropriate or constituted misconduct, or you breached these Terms and Conditions or any other terms and conditions as published on our website from time to time.
10.2. Termination will not affect any instruction given to us and not yet carried out, unless a fraudulent transaction was concluded by you, in which event you will immediately forfeit your UBU Cashbacks.
10.3. We will not be held liable for any damage suffered by you or any Third Party as a result of the termination of your participation in the programme.
10.4. If you close your UBU Account, you will forfeit all your UBU Cashbacks immediately.
10.5. In the case of death, insolvency, or liquidation your UBU Cashbacks will have no value and expire.
11. Spend Partners
11.1. Spend Partners are not our agents.
11.2. If there are any claims or disputes between you and a Spend Partner in respect of the nature, quality, or quantity of any goods or services you obtained from the Spend Partner or in respect of any other matter or thing, our rights to receive payment from you will not be affected in any way nor will it give anyone a right of setoff or counterclaim against us.
11.3. You hereby acknowledge that the Spend Partner is not our agent.
11.4. If you do not receive merchandise you paid for or the services you paid for were not rendered, you must contact the Spend Partner directly to attempt to resolve the dispute.
11.5. Disputes between you and the Spend Partner do not give you a right to chargeback the disputed transactions. You may contact the client service call centre and we will provide you with any transaction information we may have.
11.6. If a Spend Partner gives you a refund, it will be credited to your UBU Account only once we have received a properly issued credit voucher from the Spend Partner.
12. Liability and Indemnity
12.1. We are committed to ensuring online transactions are secure and we are entitled to investigate any loss suffered by you that allegedly occurred as a result of fraud through our website or UBU Ecosystem.
12.2. You must keep your PIN and UBU Account confidential. If you compromise this information, we will not be liable for any loss or damage suffered by you.
12.3. You carry all risk for any fraud and losses that occur with a Spend Partner. We will incur no liability if a dispute arises between you and a Spend Partner in respect of goods and services purchased. You acknowledge that none of the Spend Partners are our agents.
12.4. By redeeming your UBU Cashbacks you release us from any liability to you.
12.5. We are not liable for any loss or damage suffered by you as a result of us carrying out your instruction unless such loss or damage arises from our gross negligence or intentional misconduct.
12.6. If there is any loss of connectivity between us and you, including unavailability of the programme, for any technical reason that is beyond our control, we will not be liable to you.
12.7. We are not liable for any acts or omissions by third parties, including telephone and internet service providers and Spend Partners.
12.8. We will under no circumstances be liable for any consequential, incidental, special, or direct loss or damage resulting from these terms and conditions or your participation in the programme.
12.9. We will not be liable to you for any damage or loss that you suffer if any person gains unauthorized access to your UBU Account or any information in respect thereof.
TICKETING TERMS AND CONDITIONS
THE TICKET PURCHASE AGREEMENT
UBU South Africa (Pty) Ltd has developed and owns the Source Software which enables businesses and individuals to list their businesses as a “Vendor” within the Developer’s commerce engine and digital-commerce platform encompassing the UBU website and any associated applications (the “Website”).
Vendors may offer physical attendance and/or online streaming tickets for sale in the ordinary course of business on the Website and UBU will, in this context, act as the ticketing office and issue the relevant tickets.
The purchase of tickets is subject to these Terms and Conditions read together with all other terms and conditions published on our website from time to time. All applicable terms and conditions being binding on you.
By purchasing the ticket(s) through the Website, the Citizen consents to and acknowledges that they have read and understood these Terms and conditions and those terms and conditions as referred to above and that they have consented to us sharing their personal information with our third-party service providers in the ordinary course of business and as necessary to give effect to the ticket purchased by you.
UBU reserves the right to, without notice and at UBU’s sole and discretion, make changes to these Terms and Conditions. It is the responsibility of the user of the Website (Vendor or Citizen) to periodically review the Terms and Conditions.
A certificate (letter) signed by the administrator of this website is prima facie proof of the date and content of the latest, and any previous, versions of these Terms and Conditions and other Terms and Conditions published on this website from time to time.
What UBU does
UBU provides a platform through the use of the Website where a Vendor may list an event and the Citizens may purchase tickets for the event.
UBU acts as the platform for the sale of the tickets through its Website and collects payment from the Citizens on behalf of the Vendors.
UBU is not the creator, organiser or owner of the event as listed on the site, however, provides Vendors access to the Citizens and in turn allows the Citizens to purchase the tickets to events as created, organised and owned by third party Vendors.
UBU acts as a ticketing agent for the Vendor and facilitates the sale of tickets to, and payment from, the Citizens.
UBU does not distribute or endorse any event(s) posted, promoted and/or listed on the UBU Website and the display of such event(s) should not be construed as any form of endorsement thereof.
UBU does not endorse any of the events listed by Vendors on the Website and does not have control over the delivery, ticket prices or availability in respect of the event and therefore accepts no liability or responsibility for any inaccuracies, unavailability or changes in pricing that may occur.
The details of the event for which tickets are offered on UBU’s Website will be described on the Website, however, UBU accepts no liability for the correctness of these details as the descriptions are provided directly by the Vendors offering the tickets for sale.
Who may purchase tickets through UBU’s website
Only persons registered as Citizens on UBU’s Website will be able to purchase tickets through the Website.
If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding agreement, then you may only purchase tickets with the involvement and supervision of your parent or legal guardian. If your parent or legal guardian supervises you and gives his/her consent, then such person agrees to be bound to these Terms and Conditions and to be liable and responsible for you and all your obligations under these Terms and Conditions at all times during the course of time related to this event.
If you are purchasing tickets on behalf of a company or organisation, you confirm that you have the necessary authority to act on behalf of that entity and that entity shall be bound to these Terms and Conditions and all those associated herewith (as described above), and to be liable and responsible for you and all your obligations under these Terms and Conditions at all times during the course of time related to this event.
General Ticket Purchasing Terms
Each ticket that is sold or purchased through UBU’s website is subject to these Terms and Conditions and all those associated with it (as described above) as well as the Vendor’s, and the Streaming Service Provider’s, terms and conditions as applicable to the particular event (the “Ticket Terms”).
Each ticket purchased by a Citizen on the UBU Website is deemed to be a revocable licence to attend the particular event and will not entitle you to attend any other event.
UBU and the third-party Vendor reserve the right to limit the number of tickets available to each individual to discourage unfair booking practices
UBU reserves the right to not accept the purchase of tickets through the Website where the Citizen fails to meet specified qualification criteria including but not limited to where the Citizen does not meet the minimum age requirement for the particular event as stipulated by the Vendor or in law, or where the number of tickets exceeds any applicable limit specified for the specific event.
All ticket prices on UBU’s Website are stated in UBU voucher amounts, inclusive of VAT and all other applicable charges, and the Citizen purchasing the ticket(s) must ensure that they have sufficient UBU vouchers available for the full purchase price of the ticket(s), including any and all taxes, and associated costs.
UBU may without prior notice, change the price and availability of tickets offered for purchase on the Website.
The resale of tickets purchased from UBU’s Website is strictly prohibited.
No tickets as purchased from the UBU Website may be used for advertising, promotional or competition purposes without the prior written consent from UBU.
Payments
By submitting a request to purchase on UBU’s Website, the Citizen authorises UBU to debit the Citizens UBU account with the relevant amount due for the corresponding ticket(s).
UBU shall not be obliged to issue any tickets to the Citizen prior to receiving payment of the full purchase price of such ticket(s).
The Citizen hereby warrants that they are duly authorized to make purchases from the wallet as designated
Physical Events
Physical tickets are tickets which entitle the Citizen to physically attend the event at a predetermined date, time and location.
UBU, as a ticketing platform, is not responsible for:
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securing any venue;
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granting admission to any venue;
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the security or seating of any venue; or
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the scheduling, delivery, suitability or quality of the performances, venues or seating arrangements.
Event specific Ticket Terms, as provided by the Vendor, may be referred to or set out on the relevant ticket or may otherwise be made available to the Citizens via email and/or through our Website.
The event is attended at the Citizen’s own risk and UBU is not responsible for the security of the Citizen(s) or the Citizen(s)’s property in attending such event.
The event may be subject to media coverage, recording, live streaming and/or any other form of recording whether audio or visual (“Recording”).
Such Recordings may show the identity of the Citizen(s) in attendance at the event and therefore by purchasing the ticket(s) and attending the event, the Citizens hereby consent to any and all video, photographic or audio being used and reproduced by the relevant persons without any prior notification to the Citizen.
Upon purchase by the Citizen on the UBU Website, the ticket(s) will be delivered to the Citizen via the UBU Website.
The ticket(s) will take the form of an electronic ticket containing unique identification numbers, barcodes and/or access codes. (“QR Code”).
This code is sharable by the Citizen to any other Citizen with access to the UBU Website.
Where the Citizen has purchased multiple tickets, they will only be issued with one QR code which may be scanned multiple times, up to the number of tickets which were purchased.
The Citizen is responsible for keeping the QR Code secure as the QR Code will only enable access to the number of users as the number of ticket(s) purchased in that transaction.
Physical Event Tickets are subject to the refund policy of the Vendor offering the tickets for sale on UBU’s website.
If the event is postponed or cancelled by the Vendor all refunds will be processed by the Vendor directly.
Notwithstanding the above, if the Citizen can provide documentary proof that the intended recipient of the ticket will not be able to attend the event because of death or hospitalization, the Citizen is entitled to a refund free of any cancellation penalty which may be charged by the Vendor.
Online Streaming Events
Only registered Citizens will be able to purchase tickets and stream events through the UBU website.
For online streaming tickets the Citizen will, through UBU’s Website, gain access to a link which will direct the Citizen to a Third Party streaming platform.
Each link is specific to the Citizen who purchased the ticket and streaming will occur through the Website which such streaming may be “cast” to other devices based on the Citizens available technology.
While UBU grants the Citizen access to the streaming site, through the link provided, UBU cannot warrant that the Citizen’s technology will be compatible with any or all of the streaming services as provided by the Third Party streaming service. It is the Citizen’s responsibility to ensure that their technology is compatible and capable of viewing and/or casting the streaming of the Event.
The Citizen will be responsible to ensure that they have the requisite equipment available to enable them to stream the event.
The Vendor will only be able to submit a pay-out request for ticket sales of the event once the event has come to a conclusion on the streaming platform.
The Third Party streaming platform as consented to by the Vendor is X-Stream.
The Vendor will pay a fixed access fee to UBU for the utilisation of X-Stream’s service, which such fee shall be the amount of R200.00 (two hundred rand) per hour that the event is running on the streaming platform.
All terms and conditions as per the Third Party streaming platform, X-Stream are hereby incorporated herein and can be found here.
The Streaming Services through the streaming platform are made available to all registered Citizens to view or listen to Content for personal, non-commercial use.
The Vendors and Citizens may not:
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access, reproduce, download, distribute, transmit, broadcast, display, sell, licence, alter, modify or otherwise use any part of the Streaming Service or Content except:
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as specifically permitted by the Streaming Service,
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with prior written consent from UBU and the third party Vendor supplying the Content or any other respective rights holders; or
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as permitted by applicable law;
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circumvent, disable, fraudulently engage with, or otherwise interfere with the Service (or attempt to do any of these things), including security-related features or features that:
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prevent or restrict the copying or other use of the Content; or
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limit the use of the Streaming Service or the Content;
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access the Streaming Service by any other means other than through the Website or associated applications as held by UBU.
