Product Terms: Yep Online Market Place

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Product Terms: Yep Online Market Place

InterpretationDurationSubscription FeesUndertakings And AcknowledgementsTerms And Conditions For Yep Online Market PlaceChanges To The Customer Online Store SpecificationsCustomer ResponsibilitiesAccess To Information And Use Thereof Limitation Of Liability

  • Interpretation

    1. Unless the context clearly indicates the contrary, any term defined in the General Terms when used herein, shall bear the same meaning as defined in the General Terms.
    2. The headings to these Product Terms are to facilitate reference and shall not affect or influence in any way the construction of any of the Product Terms.
    3. These Product Terms hereby incorporate by reference the General Terms, Use Policies and any other applicable Platform Terms.
    4. In the event of any inconsistency among the terms in the General Terms, Product Terms, Use Policies and Platform Terms, then, if such inconsistency relate to: (i) a general provision, then the General Terms will apply; (ii) the use of the Services, then, the Use Policies will apply; and (iii) a specific Service provision, then these Product Terms will apply.
    5. To the extent that there is any contradiction between the General Terms and these Product Terms the following order of precedence shall apply: (i) these Product Terms; and (ii) the General Terms.
    6. Unless the context clearly indicates to the contrary, the following words bear the meanings ascribed thereto-
      1. “Activation Date” means notwithstanding the General Terms, the live date of the Customer Online Store;
      2. “Advertisement” means mode or anything that promotes, markets and/or provides information or news about a product, service, event, business, company, person, idea, concept, job vacancy, contest etc., and includes but is not limited to announcements, notices, text, pictures, graphics, Directory, SEM, Banner, EDM, WAP, sponsored keyword search results, and/or mobile direct mailers, audio broadcasts, audio-visuals, movies and other forms of representations or media containing such promotion, information or news, including any Amendment or revision thereto;
      3. “Advertising Contract” means the advertising contract entered into by the Parties for the Publication of Advertisements of Customer products and/or services which contract shall when Signed, be incorporated herein by reference;
      4. “Amendment” means proposed amendment or revision of any Advertisement or Material submitted to YEP for Publication;
      5. “ARB” means the Advertising Regulatory Board, being a self-regulatory non-profit company, which regulates the content of advertising geared to ensure adherence to the Code of Advertising Practice as prescribed by section 55 of the ECA;
      6. “Customer” means customer as defined in the Order Form;
      7. “Customer Content” means Customer Materials required for the Customer Online Store;
      8.  “Customer Online Store” means Yep White Labelled Portal used for the design and set up of Customer’s online store utilising the Yep Online Market Place Platform, to enable (i) the Publication of Customer Online Store for the marketing, promotion and/or sale of Customer products and/or services to Customer’s own client(s); (ii) display of Customer products and/or services; (iii) online trading; (iv) processing of quotes, orders and the like for Customer’s clients; (v) management of orders and service delivery and transaction reporting as accessed by Customer’s client’s via mobile app or website;
      9. "Device(s)" means a computer, workstation, smartphone, tablet, or other electronic device used by Customer to access the Customer Online Store;
      10. “General Terms” means the terms and conditions set out in the general terms and conditions for YEP’s customers, which is available at http://yep.co.za under the heading General Terms;
      11. “Materials” means all designs, artwork, photographs, negatives, diskettes, drawing, chart, graph, audio/audio-visual recording, graphics, user-interface, ‘look-and-feel’, programming code, scripts, and software and other materials and supplies provided for or relating to the Publication of any Advertisement or Amendment;
      12. “Party(ies)” means YEP and Customer individually and/or collectively as the context may indicate otherwise;
      13. “Platforms” means the YEP Online Market Place including any other platforms enabled and managed by YEP or its Affiliates for the marketing and promotion of Yep Online Market Place, Customer Online Store, which platforms shall be added from time to time by YEP, as and when enabled for use by customers;
      14. “Platform Terms” means the terms and conditions applicable to all Users of YEP’s Platforms including access and use thereof via Yep Online Market Place and published at https://www.yep.co.za;
      15. “Product Terms” means these Yep Online Market Place Terms and Conditions applicable to Customer Online Store, including access and use thereof via Yep Online Market Place and published at https://www.yep.co.za
      16. “Publication” or “Publish” means the display or publication of Customer Online Store and/or display, publication, broadcast, and dissemination of Advertisements via the Yep Online Market Place;
      17. “Service” means the design, set up and Publication of Customer Online Store and where applicable, provision of Yep Online Store Professional Services;
      18. “Subscription Fees” means the fees chargeable for the provision of the Services including any other fee charged by YEP as fully set out in the Order Form;
      19. “Use Policies” means the “Acceptable Use Policies” for YEP’s customers, which is available at https://www.yep.co.za under the heading Use Policies;
      20. “Yep Online Market Place” means a comprehensive on-line, web based and/or mobile portal and/or e-commerce engine enabled for use by merchants being Customers of YEP, whose online stores are hosted by YEP to enable trade online, manage orders and view transaction reporting as fully described in clause 5.1 below;
      21. “Yep White Labelled Portal” means a website or mobile app developed, designed and enabled for use by Customer on a subscription basis to design and set up Customer Online Store;
      22. “Yep Online Store Professional Services” means the online store professional services rendered by YEP to Customer in accordance with the choices, as set out in the Order Form;
      23. “Yep Terms” means collectively, the Platform Terms, General Terms, Product Terms and Use Policies including any other terms as set out in any of the YEP portals available at https://www.yep.co.za.