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collect or use any information that may identify a person unless expressly consented to by that person;
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use the Streaming Service to distribute unsolicited promotional or commercial content or otherwise unwanted mass solicitations (“Spam”);
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cause or encourage any inaccurate measurement of genuine Citizen engagement with the Streaming Service, including soliciting Citizens to increase a Vendors streams on the Streaming Service, or in any other way manipulate metrics;
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misuse any reporting, flagging, complaint, dispute or appeals process, by making groundless, vexatious or frivolous submissions;
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run contests, advertisements, sponsorships or promotions through the Streaming Service that do not comply with UBU’s policies and guidelines.
UBU at all material times is not the organiser of the event nor the streaming host and merely acts as the ticket agent and therefore any complaints or queries with regards to the event or the streaming thereof should be directed to either the Vendor or the streaming platform.
UBU is not liable for any statements or representations included in videos. UBU does not endorse any video content, nor any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with such content.
If the Citizen is not satisfied with the content of the streaming of the event, they can contact the streaming platform or the Vendor directly.
UBU makes no express or implied warranty:
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that the Streaming Service will be available for access at all times, or at any time on a continuous uninterrupted basis;
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as to the operation, quality or functionality of the Streaming Service;
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that the Streaming Service will be free of errors or defects; and
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that the Streaming Service is free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to your data or other property.
The Citizen may cancel the ticket purchase at any time prior to the date and time of the event. No cancellations will be processed after the start of the event.
If the Citizen cancels the purchase:
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more than 48 hours prior to the start of the event they will receive a 100% refund; or
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within 48 hours of the start of the event, UBU will charge a cancellation penalty equal to the value of the ticket and there will therefore be no refund.
Notwithstanding the above, if the Citizen can provide documentary proof that the intended recipient of the ticket will not be able to attend the event because of death or hospitalization, the Citizen is entitled to a refund free of any cancellation penalty.
Cancellations and Refunds
Vendors may, in certain circumstances, postpone or cancel events. In such case the Vendor may offer a refund or exchange of tickets for which the Citizen may have to follow certain procedures as specified by the Vendor. Should an event be postponed or cancelled, the Citizens will be notified either through the Website or via email and will be informed of the relevant refund or exchange procedures for the particular event.
Warranties and Liability
Although UBU at all times tries to ensure that the particulars of the events that appear on our Website are displayed and described completely and accurately, we do not warrant same and disclaim to the maximum extent permitted by applicable law any liability arising from any omissions and inaccuracies pertaining to such display and description save to the extent that such liability is caused by our gross negligence or fraud.
UBU will not be liable for any indirect, special or consequential losses of any kind whatsoever arising in connection with the event or any purchase of tickets thereof (whether in contract, statute or delict, including for negligence), save to the extent that such liability cannot be excluded by law.
UBU’s liability shall be limited to the purchase price of the ticket actually received from the Citizen in respect of such purchase irrespective of the cause of action, save to the extent that such liability cannot be excluded by law.
UBU SOUTH AFRICA (PTY) LTD
COOKIE POLICY
1. What is a Cookie
1.1. Cookies are very small text files that may be stored on your computer or mobile device when you visit a website, enable images, or click on a link in an email.
1.2. If you would like to know more about what a Cookie is, you can consider the following site:
https://www.allaboutcookies.org/
2. Why do we use Cookies
2.1. We make use of cookies to personalise and improve your online experience with us.
2.2. We also use cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website to meet your needs.
2.3. Overall, cookies help us provide you with a better website by enabling us to monitor which pages you find useful and which you do not.
2.4. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
2.5. Additionally, to Cookies, we may use Log Files or Web Beacons.
2.6. Log Files help us to track the actions occurring on the website. This may include data about your IP address, browser type, internet service provider and referring pages.
2.7. Web Beacons or “tags” or “pixels” are used to record how you browse the website.
3. What types of Cookies do we use
3.1. We use the following cookies on our website:
3.1.1. Session Cookies
3.1.1.1. These cookies are temporary and only exist for the period you browse our website.
3.1.1.2. Once you move to a different website or close your browser these cookies no longer exist.
3.1.1.3. The purpose of these cookies is to allow our website to link your actions during your session.
3.1.2. Persistent Cookies
3.1.2.1. These are permanent cookies which are stored on your device (mobile or computer) until you delete them, or they expire according to a fixed expiry date.
3.1.2.2. Persistent Cookies remember your preferences or actions on our website and enable us to ensure a better experience each time you visit.
3.1.2.3. We use these for various reasons, including remembering your preferences and choices and displaying relevant advertising messages.
3.1.3. First-Party Cookies
3.1.3.1. These are cookies owned and created by us. We use these to ensure the smooth functioning of our website and to enhance your experience.
3.1.4. Third-Party Cookies
3.1.4.1. These cookies are owned and created by another company (the third party). The third party provides us with a service which requires that they have cookies on our website, such as social media sharing, website analytics or content remarketing.
3.1.4.2. Examples of Third-Party Cookies we use are Google Analytics and Facebook Pixel.
3.1.4.3. Should you wish to receive a full list of the cookies we use please contact us on webterms@ubuinternational.com
4. How to disable cookies
4.1. You can stop your browser from accepting cookies by changing the settings on your web browser.
4.2. The following sites can assist you in changing your cookie settings:
4.2.1.1. https://www.aboutcookies.org/
4.2.1.2. https://www.allaboutcookies.org/
4.3. Please note that restricting cookies may impact the functionality of our website. We recommend allowing cookies so that you can enjoy the full experience of our website.
UBU SOUTH AFRICA (PTY) LTD PRIVACY POLICY
This privacy policy provides information on how personal data is processed in UBU South Africa (Pty) Ltd (“UBU”).
1. The purpose of processing personal data
1.1. Processing personal data in order to provide you with our services
1.1.1. In order to provide you with our services, it is necessary to process personal data.
1.1.2. This data is used to conclude transactions and allows you to use and enjoy our applications.
1.1.3. We process the following personal data points:
1.1.3.1. name;
1.1.3.2. physical address; and
1.1.3.3. physical location.
1.1.4. The legal basis for the processing of this personal data is:
1.1.4.1. section 11(1)(a) and (b) of the Protection of Personal Information Act, 4 of 2013 (“POPI”); and
1.1.4.2. article 6 (1) (a) and (b) of the General Data Protection Regulations (“GDPR”).
1.1.5. By entering any and all personal information on this website, registering with the website, creating an account, making a purchase or by accepting this agreement, you consent to the processing of your personal information by UBU in terms of the Protection of Personal Information Act.
1.2. Processing personal data for marketing purposes
1.2.1. The purpose of the processing is to reach existing, potential, and former vendors and customers in order to market our services.
1.2.2. The legal basis for the processing of this personal data is:
1.2.2.1. section 11(1)(a) of POPI; and
1.2.2.2. article 6 (1) (a) of GDPR.
1.2.3. UBU requests consent to the use of your information so that we can inform you about any beneficial products and services which may be offered from time to time. You may request us to stop sending you marketing at any time and we shall only use your information as in the Privacy Policy.
1.2.4. I hereby agree that UBU and any Third Party Vendor can communicate and market products and services to me.
1.2.5. I prefer to be contacted by the following methods (please choose at least one):
1.2.5.1. in app notifications;
1.2.5.2. e-mail; and/or
1.2.5.3. SMS and MMS.
1.3. Processing personal data in collaboration partners and contractors
1.3.1. UBU processes personal data in collaboration with partners and contractors for the purpose of delivering its services and the exchange of goods and services. Personal data processed may be names, phone numbers, addresses, e-mail addresses, and invoice information. The legal basis for processing this data is the agreements UBU has entered into with each collaboration partner and contractor.
1.4. The use of cookies
1.4.1. We use cookies on our site www.ubuinternational.com.
1.4.2. For further information, please see our cookie policy
2. Security
2.1. We have implemented appropriate technical and organisational measures to ensure that personal data is processed at a level of security appropriate to the risk, e.g., ensuring confidentiality, availability, and integrity of the personal data.
3. Recipients of the personal data and the use of subcontractors
3.1. We do not disclose and/or share your personal data to third parties except where it is necessary for fulfilling our legal obligations.
3.2. For some administrative purposes, we use subcontractors (processors). We have secured that the processing is in accordance with the requirements of GDPR and POPI by entering into data processing agreements with the data processor. The data processing agreements also ensure that personal data may not be used for any other purpose.
4. The data subject’s rights
4.1. As a data subject, you may require:
4.1.1. access to;
4.1.2. correction of; and/or
4.1.3. deletion of personal data related to the data subject.
4.2. If consent is the legal basis for the processing of your personal data, you may at any time withdraw your consent by contacting us at webterms@ubuinternational.com.
4.3. You are entitled to complain to the South African Information regulation about how we process personal data at inforeg@justice.gov.za.
5. Storage time
5.1. Storing personal data will take place as long as it is necessary for the purpose of the processing. We will not store your personal data beyond this unless there is another legal basis for the processing.
6. Contact information of the data controller
6.1. If you have any questions on how we process your personal data, please contact: webterms@ubuinternational.com.
UBU SOUTH AFRICA (PTY) LTD
AFFILIATE TERMS AND CONDITIONS
Incorporating
THE AFFILIATE AGREEMENT
1. These Terms and Conditions are to be read together with all other terms and conditions published on our website from time to time. All applicable terms and conditions being binding on you.
2. The Terms and Conditions as contained in the Affiliate Agreement entered into between yourself and UBU are incorporated herein by reference.
3. By participating in the programme, you admit and acknowledge that you have read and understood these Terms and Conditions and those terms and conditions as referred to above and that you have consented to us sharing certain of your personal information to our third-party service providers in the ordinary course of business.
4. By accepting the Terms and Conditions you also agree to accept and be bound by any amendments which may be made. In any event, the continued use of the programme shall be tacit consent to any amendments to the Terms and Conditions.
5. The Terms and Conditions does not constitute or imply any partnership, joint venture, employment, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Affiliates perform all activities at their own volition and election.
6. Should you be unable to understand the contents of these Terms and Conditions or any other Terms and Conditions as published on our website, or should you have any queries then please contact us on (XXXX).
7. Definitions
7.1. Affiliate
means an individual or a legal entity agreeing to participate in the program, and who will legally be bound by these Terms and Conditions herein.
7.2. Affiliate Programme means the program offered by the Developer whereby third parties, through their own marketing efforts, may market the Product to persons or business for the purposes of receiving a revenue-share for transactions concluded through those parties’ Labelled Applications or through a Referred Vendor.
7.3. Affiliate Account
7.4. Confidential Information
7.5. Commissions means the Affiliate’s account with the Developer, which identifies the Affiliate and comprises of an account number, password and key information related to the Affiliate.
means, in relation to either Party, information which is disclosed to either Party pursuant to, or in connection with, the Affiliate Agreement and these Terms and Conditions (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). This shall include, but not be limited to, information contained in the Source Software and the Specification documentation.
means the Rewards amount together with the Incentives amount, representing the total amount due to the Affiliate from time to time.
7.6. Core List means the list of categories of businesses or individuals that the Developer will accept as Referred Vendors and Referred Wallet holders to its programme.
7.7. Developer’s IP means those Intellectual Property Rights held by the Developer and which form part of the Source Software and Labelled Application, and or which are necessary for the development and deployment of the Source Software and Labelled Application.
7.8. End User means the individual or business which makes use of a Labelled Application to participate and transact on the Developer’s digital-commerce platform.
7.9. Incentives means the 1-Reward, 2-Reward together with the 3-Reward, which such incentive may accrue to the Affiliate on the fulfilment of certain suspensive conditions as required to qualify for the 1-Reward and 3-Reward respectively.
7.10. Net Sales means the total value of the electronic transactions concluded by End Users who have made use of a Labelled Application to conclude such a transaction.
7.11. Product means the Source Software which comprises of an out of the box solution that enables persons or businesses to obtain their own branded mobile application together with the commerce engine and digital-commerce platform that supports the Source Software.
7.12. Rewards means the A-Reward amount together with the V-Reward amount, which such rewards may accrue to the Affiliate based on the respective revenue share percentages.
7.13. Referred Vendor(s) means a business or individual who subscribes to make use of the Developer’s digital-commerce platform as a vendor as a result of a referral by the Affiliate.
7.14. Referred Wallet Holder(s) means business(s) who subscribes for and to make use of the Labelled Application as a wallet holder as a result of a referral by the Affiliate.
7.15. Successfully Onboarded means the total completion of the registration process, as per the onboarding flow, of the Referred Vendor or Referred Wallet Holder to the Developer’s platform and is deemed to be the point at which the Referred Vendor becomes live and available to Citizens or the point at which the Referred Wallet Holder’s Labelled Application becomes available on the requisite app stores.
7.16. Total Transaction Value (“TTR”) means the total Net Sales amount in Rands, inclusive of VAT or any similar tax or levy as may be imposed on it, which is generated as a direct result of End Users concluding a transaction with the Referred Vendor, or through the Referred Wallet Holder’s Labelled Application, within the Developer’s digital commerce platform.
8. Introduction
8.1. UBU South Africa (Pty) Ltd (“UBU”) has developed and owns the Source Software which enables businesses or individuals to list their business as a “Vendor” within the Developer’s commerce engine and digital-commerce platform (the “Product”) or, obtain their own branded mobile application (the “Labelled Application”) which is supported by the Product.
8.2. The businesses or individuals who list their products and service for sale within the Product are referred to as the “Vendor(s)” and those who have their own Labelled Application are referred to as the “Wallet Holder(s)”.
8.3. UBU offers an Affiliate Programme whereby third parties, through their own marketing efforts, may market the Product to persons or businesses for the purpose of receiving a revenue-share for transactions concluded with those Referred Vendors or through the Referred Wallet Holder’s Labelled Applications (the “Affiliate Program”).
9. What does the UBU Affiliate Programme entail?
9.1. An Affiliate is a third party who may, through their own marketing efforts, market the Product to potential Vendors, who may in turn register to sell their products and services within the Product, or Wallet Holders who may obtain their own Labelled Application which is supported by the Product.
9.2. This programme allows the Affiliate to receive a revenue-share for transactions concluded with the Referred Vendor or through the Referred Wallet Holder’s Labelled Application, which such revenue-share shall be a percentage of the total transactional value concluded through the Referred Vendor or through the Referred Wallet Holder’s Labelled Application.
9.3. This means that Affiliates are entitled to a percentage fee for each End User who completes a successful transaction on UBU’s digital-commerce platform (the “Rewards”):
9.3.1. with a Referred Vendor who has been referred to UBU’s product by the Affiliate (the “V-Reward”); and
9.3.2. through the use of the Referred Wallet Holder’s own Labelled Application (the “A-Reward”).
9.4. UBU may, at its sole discretion, from time to time, offer additional incentives to the Affiliate (“Incentives”) which entitles the Affiliate to earn a once-off fixed sum incentive through the conclusion of an agreement or transaction with a Referred Vendor and/or Referred Wallet Holder’.
9.5. In order for an Affiliate to be entitled to such an Incentive, the Affiliate must have agreed to and entered into an agreement, separate from these Terms and Conditions, with UBU which expressly states the conditions of such Incentive.
9.6. UBU, may, at its sole discretion, amend or alter the Rewards or Incentives structure by giving 5 (five) days written notice to the Affiliate of such amendment or alteration.
9.7. One the expiry of the 5 (five) day notice period, all transactions concluded will automatically be subject to any amended and/or altered Rewards or Incentives structure as notified by UBU.
10. Being an Affiliate
10.1. A person or business must apply to UBU to become an Affiliate, only after consideration of the application shall UBU, at its sole discretion, enter into an Affiliate relationship with the Affiliate and allow the Affiliate to register an “Affiliate Account”.
10.2. Only registered Affiliates may market the Product and be eligible for the Rewards and Incentives.
10.3. UBU may at any time, and at its sole discretion, suspend, terminate or withdraw the Affiliate Account.
10.4. UBU grants to the Affiliate a royalty-free, non-exclusive, global licence to use UBU’s IP for the sole purposes of marketing the Product, subject to the terms and conditions contained herein and in the Affiliate Agreement to be signed between UBU and the Affiliate before registration of the Affiliate.
10.5. All IP and other Intellectual Property Rights are and will remain the property of that party that has title to such IP and Intellectual Property Rights and the granting of any licence to use between the parties shall have no effect on the ownership whatsoever.
10.6. You agree that you will not in any way use any device, software or other instrument to interfere or attempt to interfere with the proper working of the Product or a Labelled Application and/or Source Software. In addition, you agree that you will not in any way use any robot, spider, other automatic device, or manual process to monitor, copy, distribute or modify the Product, the Labelled Application, the Source Software, or the information contained therein, without the prior written consent from us.
10.7. The Affiliate acknowledges that the agreement between UBU and the Affiliate shall not constitute or imply any partnership, joint venture, employment, agency, fiduciary or other relationship between the parties other than the relationship as expressly provided for the in the Affiliate Agreement.
11. Affiliate Account
11.1. The Affiliate is required to register and create an Affiliate Account with UBU.
11.2. The Affiliate agrees and warrants that the account number and password associated with the Affiliate Account will be used for its intended purposes only and the Affiliate shall not disclose the details of this account to any unauthorised user.
11.3. The Affiliate agrees that once the correct account number and password have been entered, irrespective of whether the use of the account number and password is unauthorised or fraudulent, to be bound by the instructions given thereafter.
11.4. The Affiliate acknowledges that whilst it is possible for UBU to link an instruction to a specific user, it is not possible to verify the actual originator, and the Affiliate, therefore, authorises UBU to action any instruction purporting to originate from the Affiliate, unless the Affiliate informs UBU to the contrary prior to UBU actioning the transaction.
11.5. UBU shall not be liable for any losses or damages suffered by the Affiliate as a result of the unauthorised disclosure of any passwords or account numbers.
11.6. Should the Affiliate become aware of or reasonably suspect any unauthorised access to the Affiliate Account, it must immediately notify UBU in writing of such unauthorised access and take steps to mitigate any resultant loss or harm.
11.7. UBU may suspend, terminate or withdraw the Affiliate Account at its sole discretion or on request by the Affiliate, without prejudice to any claims for damages or otherwise that UBU may have against the Affiliate.
11.8. UBU may at their sole discretion deduct or set off any taxes, surcharges, cancellation fees or any other charges related to a transaction arising from your participation in the programme, from your Affiliate Account.
12. Referral of Vendors and Wallet Holders
12.1. It is the responsibility of the Affiliate to refer Vendors and Wallet Holders to UBU whereafter UBU has the sole discretion to sign up and provide a service to the Referred Vendor and/or Referred Wallet Holder.
12.2. UBU reserves its right to refuse any Referred Vendor and/or Referred Wallet holder who is undesirable to the Developer and who does not fit within UBU’S “standards”. The Affiliate will be educated on such standards and UBU will communicate any changes to these standards from time to time.
12.3. The Affiliate shall only qualify for Rewards and/or Incentives for Referred Vendors and/or Referred Wallet Holders as accepted by UBU.
13. Rewards and Incentives
13.1. The Affiliate can earn Rewards (either in the form of A-Rewards or V-Rewards) and Incentives (in the form of 1-Rewards, 2-Rewards and 3-Rewards) as a result of transactions concluded by End Users through the use of a Referred Wallet Holder’s own Labelled Application or with a Referred Vendor.
13.2. These Rewards and Incentives are only available to the Affiliate for Referred Vendors and Referred Wallet Holders referred directly by that Affiliate to UBU, as a result of the Affiliate’s own marketing activities. These Rewards and Incentives are offered at the sole discretion of UBU and are in no way guaranteed.
13.3. UBU, may, at its sole discretion amend or alter the Rewards or Incentives structure, including the rate at which an Affiliate may earn Rewards, by giving five (5) days written notice to the Affiliate of such amendment or alteration.
13.4. The amount due to the Affiliate in terms of the Rewards together with the Incentives represents the total Commissions payable to the Affiliate.
13.5. The Rewards and Incentives payable to the Affiliate shall only accrue on receipt of the corresponding payment, in respect of that transaction(s), by UBU.
13.6. The Tracking Code and executed Affiliate Agreement will be the sole basis for determining and recording the Reward(s) and Incentive(s) due to the Affiliate. No other means of determining or recording the Reward(s) and Incentive(s) shall be used under this Agreement unless a separate agreement in writing is concluded between the Parties.
13.7. The Rewards and Incentives will only be attributed to the Affiliate where the Tracking Code and/or Affiliate Agreement records that the Affiliate was responsible for the Referred Vendor or Referred Wallet Holder as the case may be, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.
13.8. No interest shall accrue on the Rewards or Incentives.
13.9. Rewards and Incentives may not be sold, issued, exchanged, bartered, or redeemed for cash with any Third Party and may only be invoiced for by the Affiliate to UBU who shall then process payment of the Rewards in terms of the Affiliate Agreement as signed between UBU and the Affiliate.
13.10. Without prejudice to any other rights or remedies that UBU may have, if UBU reasonably believes or suspects that any Commissions paid under the Affiliate Agreement have been as a result of a breach of the Affiliate Agreement, UBU may set-off or deduct the amount of such Commissions paid from any future payments due to the Affiliate.
13.11. UBU may, at its sole discretion amend or alter the Rewards or Incentives structure or amounts by giving 5 (five) days written notice to the Affiliate of such amendment or alteration.
14. A-Reward
14.1. UBU may pay the Affiliate an A-Reward calculated at the current rate of 0.25% (zero point twenty-five percent) on Net Sales generated as a result of End User’s concluding a transaction through a Referred Wallet Holder’s own Labelled Application.
14.2. This amount shall be together with and inclusive of VAT or any similar tax or levy as may be imposed on it.
14.3. The Affiliate shall only be entitled to a Reward where the transaction occurred in a Labelled Application belonging to a Referred Wallet Holder that the Affiliate has specifically referred.
14.4. Where the End User makes use of a labelled application that does not belong to a Referred Wallet Holder, then that Affiliate is not entitled to any revenue share and such transaction will not be included in the A-Reward calculation.
14.5. The Affiliate has no exclusivity with regards to the End Users and they are free to make use of any labelled application that they wish to do so.
15. V-Reward
15.1. UBU may, at its sole discretion, pay the Affiliate a V-Reward calculated at the current rate of 0.5% (half percent) on Net Sales generated as a result of End Users’ concluding a transaction with a Referred Vendor.
15.2. This amount shall be together with and inclusive of VAT or any similar tax or levy as may be imposed on it.
15.3. The Affiliate shall only be entitled to a Reward where the End User concluded a transaction with a Referred Vendor who has been referred by that particular Affiliate.
15.4. Where the End User transacts with a vendor that has not been referred by the Affiliate, then that Affiliate is not entitled to any revenue share and such transaction will not be included in the V-Reward calculation.
15.5. The Affiliate has no exclusivity with regards to Vendors and Vendors are free to make use of any referral that they wish to do so. Furthermore, the Affiliate has no exclusivity with regards to End Users and they are free to transact with any Vendor within the Product that they wish to.
16. 1-Reward
16.1. UBU may, at its sole discretion, pay the Affiliate a once-off 1-Reward of R100.00 (one hundred Rand) for each Referred Vendor, as contained in the “Core List” as published from time to time.
16.2. In order for the Affiliate to be entitled to the 1-Reward, the Referred Vendor must be Successfully Onboarded by the Affiliate and have a minimum TTR of R100.00 (one hundred Rand) within the first month of the Referred Vendor being operational on the Product.
16.3. This amount shall be together with and inclusive of VAT or any similar tax or levy as may be imposed on it.
16.4. Only transactions concluded directly with that Referred Vendor shall contribute to the TTR.
17. 2-Reward
17.1. UBU may, at its sole discretion, pay the Affiliate a once-off 2-Reward of R200.00 (two hundred Rand) for each Referred Wallet Holder, as contained in the Core List as published from time to time.
17.2. In order for the Affiliate to be entitled to the 2-Reward, the Referred Vendor must be Successfully Onboarded by the Affiliate and have a minimum TTR of R10 000.00 (ten thousand Rand) within the first month of the Referred Vendor being operational on the Product.
17.3. This amount shall be together with and inclusive of VAT or any similar tax or levy as may be imposed on it.
17.4. Only transactions concluded directly with that Referred Vendor shall contribute to the TTR.
18. 3-Reward
18.1. UBU may, at its sole discretion, pay the Affiliate a once-off 3-Reward of R50.00 (fifty Rand) for each Referred Wallet Holder, as contained in the Core List as published from time to time.
18.2. In order for the Affiliate to be entitled to the 3-Reward, the Referred Wallet Holder must be Successfully Onboarded by the Affiliate and have a minimum TTR of R25,000.00 (twenty-five thousand Rand) within the first month of the Referred Wallet Holder being operational on the Product.
18.3. This amount shall be together with and inclusive of VAT or any similar tax or levy as may be imposed on it.
18.4. Only transactions concluded directly through the Labelled Application of that Referred Wallet Holder shall contribute to the TTR.
19. Terms of payment
19.1. Payment of any sums due by one Party to the other Party will be made within 30 (thirty) ordinary days of the receipt of a pay-out request or an invoice from the relevant Party. All payments under this Agreement will be made in South African Rands (ZAR).
19.2. All payments under the Affiliate Agreement and/or these Terms and Conditions are inclusive of VAT, which will be payable by the relevant party at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice.
20. Data protection
20.1. The Parties undertake to comply with the provisions of all applicable data protection legislation, including, in particular, the Protection of Personal Information Act 4 of 2013, to the extent that such legislation relates to the provisions and obligations of this Agreement.
21. Confidentiality
21.1. The Parties undertake that they shall at all times during the continuance of the Affiliate Agreement and for a period of 5 (five) years after its termination for any reason whatsoever keep confidential all Confidential Information, not disclose any Confidential Information to any other party, not use any Confidential Information for any purpose other than as contemplated in the Affiliate Agreement, not make any copies of and record in any way or part with possession of any Confidential Information.
21.2. Each Party shall maintain confidentiality of all Confidential Information and may only make disclosure of such Confidential Information to the extent that is necessary as contemplated in the Affiliate Agreement, or as required by law.
22. Cancellation, termination and dormancy
22.1. Either party may at any time and for any reason end the Affiliate’s participation in the programme by giving 1 (one) months written notice to the other party, in which case the Affiliate will have 20 (twenty) calendar days to request a pay-out unless UBU believes the Affiliates behaviour was inappropriate, constituted misconduct, or breached these Terms and Conditions or any other terms and conditions as published on the UBU website from time to time.
22.2. UBU will not be held liable for any damage suffered by the Affiliate or any third party as a result of the termination of the Affiliates participation in the programme.
22.3. If the Affiliate closes the Affiliate Account, without prior request for a pay-out, the Affiliate will forfeit all its Rewards and Incentives immediately.
23. Liability
23.1. UBU shall not be liable for any loss or damage suffered by you as a result of us carrying out your instruction unless such loss or damage arises from our gross negligence or intentional misconduct.
23.2. If there is any loss of connectivity between UBU and you, including unavailability of the programme, for any technical reason that is beyond our control, we will not be liable to you.
23.3. We are not liable for any acts or omissions by third parties, including telephone and internet service providers and both Vendors and End Users.
23.4. We will under no circumstances be liable for any consequential, incidental, special, or direct loss or damage resulting from these terms and conditions or your participation in the programme.
23.5. We will not be liable to you for any damage or loss that you suffer if any person gains unauthorized access to your Affiliate Account or any information in respect thereof.
24. Modification
24.1. We may modify, add, or remove any of these Terms and Conditions at any point in time. In such event, you will need to comply with a revised version of these Terms and Conditions when prompted to do so in the Affiliate Dashboard. If any modification is unacceptable to you, your only option is to end your association with the Affiliate Program by closing your account.
24.2. A certificate (letter) signed by the administrator of this website is prima facie proof of the date and content of the latest, and any previous, versions of these Terms and Conditions and other Terms and Conditions published on this website from time to time.
25. Breach
25.1. In the event that the Affiliate materially breaches these Terms and Conditions and the Developer terminates the Affiliate Agreement, any accrued and payable Rewards owing to the Affiliate shall be forfeited, and the Developer shall not be obligated to pay such Rewards to the Affiliate.
26. General
26.1. We may change these Terms and Conditions at any time. We will give you at least 30 (thirty) calendar days’ notice of such changes by direct communication with you (such as email, SMS or through the App) and by any other means.
26.2. The invalidity, illegality, or unenforceability of any of the clauses in these Terms and Conditions will not affect the validity, legality, and enforceability of the remaining clauses of these Terms and Conditions.
26.3. These Terms and Conditions will be governed and interpreted in accordance with the South African Laws.
26.4. The headings and titles contained in these Terms and Conditions are included for convenience only and shall not limit or otherwise affect the terms herein.
26.5. If any provision of these Terms and Conditions is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of these Affiliate Terms shall have full force and effect.
26.6. Neither of the parties may amend or waive any provision of these Terms and conditions unless in writing and signed by both parties.
UBU SOUTH AFRICA (PTY) LTD
WALLET HOLDER TERMS AND CONDITIONS
Incorporating
WALLET HOLDER AND DEVELOPMENT AGREEMENT
INCLUDING
APPLICATION WHITE LABELLING AND REVENUE SHARE AGREEMENT
1. The UBU Wallet Holder and Development programme (“the programme”) is a programme owned, operated, and managed by UBU.
2. These Terms and Conditions are to be read together with all other Terms and Conditions published on UBU’s website from time to time. All applicable Terms and Conditions being binding on the Wallet Holder.
3. The provisions as contained in the Wallet Holder Development Agreement entered into between the Wallet Holder and UBU are incorporated herein by reference.
4. A certificate (letter) signed by the administrator of this website is prima facie proof of the date and content of the latest, and any previous, versions of these Terms and Conditions and other Terms and Conditions published on this website from time to time.
5. By participating in the programme, the Wallet Holder admits and acknowledges that he/she has read and understood these Terms and Conditions and those Terms and Conditions as referred to above and that he/she has consented to UBU sharing his/her certain personal information to UBU’s third-party service providers in the ordinary course of business.
6. Definitions
6.1
“Agreement”
means the Vendor Wallet and Development Agreement including Application White Labelling and Revenue Share Agreement, in conjunction with these Terms and Conditions as if specifically incorporated therein;
6.2
“Acceptance Date”
means the date on which the Labelled Application is accepted (or deemed to be accepted) by the Wallet Holder;
6.3
“Account Manager”
means a designated manager from UBU who is responsible for all queries from radio stations and the public in relation to the Wallet Holder’s account as identified in Schedule 6 of the Agreement;
6.4
“Acceptance Tests”
means the tests specified in these Terms and Conditions and/or such other tests as may be agreed in writing between the Wallet Holder and UBU;
6.5
“Additional Services”
means any additional services requested by the Wallet Holder to be provided by UBU as agreed in terms of these Terms and Conditions;
6.6
“Business Day”
Means any day, other than a Saturday, Sunday, or public holiday in South Africa;
6.7
“Citizens”
means individuals who register with UBU in order to view the vendor directory list which can be accessed through UBU’s Website;
6.8
“Confidential Information”
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, Agreement or these Terms and Conditions (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). This shall include, but not be limited to, information contained in the Source Software and the Specification;
6.9
“Copyright”
means all copyright, design right, registered designs and right in the nature of copyright in UBU’s IP and Wallet Holder IP, as the case may be;
6.10
“C-Reward”
means a revenue share calculated at the rate of 3.0% (three percent) on Net Sales generated as a direct result of End Users concluding a transaction through the use of the Wallet Holder’s own Labelled Application, together with and inclusive of VAT or any similar tax or levy as may be imposed on it;
6.11
“Dashboard”
means the graphical user interface provided by UBU to the Wallet Holder which provides a current summary of key information relating to these Terms and Conditions;
6.12
“Data Protection Legislation”
means the Protection of Personal Information Act, No. 4 of 2013 together with any applicable regulations and successor legislation, and, to the extent that it is applicable, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”);
6.13
“Development Services”
means the software development, procurement, consulting, and computer programming services required to produce the Labelled Application;
6.14
“End User”
the individual or business which makes use of a Labelled Application to participate and transact on UBU’s digital-commerce platform;
6.14
“Implementation Plan”
means the timing and sequence of events agreed between the Wallet Holder and UBU for the performance of the obligations in terms of the Agreement, as set out in Schedule 2 of the Agreement;
6.15
“Intellectual Property Claim”
means Intellectual Property Claim as defined herein below in these Terms and Conditions;
6.16
“Intellectual Property Rights”
includes:
a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
b) rights under licences, consents, orders, statutes, or otherwise in relation to a right in paragraph (a);
c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
d) the right to sue for past infringements of any of the foregoing rights;
6.17
“Labelled Application”
means the application being developed or customised by UBU for the Wallet Holder, preliminary details of which are set out in the Specification as per Schedule 1 Part 1 of the Agreement, including any enhancements and modifications made;
6.18
“Net Sales”
means the value of the electronic transactions concluded by End Users who have made use of a labelled application to conclude such a transaction;
6.19
“Parties”
means both UBU and the Wallet Holder as defined in clause 1 of the Agreement and “Party” is a reference to any one of them, in accordance with the context in which such term is used;
6.20
“Planned Acceptance Date”
means the date specified in the Implementation Plan on which the Labelled Application is intended to be accepted by the Wallet Holder in accordance with these Terms and Conditions;
6.21
“Price”
means the fixed, all-inclusive price for the provision of the Labelled Application, the IP Licence, and the Documentation;
6.22
“Project”
Means, collectively, the development or customization, delivery and testing of the Labelled Application;
6.23
“Referred Vendor”
means a business or individual who subscribes to make use of UBU’s digital-commerce platform as a vendor as a result of a referral by the Wallet Holder;
6.24
“Specified Stores”
means the digital distribution platform on which the Labelled Application is to function as specified in Schedule 1 Part 3 of the Agreement;
6.25
“System”
means collectively the Specified Store and the Labelled Application;
6.26
“Source Software”
means the software which comprises of an out of the box solution that enables persons or businesses to obtain their own branded mobile application which is supported by a commerce engine and digital-commerce platform, being the software owned by UBU;
6.27
“UBU”
a company registered in South Africa in accordance with the Companies Act 71 of 2008 under registration number 2019/396459/07 with registered business address at Building 1, 152 Bryanston Drive, Bryanston, Gauteng, South Africa;
6.28
“UBU IP”
those Intellectual Property Rights held by UBU and which form part of the Source Software and Labelled Application, or are necessary for the development and deployment of the Source Software and Labelled Application as contained in Schedule 4 of the Agreement;
6.29
“UBU IP License”
means the licence of UBU IP granted by UBU to the Wallet Holder in accordance with these Terms and Conditions;
6.30
“V-Reward”
means a revenue share calculated at the rate of 0.5% (half a percent) on Net Sales generated as a direct result of End Users concluding a transaction with a Referred Vendor, together with and inclusive of VAT or any similar tax or levy as may be imposed on it;
6.31
“Wallet Holder Accounts”
means the Wallet Holder’s account with UBU, which identifies the Wallet Holder and comprises of an account number, password and key information related to the Wallet Holder;
6.32
“Wallet Holder IP”
means those Intellectual Property Rights, including those rights relating to trademarks, brand names and logos, held by the Wallet Holder and which the use thereof forms part of the Labelled Application, or are necessary for the development and deployment of the Source Software and Labelled Application as contained in Schedule 5 of the Agreement; and
6.33
“Warranty Period”
means the period of 6 (six) months after the Acceptance Date.
7. What does the UBU Wallet Holder and Development programme entail?
7.1. The Programme is such that a Wallet Holder may obtain their own branded mobile application (the “Labelled Application”) which is supported by a commerce engine and digital-commerce platform.
7.2. This programme allows the Wallet Holder to make use of the Source Software in order to obtain its own Labelled Application.
7.3. UBU offers a revenue-sharing agreement whereby certain wallet holders are entitled to a percentage fee for each End User who completes a successful transaction on UBU’s digital-commerce platform:
7.3.1. through the use of the Wallet Holder’s own Labelled Application (the “C- Reward”); and
7.3.2. with a Vendor who has been referred to UBU’s digital-commerce platform by the Wallet Holder (the “V-Reward”).
8. Development of the Labelled Application
8.1. UBU undertakes to develop and maintain the Labelled Application on behalf of the Wallet Holder and provide the Wallet Holder access to a dashboard in order to view the rewards due to the Wallet Holder.
8.2. UBU grants to the Wallet Holder a royalty-free, non-exclusive, global licence to use the Labelled Application and UBU’s IP for the purposes of marketing and utilising the Labelled Application subject to the Terms and Conditions contained herein and in the Wallet Holder Development Agreement to be signed between UBU and the Wallet Holder before development of the Labelled Application.
8.3. The Wallet Holder, in turn, grants to UBU a royalty-free, non-exclusive, global licence to use the Wallet Holder IP for the purposes of developing, hosting, and marketing the Labelled Application, subject to the Terms and Conditions contained herein and in the:
8.3.1. Wallet Holder Development Agreement to be signed between UBU and the Wallet Holder before development of the Labelled Application.
8.4. All IP and other Intellectual Property Rights are and will remain the property of that party that has title to such IP and Intellectual Property Rights and the granting of any licence to use between the parties shall have no effect on the ownership whatsoever.
8.5. The Wallet Holder agrees that it will not in any way use any device, software, or other instrument to interfere or attempt to interfere with the proper working of the Labelled Application and/or Source Software. In addition, the Wallet Holder agrees that it will not in any way use any robot, spider, other automatic device, or manual process to monitor, copy, distribute, or modify the Labelled Application or the information contained therein, without the prior written consent from UBU.
9. Change requests
9.1. If either Party identifies a requirement for a change, a Change Request will be sent to the other Party detailing the change requirements.
9.2. If sent by:
9.2.1. UBU, the Change Request will state the effect such a change will have on the Labelled Application, the Implementation Plan, and the Price;
9.2.2. the Wallet Holder, the receipt of the Change Request by UBU will constitute a request to UBU to state in writing the effect such a change will have on the Labelled Application, the Implementation Plan, and the Price. UBU will use all reasonable endeavours to supply the necessary details within seven [7] Business Days from receipt of the Change Request or such other period as may be agreed.
9.3. Where a change to the Price is required, the rates used as the basis for the additional cost for the Change Request will be the Rates as detailed in Schedule 3 of the Agreement. The Parties will then decide whether or not to implement the change. If the change is implemented, the amended Labelled Application, Implementation Plan, or Price will then become the Labelled Application, Implementation Plan, and Price for the purpose of the Agreement and these Terms and Conditions.
9.4. Where there is a change in the Price, which results in a cost for the account of the Wallet Holder, UBU will not implement any changes unless prior consent is obtained from the Wallet Holder.
10. Title and goodwill
10.1. The Wallet Holder acknowledges that UBU is the owner of the Source Software and UBU’s IP and that nothing in the Agreement or these Terms and Conditions affects that ownership.
10.2. The Wallet Holder shall not represent in any manner that it has any ownership in UBU’s IP or any registration of UBU’s IP, and the Wallet Holder acknowledges that use of UBU’s IP shall not create in the Wallet Holder any right or interest other than such specifically granted by Agreement. The ownership of UBU’s IP and the goodwill relating to UBU’s IP shall always remain vested to UBU, both during the term of the Agreement and thereafter.
10.3. Any goodwill derived from the use by the Wallet Holder of UBU’s IP accrues to UBU. UBU may at any time call for a confirmatory assignment of that goodwill and the Wallet Holder must immediately execute it.
10.4. UBU acknowledges that the Wallet Holder is the owner of the Wallet Holder IP and that nothing in these Terms and Conditions affects that ownership.
10.5. UBU shall not represent in any manner that it has any ownership in the Wallet Holder IP or any registration of the Wallet Holder IP, and UBU acknowledges that the use of the Wallet Holder IP shall not create in UBU any right or interest other than such specifically granted by these Terms and Conditions. The ownership of the Wallet Holder IP and the goodwill relating to the Wallet Holder IP shall always remain vested in the Wallet Holder, both during the term of the Agreement and thereafter.
11. Support and maintenance agreement
11.1. If the Wallet Holder requires UBU to provide training in relation to the Labelled Application in the future, both Parties will enter into a separate support and maintenance agreement, the terms of which will be agreed between the Parties.
12. Acceptance and liquidated damages
12.1. The Acceptance Tests will be agreed by the Parties in accordance with the Implementation Plan as contained in Schedule 2 of the Agreement.
12.2. UBU will ensure that the Labelled Application is ready for acceptance testing by the Planned Acceptance Date.
12.3. The Wallet Holder will be deemed to have accepted the Labelled Application immediately after the Labelled Application has passed the Acceptance Tests.
12.4. If the Labelled Application fails to pass the Acceptance Tests, UBU will be afforded ten [10] working days to rectify and repeat tests will be carried out until the earlier of the following occurs:
12.4.1. the Labelled Application passes the Acceptance Tests;
12.4.2. the Acceptance Tests have been repeated three [3] times; or
12.4.3. a 30-day period from the Planned Acceptance Date has expired.
12.5. If the Labelled Application has not been accepted by the Wallet Holder on or after the occurrence of the events stipulated hereinabove, then the Wallet Holder will be entitled, without prejudice to any other rights or remedies it may have under this Agreement or at law, to terminate the Agreement immediately by written notice upon UBU.
13. Software warranties
13.1. UBU warrants that for three [3] months following the Acceptance Date:
13.1.1. the Labelled Application will provide the facilities and functions set out in the Specification when properly used; and
13.1.2. the Program Documentation will provide adequate instructions to enable the Wallet Holder to make proper use of such facilities and functions.
13.2. UBU warrants that in fulfilling its obligations under these Terms and Conditions it will attain standards of care and skill commensurate with those currently prevailing in the software industry and that all personnel will have qualifications and experience appropriate for the tasks to which they are allocated.
13.3. UBU shall ensure that it and its servants, agents, and subcontractors take all reasonable precautions to ensure that no known viruses, spyware or other malware for which detection and antidote software is generally available are coded or introduced into the Labelled Application.
13.4. If UBU receives written notice from the Wallet Holder after the Date of any breach of the said warranties, then UBU shall at its own expense and within 30 (thirty) Business Days after receiving such notice remedy the defect or error in question.
13.5. When notifying a defect or error the Wallet Holder shall (so far as it is able) provide UBU with a documented example of such defect or error.
13.6. The said warranties above shall be subject to the Wallet Holder complying with its obligations under these Terms and Conditions and shall also be subject to the limits and exclusions of liability set out in these Terms and Conditions below. In particular, the said warranties shall not apply to the extent that any defect in the Labelled Application arose or was exacerbated as a result of:
13.6.1. incorrect use, operation, or corruption of the Labelled Application;
13.6.2. any unauthorised modification or alteration of the Labelled Application; or
13.6.3. use of the Labelled Application with other software or on equipment with which it is incompatible.
13.7. To the extent permitted by applicable law, UBU:
13.7.1. disclaims all other warranties with respect to the Labelled Application, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result; and
13.7.2. makes no warranty that the Labelled Application is error free or that the use thereof will be uninterrupted, and the Wallet Holder acknowledges and agrees that the existence of such errors shall not constitute a breach of the Agreement or these Terms and Conditions.
14. Grant of IP licence
14.1. UBU grants to the Wallet Holder a royalty-free, non-exclusive, global licence to use:
14.1.1. the Labelled Application; and
14.1.2. UBU IP for the purposes of marketing and utilising the Labelled Application, subject to the provisions of these Terms and Conditions.
14.2. The Wallet Holder grants to UBU a royalty-free, non-exclusive, global licence to use the Wallet Holder IP for the purposes of developing, hosting, and marketing the Labelled Application, subject to the provisions of these Terms and Conditions.
14.3. UBU IP and any other Intellectual Property Rights in the Source Software and/or the Labelled Application (including the source and object code) together with any related materials or documentation are and will remain the property of UBU.
14.4. The Wallet Holder IP together with any related materials or documentation are and will remain the property of the Wallet Holder.
14.5. UBU will indemnify the Wallet Holder on demand against all costs, claims, demands, expenses, and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Source Software or the Labelled Application infringes the Intellectual Property Rights of any third party subject to the following conditions:
14.5.1. the Wallet Holder will promptly notify UBU in writing of any allegations of infringement of which it is aware and will not make any admissions without UBU’s prior written consent;
14.5.2. the Wallet Holder, at UBU’s request and expense, will allow UBU to conduct and/or settle all negotiations and litigation resulting from any such claim subject to UBU taking over such conduct within twenty [20] Business Days after being notified of the claim and provided that UBU diligently pursues the settlement of any such claim; and
14.5.3. the Wallet Holder will, at the request of UBU, afford all reasonable assistance with such negotiations or litigation, and will be reimbursed by UBU on demand for all expenses incurred in doing so.
14.6. The Wallet Holder will indemnify UBU on demand against all costs, claims, demands, expenses, and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Wallet Holder IP infringes the Intellectual Property Rights of any third party subject to the following conditions:
14.6.1. UBU will promptly notify the Wallet Holder in writing of any allegations of infringement of which it is aware and will not make any admissions without the Wallet Holder’s prior written consent;
14.6.2. UBU, at the Wallet Holder’s request and expense, will allow the Wallet Holder to conduct and/or settle all negotiations and litigation resulting from any such claim subject to the Wallet Holder taking over such conduct within twenty [20] Business Days after being notified of the claim and provided that the Wallet Holder diligently pursues the settlement of any such claim; and
14.6.3. UBU will, at the request of the Wallet Holder, afford all reasonable assistance with such negotiations or litigation, and will be reimbursed by the Wallet Holder on demand for all expenses incurred in doing so.
14.7. If the Wallet Holder’s use or possession of the Labelled Application or any part of the Labelled Application in accordance with these Terms and Conditions, is held by a court of competent jurisdiction to constitute an infringement of a third party’s Intellectual Property Rights, then UBU will promptly and at its own expense:
14.7.1. procure for the Wallet Holder the right to continue using and possessing the Labelled Application or the infringing part; or
14.7.2. modify or replace the Labelled Application (or part thereof) without detracting from the overall performance of the Labelled Application, so as to avoid the infringement.
14.8. If the remedies set out in clause 14.7 above are not in UBU’s opinion reasonably available, then the Wallet Holder will return the Labelled Application which is the subject of the intellectual property claim and UBU will refund to the Wallet Holder the corresponding portion of the Price, as normally depreciated, whereupon the agreement between the Parties will immediately terminate.
15. Security and control
15.1. The Wallet Holder shall during the continuance of the IP Licence:
15.1.1. effect and maintain adequate security measures to safeguard the Source Software and UBU’s IP from access or use by any unauthorised person;
15.1.2. retain UBU’s IP and all copies thereof under the Wallet Holder’s effective control; and
15.1.3. maintain a full and accurate record of the Wallet Holder’s copying and disclosure of UBU’s IP and shall produce such record to UBU on request from time to time.
15.2. UBU shall during the continuance of the IP licence:
15.2.1. effect and maintain adequate security measures to safeguard the Wallet Holder and Radio Stations IP from access or use by any unauthorised person;
15.2.2. retain the Wallet Holder and Radio Stations IP and all copies thereof under UBU’s effective control; and
15.2.3. maintain a full and accurate record of UBU’s copying and disclosure of the Wallet Holder and Radio Stations IP and shall produce such record to the Wallet Holder and Radio Stations on request from time to time.
16. Restrictions on alterations
16.1. The Wallet Holder undertakes not to translate, adapt, vary, modify, disassemble, decompile, or reverse engineer the Source Software or the Labelled Application in any manner without UBU’s prior written consent.
16.2. In the case of reverse analysis where, permitted by applicable law, the Wallet Holder may incidentally decompile the Source Software or Labelled Application only if it is essential to do so in order to achieve interoperability of the Source Software and/or Labelled Application with another software program or hardware (“Permitted Purpose”). Such decompilation shall only be permitted provided the information obtained by the Wallet Holder thereby is only used for the permitted purpose and is not disclosed or communicated to any third party without UBU’s prior written consent and is not used to create any software which is substantially similar to the Source Software. No use in any manner which would be restricted by copyright shall be permitted.
16.3. The Wallet Holder shall first consult UBU regarding any data the Wallet Holder requires in order to achieve interoperability or to deduce underlying ideas and principles. UBU shall consider making the same available to the Wallet Holder subject to the restrictions on disclosure hereinabove.
17. Wallet Holder Account
17.1. The Wallet Holder is required to open a Wallet Holder account with UBU.
17.2. The Wallet Holder agrees and warrants that the account number and password associated with the Wallet Holder Account will be used for its intended purposes only and the Wallet Holder shall not disclose the details of this account to any unauthorised user.
17.3. The Wallet Holder agrees that once the correct account number and password have been entered, irrespective of whether the use of the account number and password is unauthorised or fraudulent, to be bound by the instructions given thereafter.
17.4. The Wallet Holder acknowledges that whilst it is possible for UBU to link an instruction to a specific user, it is not possible to verify the actual originator, and the Wallet Holder therefore authorises UBU to action any instruction purporting to originate from the Wallet Holder, unless the Wallet Holder informs UBU to the contrary prior to UBU actioning the transaction.
17.5. UBU shall not be liable for any losses or damages suffered by the Wallet Holder as a result of the unauthorised disclosure of any passwords or account numbers.
17.6. Should the Wallet Holder become aware of or reasonably suspect any unauthorised access to the Wallet Holder Account, it must immediately notify UBU in writing of such unauthorised access and take steps to mitigate any resultant loss or harm.
17.7. UBU may suspend, terminate, or withdraw the Wallet Holder Account at its sole discretion or on request by the Wallet Holder, without prejudice to any claims for damages or otherwise that UBU may have against the Wallet Holder.
17.8. UBU may at their sole discretion deduct or set off any taxes, surcharges, cancellation fees or any other charges related to a transaction arising from the Wallet Holder’s participation in the programme, from the Wallet Holder Account.
18. Registration of permitted user
18.1. Where necessary, the parties shall co-operate fully and without delay in making applications jointly to any registrar of Intellectual Property Rights for:
18.1.1. the registration of the Wallet Holder as a registered user of UBU’s IP; or
18.1.2. the registration of UBU as a registered user of the Wallet Holder’s IP.
18.2. The parties shall so far as it is reasonable, within their power to do so, execute such further documents, including any such further provisions, depose to or swear or produce the deposing to or swearing of such declarations or oaths and do any act or thing and provide any information or evidence which may be necessary or desirable for registering and maintaining the registration of the other party as a registered user.
18.3. In order to cancel any registration of a party as a registered user:
18.3.1. the Wallet Holder shall upon UBU’s request execute and deliver to UBU a document which enables UBU to cancel any registration of the Wallet Holder as a registered user; and
18.3.2. UBU shall upon the Wallet Holder’s request execute and deliver to the Wallet Holder a document which enables the Wallet Holder to cancel any registration of UBU as a registered user.
19. Owner and authorised users
19.1. The Wallet Holder will nominate in writing upon the signing of the Agreement, the person who will act as its representative and the Owner for the purposes of the Agreement. Such nominated representatives are contained in Schedule 6 of the Agreement.
19.2. The Owner is a single person with full access to, and control of, the Wallet Holder’s Wallet Holder Account and Dashboard, who is at all times authorised to act on behalf of the Wallet Holder.
19.3. Each Wallet Holder Account must have only one Owner but may have a reasonable number of Authorised Users.
19.4. The Wallet Holder undertakes that:
19.4.1. the Owner shall remain authorised to act on behalf of the Wallet Holder and to bind the Wallet Holder; and
19.4.2. all Authorised Users are permitted to view or view and operate the Dashboard.
19.5. The Wallet Holder is responsible and liable for all acts or omission by the Owner and/or Authorised Users.
19.6. UBU shall not be liable for any loss or damage suffered by the Wallet Holder as a result of an unauthorised disclosure of any Authorised Users’ and/or the Owner’s password(s) to the Wallet Holder Account and/or Dashboard.
19.7. UBU may, at its sole discretion or at the request of the Wallet Holder, suspend, terminate, or withdraw any Authorised User and/or Owner.
20. Rewards
20.1. The Wallet Holder can then earn rewards either in the form of V-Rewards or C- Rewards from transactions concluded within the UBU Ecosystem and through the Labelled Application.
20.2. These rewards are in no way guaranteed and are offered at the sole discretion of UBU. UBU may, at their sole discretion, determine the rate at which a Wallet Holder will earn Rewards and this rate is subject to change from time to time. UBU will provide the wallet holders with a notice of any change in the rate within a reasonable time of effecting such change.
20.3. The Rewards payable to the Wallet Holder shall only accrue on receipt of the corresponding payment, in respect of that transaction, by UBU.
20.4. The Tracking Code and executed Wallet Holder Agreements will be the sole basis for determining and recording the Reward(s) due to the Wallet Holder. No other means of determining or recording the Reward(s) shall be used under these Terms and Conditions unless a separate agreement in writing is concluded between the Parties.
20.5. The C-Reward and/or V-Reward will only be attributed to the Wallet Holder where the Tracking Code and/or Wallet Holder Agreement records that the Wallet Holder was responsible for the referral of the Citizen or vendor as the case may be, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.
20.6. No interest shall accrue on the Rewards.
20.7. The Wallet Holder will not earn any rewards while its Labelled Application is either dormant, suspended, or terminated.
20.8. Rewards may not be sold, issued, exchanged, bartered, or redeemed for cash with any Third Party and may only be invoiced for by the Wallet Holder to UBU who shall then process payment of the Rewards in terms of the Wallet Holder Development Agreement as signed between UBU and the Wallet Holder prior to the development of the Labelled Application.
21. C-Reward
21.1. UBU will pay the Wallet Holder a C-Reward calculated at the current rate of 3% on Net Sales generated as a result of Citizen’s concluding a transaction through the Wallet Holder’s Labelled Application.
21.2. This amount shall be together with and inclusive of VAT or any similar tax or levy as may be imposed on it.
21.3. The Wallet Holder shall only be entitled to a Reward where the transaction occurred in that Wallet Holder’s own Labelled Application.
21.4. The Wallet Holder has no exclusivity with regards to the Citizens and Citizens are free to make use of any labelled application that they wish to do so.
22. V-Reward
22.1. UBU will pay the Wallet Holder a V-Reward calculated at the current rate of 0.5% on Net Sales generated as a result of Citizen’s concluding a transaction with a Referred Vendor.
22.2. This amount shall be together with and inclusive of VAT or any similar tax or levy as may be imposed on it.
22.3. The Wallet Holder shall only be entitled to a Reward where the Citizen concluded a transaction with a vendor referred to the UBU Ecosystem by that particular Wallet Holder.
22.4. A vendor is deemed to be a Referred Vendor should they subscribe to the UBU Ecosystem using a particular Wallet Holder’s referral ID.
22.5. The Wallet Holder has no exclusivity with regards to Vendors and Vendors are free to make use of any referral code that they wish to do so.
23. Tracking and validation
23.1. The Tracking Code and executed Vendor Wallet Holder Agreements will be the sole basis for determining and recording the Reward(s) due to the Wallet Holder. No other means of determining or recording the Reward(s) shall be used unless a separate agreement in writing is concluded between the Parties.
23.2. The C-Reward and/or V-Reward will only be attributed to the Wallet Holder where the Tracking Code and/or Vendor Wallet Holder Agreement records that the Wallet Holder was responsible for the referral of the End User or vendor as the case may be, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.
24. Payment
24.1. In consideration of UBU carrying out the Project, including the development or customisation, delivery, and testing of the Labelled Application, including providing the IP Licence and the Documentation, the Wallet Holder will pay to UBU the Price which will be invoiced to the Wallet Holder as set out in Schedule 3 Part 1 of the Agreement and subject to the terms of payment set out herein below.
24.2. In consideration of any Additional Services, the Wallet Holder will pay to UBU the amounts invoiced by UBU to the Wallet Holder based on the Rates set out in Schedule 3 Part 2 of the Agreement.
25. Terms of payment
25.1. Where applicable, the payment of any sums due by the Wallet Holder to UBU will be made within thirty [30] ordinary days of the receipt of an invoice from UBU. All payments under these Terms and Conditions will be made in South African Rands.
25.2. With effect from the beginning of each year commencing on the Acceptance Date, UBU may increase the Rates in effect during the previous year, by no more than the CPI, provided that not less than thirty [30] Business Days’ prior written notice has been given to the Wallet Holder by UBU.
25.3. All payments under these Terms and Conditions, for the Wallet Holder’s account, are exclusive of VAT, which will be payable by the Wallet Holder at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice.
26. UBU’s obligations
26.1. UBU will:
26.1.1. provide the Wallet Holder with development services for the purpose of creating the Labelled Application as detailed in the Specification as contained in Schedule 1 Part 1 of the Agreement;
26.1.2. set-up the Labelled Application on the Specified Stores as contained in Schedule 1 Part 3 of the Agreement;
26.1.3. provide the documentation as contained in Schedule 1 Part 2 of the Agreement;
26.1.4. pay the Wallet Holder the Reward(s) due to it;
26.1.5. provide the Wallet Holder with access to a dashboard in order to Track End User activity on the Labelled Application(s) and which the Wallet Holder can also use to reconcile against the Reward Statement as provided for in the Agreement; and
26.1.6. carry out any additional services as agreed by the Parties.
26.2. UBU will ensure that all of its personnel engaged in the Project:
26.2.1. have the necessary skills, expertise, and diligence to undertake such work and will conform to the professional standards generally observed in the software development industry for similar services; and
26.2.2. comply with the provisions of the Agreement relating to Confidential Information.
26.3. Appoint an Account Manager from UBU to deal specifically with all matters related to the Wallet Holder.
27. Wallet holder’s obligations
27.1. Subject to UBU’s compliance with its obligations in terms of the Agreement and these Terms and Conditions, the Wallet Holder will:
27.1.1. pay the Price, and any other applicable costs, to UBU;
27.1.2. ensure compliance with all applicable Terms and Conditions as published on UBU’s website and related applications from time to time;
27.1.3. ensure that its employees and other independent contractors co-operate reasonably with UBU and its employees in carrying out the Project;
27.1.4. promptly furnish UBU with such information and documents as it may reasonably request for the proper performance of its obligations under the Agreement and these Terms and Conditions; and
27.1.5. ensure that any and all representatives appointed by it are available as reasonably required by UBU.
28. Warranties by UBU
28.1. UBU warrants that:
28.1.1. it has all necessary power and authority to execute and deliver in terms of the Agreement and these Terms and Conditions;
28.1.2. it is entitled to grant the IP Licence in accordance with the Agreement;
28.1.3. upon its execution and delivery, the Agreement will be a valid and binding obligation of UBU, enforceable in accordance with its terms;
28.1.4. the Labelled Application will perform substantially in accordance with the Specification, minor interruptions and minor errors excluded;
28.1.5. the documentation will provide users with adequate instructions to enable them effectively to operate and use the Labelled Application;
28.1.6. the development of the Labelled Application will be carried out in a professional manner conforming to best industry practices; and
28.1.7. it holds all necessary Intellectual Property Rights in relation to the Source Software.
28.2. If UBU receives a written notice from the Wallet Holder identifying a breach of the warranties or otherwise becomes aware of its failure to comply with the warranties, then UBU will, at its own expense, promptly remedy such breach or failure.
28.3. UBU will have no liability or obligations under the warranties unless it will have received written notice of the defect or error within the warranty period.
29. Warranties by the Wallet Holder
29.1. The Wallet Holder warrants that:
29.1.1. it has all necessary power and authority to execute and deliver in accordance with the Agreement and to carry out its provisions; and
29.1.2. upon its execution and delivery, the Agreement will be a valid and binding obligation of the Wallet Holder, enforceable in accordance with its terms.
30. Confidentiality
30.1. Both Parties undertake that, except as provided in clause 30.2 below or as authorised in writing by the other Party, they shall at all times during the continuance of these Terms and Conditions and for a period of 5 (five) years after its termination for any reason whatsoever:
30.1.1. keep confidential all Confidential Information;
30.1.2. not disclose any Confidential Information to any other party;
30.1.3. not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions;
30.1.4. not make any copies of record in any way or part with possession of any Confidential Information; and
30.1.5. ensure that (as applicable) none of its directors, officers, employees, agents, or advisers does any act which, if done by that Party, would be a breach of the provisions of this clause 30.
30.2. Subject to clause 30.3 below, either Party may disclose any Confidential Information to:
30.2.1. any of their sub-contractors, substitutes, or suppliers;
30.2.2. any governmental or other authority or regulatory body; or
30.2.3. any of their employees or officers or those of any party described in clauses 30.2.1 and 30.2.2 above.
30.3. Disclosure under clause 30.1 above may be made only to the extent that is necessary for the purposes contemplated by these Terms and Conditions, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in clause 30.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
30.4. Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
30.5. When using or disclosing Confidential Information under clause 30.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
30.6. The provisions of this clause 30 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement or these Terms and Conditions for any reason.
31. Undertakings
31.1. UBU will:
31.1.1. observe and obey all directions and regulations as may from time to time be reasonably given to or imposed on UBU by or on behalf of the Wallet Holder for the purposes of Agreement and these Terms and Conditions;
31.1.2. not incur unauthorised expenditure or costs on behalf of the Wallet Holder without the Wallet Holder’s prior written consent; and
31.1.3. ensure that it and its employees, agents, and sub-contractors take all reasonable precautions to ensure that no known viruses or other malware for which detection and antidote software is generally available are coded or introduced into the Labelled Application.
31.2. If UBU wishes to use material (in any medium) owned by third parties as part of the Labelled Application, it will obtain from those third parties such written assignments, releases, waivers, permissions, and licences of any relevant Intellectual Property Rights as necessary to permit such use and to enable the Wallet Holder to exploit any program containing that material in the Labelled Application in all present and future media. UBU will deliver, on written request, copies of any documentation relevant to third party clearances to the Wallet Holder.
32. Wallet holder acting as a vendor
32.1. Should the Wallet Holder wish to act as a vendor, it agrees to be bound by the vendor Terms and Conditions as published on UBU’s website from time to time.
33. Successors and Assignees
33.1. These Terms and Conditions shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees, and references to a Party in these Terms and Conditions shall include its successors and permitted assignees.
33.2. In these Terms and Conditions references to a Party include references to a person:
33.2.1. who for the time being is entitled (by assignment, novation or otherwise) to that Party’s rights under these Terms and Conditions (or any interest in those rights); or
33.2.2. who, as administrator, liquidator or otherwise, is entitled to exercise those rights;
33.3. and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction, or other reorganisation involving that Party. For this purpose, references to a Party’s rights under these Terms and Conditions include any similar rights to which another person becomes entitled as a result of a novation of these Terms and Conditions.
34. Trademark registrations
34.1. The Wallet Holder must not apply for, or obtain, registration of UBU’s IP trademarks for any goods or services in any country.
34.2. The Wallet Holder must not apply for or obtain registration of any trade or service mark in any country which consists of or comprises the word “Ubu” or “UbuX” or any confusingly similar word or words.
34.3. If UBU becomes the proprietor of a registered Trademark in the Territory, UBU will promptly give notice to the Wallet Holder and will state that the Source Software and Labelled Application is covered by the registration and these Terms and Conditions. That registered trademark will be treated as added to Schedule 4 of the Agreement from the date of such notice.
34.4. UBU will pay all renewal fees for all registrations of UBU’s IP and on request will produce to the Wallet Holder copies of the receipts.
34.5. The Wallet Holder may give notice to UBU requesting UBU to consider any new Intellectual Property Right the Wallet Holder may conceive for use in respect of the Labelled Application for inclusion within UBU’s IP and if accepted by UBU, for UBU to make applications for registrations of the new Intellectual Property Right in respect of any of the Labelled Application. UBU may (in its absolute discretion) decide whether to accept the new Intellectual Property Right for inclusion within UBU’s IP and whether to make any applications for its registration. The cost of making and prosecuting to registration any such applications shall be borne fully by UBU.
35. UBU’s proprietary and intellectual property rights
35.1. The Source Software, UBU’s IP and any and all Intellectual Property Rights of whatever nature which now or in the future subsist in the Source Software and/or Labelled Application are and shall remain the property of UBU.
35.2. The Wallet Holder shall notify UBU immediately if the Wallet Holder becomes aware of any unauthorised use of the whole or any part of the Source Software or UBU’s IP by any person.
35.3. The Intellectual Property rights of the Wallet Holder, of whatever nature which now or in the future subsist, shall remain the property of the Wallet Holder.
35.4. UBU shall notify the Wallet Holder immediately if UBU becomes aware of any unauthorised use of the whole or any part of the Wallet Holders IP by any person.
36. Intellectual property claims and disputes
36.1. UBU shall defend at its own expense any claim brought against the Wallet Holder alleging that the Use of the Source Software or UBU’s IP infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”) and UBU shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Wallet Holder:
36.1.1. furnishes UBU with prompt written notice of the Intellectual Property Claim;
36.1.2. provides UBU with reasonable assistance in respect of the Intellectual Property Claim; and
36.1.3. gives to UBU the sole authority to defend or settle the Intellectual Property Claim.
36.2. If, in UBU’s reasonable opinion, the use of the Source Software or UBU’s IP is or may become the subject of an Intellectual Property Claim then UBU shall either:
36.2.1. obtain for the Wallet Holder the right to continue using that element of the Source Software or UBU IP which is the subject of the Intellectual Property Claim; or
36.2.2. replace or modify that element of the Source Software or UBU IP which is the subject of the Intellectual Property Claim so that it becomes non-infringing.
36.3. If the remedies set out in clause 36.2 above are not in UBU’s opinion reasonably available, then the Wallet Holder shall return that element of the Source Software or UBU’s IP which is the subject of the Intellectual Property Claim.
36.4. The Wallet Holder shall defend at its own expense any claim brought against UBU alleging that the use of the Wallet Holder IP infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”) and the Wallet Holder shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that UBU:
36.4.1. furnishes the Wallet Holder with prompt written notice of the Intellectual Property Claim;
36.4.2. provides the Wallet Holder with reasonable assistance in respect of the Intellectual Property Claim; and
36.4.3. gives to the Wallet Holder the sole authority to defend or settle the Intellectual Property Claim.
36.5. If, in the Wallet Holder’s reasonable opinion, the use of the Wallet Holder IP is or may become the subject of an Intellectual Property Claim then the Wallet Holder shall either:
36.5.1. obtain for UBU the right to continue using that element of the Wallet Holder IP which is the subject of the Intellectual Property Claim; or
36.5.2. replace or modify that element of the Wallet Holder IP which is the subject of the Intellectual Property Claim so that it becomes non-infringing.
36.6. If the remedies set out in clause 36.5 above are not in the Wallet Holder’s opinion reasonably available, then UBU shall return that element of the Wallet Holder IP which is the subject of the Intellectual Property Claim.
37. Cancellation, termination and dormancy
37.1. UBU may at any time and for any reason end the Wallet Holders participation in the programme in which case the Wallet Holder will have thirty [30] calendar days to request a pay-out.
37.2. Should the Wallet Holder not have submitted a pay-out request within thirty [30] days from the date of notice of termination, the rewards remaining shall be forfeited.
37.3. UBU will not be held liable for any damage suffered by the Wallet Holder or any third party as a result of the termination of the Wallet Holder’s participation in the programme.
37.4. If the Wallet Holder closes its Wallet Holder Account, without prior request for a pay-out, the Wallet Holder will forfeit all its Rewards immediately.
37.5. Where the Wallet Holder has had no transactions through their Labelled Application by end users for a period of one [1] month, the account will deemed to be dormant.
37.6. UBU will provide the Wallet Holder with a first Notice of Dormancy upon the account becoming dormant, this notice calls upon the Wallet Holder to either facilitate transactions through their Labelled Application or to process a pay-out request for any Rewards due to them.
37.7. Should the Wallet Holder continue to have no transactions through their Labelled Application for a further period of two [2] weeks after the first Notice of Dormancy as provided above, UBU will provide the Wallet Holder with a second Notice of Dormancy which second notice shall be of substantially the same content as the initial letter.
37.8. Should the Wallet Holder not remedy the defect for a period of two [2] weeks after UBU has sent the second and final Notice of Dormancy, UBU has the right to terminate the Wallet Holder Development Agreement at their sole discretion without further notice to the Wallet Holder.
37.9. Should the Wallet Holder not have submitted a pay-out request upon the termination of the Wallet Holder Development Agreement between the Parties, the rewards remaining shall be forfeited.
37.10. Should the Wallet Holder still be deriving the V-Rewards upon termination of the Wallet Holder Development Agreement, the Wallet Holder will be automatically transferred to an Affiliate and all the Terms and Conditions applicable to an Affiliate shall automatically be applicable upon such transition from a Wallet Holder to an Affiliate.
38. Effects of termination
38.1. Upon the termination of this Agreement for any reason:
38.1.1. any sum owing by either Party to the other under any of the provisions of this Agreement will become immediately due and payable;
38.1.2. the Wallet Holder will immediately provide to the Developer the Labelled Application and the Documentation (to the extent that they have been developed), all related materials and documentation and any Confidential Information belonging to the Developer and all copies of the whole or any part thereof or, if requested by the Developer, will destroy the same and certify in writing to the Developer that it has been destroyed;
38.1.3. all clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement will remain in full force and effect;
38.1.4. termination will not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
38.1.5. each Party will (except to the extent referred to in the Terms and Conditions) immediately cease to use, either directly or indirectly, any Confidential Information, and will immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and
38.1.6. except in respect of any accrued rights, neither Party will be under any further obligation to the other.
38.1.7. any Citizen’s registered through the Wallet Holder’s Labelled Application shall, upon notice to the Citizen, be migrated to the UBU Labelled Application and the Wallet Holder shall have no further claim for any Rewards in relation to transactions concluded by those Citizens after the date of migration to the UBU Labelled Application.
39. Data protection
39.1. The Parties undertake to comply with the provisions of all applicable data protection legislation, including in particular the Protection of Personal Information Act 4 of 2013, to the extent that such legislation relates to the provisions and obligations of these Terms and Conditions.
40. No agency or partnership
40.1. The Agreement or these Terms and Conditions shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement or these Terms and Conditions.
41. Liability
41.1. UBU shall not be liable for any loss or damage suffered by the Wallet Holder as a result of UBU carrying out the Wallet Holder’s instruction unless such loss or damage arises from UBU’s gross negligence or intentional misconduct.
41.2. If there is any loss of connectivity between UBU and the Wallet Holder, including unavailability of the programme, for any technical reason that is beyond UBU’s control, UBU will not be liable to the Wallet Holder.
41.3. UBU is not liable for any acts or omissions by third parties, including telephone and internet service providers and both Vendors and Citizens.
41.4. UBU will under no circumstances be liable for any consequential, incidental, special, or direct loss or damage resulting from these Terms and Conditions or the Wallet Holder’s participation in the programme.
41.5. UBU will not be liable to the Wallet Holder for any damage or loss that the Wallet Holder may suffer if any person gains unauthorized access to the Wallet Holder’s Wallet Holder Account.
41.6. UBU shall indemnify the Wallet Holder for personal injury or death caused by the negligence of its employees in connection with the performance of their duties under these Terms and Conditions or by defects in any product supplied pursuant to these Terms and Conditions.
41.7. UBU will indemnify the Wallet Holder for direct damage to tangible property caused by the negligence of its employees in connection with the performance of their duties under these Terms and Conditions or by defects in any product supplied pursuant to these Terms and Conditions. UBU’s total liability under this clause shall be limited to R10,000.00 (ten thousand Rand) for any one event or series of connected events.
41.8. Save in respect of claims for death or personal injury arising from UBU’s negligence, in no event will UBU’s be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of UBU whether such damages were reasonably foreseeable or actually foreseen.
41.9. Except as provided above in the case of personal injury, death, and damage to tangible property, UBU’s maximum liability to the Wallet Holder under these Terms and Conditions or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to a sum equivalent to the price paid to the Wallet Holder for the products or services that are the subject of the Wallet Holder’s claim.
41.10. The Parties acknowledge and agree that the limitations contained in this clause 41 are reasonable in the light of all the circumstances.
41.11. All liability that is not expressly assumed in these Terms and Conditions is excluded. These limitations will apply regardless of the form of action, whether under statute, in contract or tort including negligence or any other form of action. Nothing in these Terms and Conditions shall exclude or limit liability for fraudulent misrepresentation.
42. Disputes
42.1. These Terms and Conditions and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with the laws of South Africa notwithstanding the conflict of law provisions and other mandatory legal provisions save that:
42.1.1. UBU shall have the right to sue to recover its fees in any jurisdiction in which the Wallet Holder is operating or has assets; and
42.1.2. UBU shall have the right to sue for breach of its Intellectual Property Rights and other proprietary information and trade secrets (collectively “IPR”) (whether in connection with these Terms and Conditions or otherwise) in any jurisdiction where it believes that infringement or a breach of the Agreement or these Terms and Conditions relating to its IPR might be taking place. For the avoidance of doubt, the place of performance of these Terms and Conditions is agreed by the parties to be South Africa.
42.2. Each Party recognises that the other Party’s business relies upon the protection of its IPR. In the event of a breach or threatened breach of IPR, the other Party will be caused irreparable damage and such other Party may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its IPR.
43. Dispute Resolution: Negotiation, Mediation then Arbitration
43.1. The Parties are obliged to negotiate or (in the event that negotiation is not successful) mediate or (in the event that mediation is not successful) arbitrate any dispute arising in connection with these Terms and Conditions and may not initiate court proceedings, save as stipulated in clause 43.6 below.
43.2. Negotiation:
43.2.1. Should any dispute, disagreement or claim arise among the Parties (“the Dispute”) concerning these Terms and Conditions, the Parties shall endeavour to resolve the dispute by negotiation.
43.2.2. This entails one of the Parties inviting the other or others in writing to meet and to attempt to resolve the Dispute within 14 (fourteen) days from date of written invitation.
43.3. Mediation:
43.3.1. If the Dispute has not been resolved by such negotiation within 14 (fourteen) days of the commencement of it by agreement among the Parties, then the Parties shall refer the Dispute to mediation.
43.3.2. The Parties shall use their best endeavours to ensure that the mediation is held and concluded, and a mediated outcome agreed upon by the Parties within 30 (thirty) working days after the delivery of the referral to mediation.
43.3.3. The mediator shall be a person agreed among the Parties. Alternatively, any Party may request the Auditors to appoint a mediator, which it is authorised to do in its sole discretion, save that the appointed mediator must be independent.
43.3.4. The mediation shall have failed if any of the Parties, not less than 30 (thirty) days after the commencement of the mediation process, delivers a written notice to the other Parties declaring that the mediation has failed.
43.4. Arbitration:
43.4.1. In the event that mediation is not successful, then the Parties must refer the matter to arbitration.
43.4.2. Referral to arbitration must be by way of written notice delivered to the addresses nominated by the Parties in the Agreement.
43.4.3. The Parties shall use their best endeavours to ensure that the arbitration is held and concluded, and a decision handed down within 30 (thirty) working days after the delivery of the referral to arbitration.
43.4.4. The arbitrator shall be a person agreed among the Parties. Alternatively, any Party may request the President of the Arbitration Foundation of South Africa (or any successor body) to appoint an arbitrator for the Parties, which he/she is authorised to do in their sole discretion, save that the appointed arbitrator must be independent.
43.4.5. The arbitrator shall have the fullest and freest discretion with regard to the procedure applicable to the proceedings, including whether or not he shall require assessors to assist in his decision making, as well as the venue and timing thereof, subject to the provisions of this clause 43.
43.4.6. The arbitrator’s decision shall be final and binding on the Parties.
43.4.7. The arbitrator may make an award as to his costs.
43.4.8. The provisions of the Arbitration Act, No. 42 of 1965, shall apply to any arbitration held in terms of this clause 43.
43.5. Unless otherwise agreed in writing by all the Parties, any such negotiation, mediation or arbitration shall be held in Johannesburg, South Africa.
43.6. Court proceedings:
43.6.1. A Party may institute court proceedings only if such court proceedings are necessary:
43.6.1.1. for the protection of any rights pending the resolution of an arbitration in terms hereof; or
43.6.1.2. to obtain relief where grounds justifying urgent relief exist; or
43.6.1.3. to compel a Party to abide by the terms of this dispute resolution clause.
44. Force majeure
44.1. Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause, that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, pandemic, epidemic or any other event that is beyond the control of the Party in question.
44.2. If such circumstances continue for a continuous period of more than ninety [90] ordinary days, either Party may terminate the Agreement and these Terms and Conditions by written notice to the other Party in accordance with the procedure recorded in the Agreement.
45. Law and Jurisdiction
45.1. These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of South Africa.
45.2. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of South Africa.