  • Duration

    1. The Services shall commence upon the earlier occurrence of the following events:
      1. YEP’s acceptance of Customer's Order Form for subscription to Yep Online Market Place; or
      2. Activation Date of the Customer Online Store for use by Customer, whichever is the earlier of the two (“Commencement Date”).
    2. The Services shall endure for an initial period of 12 (twelve) months following the Commencement Date (hereinafter referred to as the "Initial Period").Either Party may terminate the Services at the end of the Initial Period in accordance with clause 20 of the General Terms. Any notice of termination given by Customer during the Initial Period shall only become effective upon the expiry of the Initial Period.
    3. If neither Party has given notice as contemplated in clause 2.2 above, the Services shall endure indefinitely thereafter on the same terms and conditions (except for Subscription Fees, which may be amended by YEP), provided that either Party shall be entitled to terminate the Services in accordance with clause 20 of the General Terms.
    4. To the extent that the Services provided to Customer are suspended by YEP for any reason whatsoever, Customer acknowledges that the Customer Online Store will be blocked and any Publication thereof will be removed from the Yep Online Market Place and/or Platforms.

     

  • Subscription Fees

    1. Customer shall pay YEP the Subscription Fees specified in the Order Form in accordance with the payment provisions set out in the General Terms unless specified otherwise in writing by YEP.

  • Undertakings And Acknowledgements

    1. YEP undertakes to use its reasonable endeavours to provide Customer with the Yep Online Market Place on a 24 (twenty-four) hour per day basis on each and every day for the continued duration of the Services.
    2. Customer acknowledges that the following circumstances and events may impact upon its use of the Yep Online Market Place and further that these circumstances and/or events are beyond YEP’s control: (i) use of the Yep Online Market Place by other customers; (ii) limitations upon international bandwidth capacity; (iii) telecommunication service operator failures; telecommunication links failures; (iv) mobile service operator failures; (v) mobile network failures; (vi) operating systems; (vii) access technology failures; (viii) any action, omission and/or failure by Customer and/or his/her/its systems, software, network and/or equipment which is having an impact on the Yep Online Market Place; and (ix) any other action, omission and/or failure not within YEP’s control which is having an impact on the Yep Online Market Place.

    3. Customer acknowledges that: (i) in using the Yep Online Market Place, it does so at its own risk; and (ii) YEP does not guarantee that the Yep Online Market Place will be uninterrupted or error free.

    4. Without limiting the generality of the General Terms, YEP expressly disclaims any direct, indirect, incidental, special, punitive or consequential loss or damages which arise or may arise out of: (i) the Yep Online Market Place; (ii) the use of Yep Online Market Place; (iii) fraudulent use of Yep Online Market Place by an unauthorized third party on Customer's account; (iv) any dispute between Customer and any other third party, including (without limitation) a third party service provider, relating to or resulting from Yep Online Market Place and/or third party service provider products; and (v) any revision of the fees by a third party service provider.

  • Terms And Conditions For Yep Online Market Place

    YEP shall as part of the Yep Online Market Place provide Customer with the Services as fully set out below:

    1. Design, Setup Customer Online Store:
      1. YEP owns, controls, manages and administers Yep Online Market Place, located and accessible at the URL http://yep.co.za. Yep Online Market Place is a web based and/or mobile app containing listings of, and “click through” functionalities to, e-commerce enabled web sites of various online merchants (including direct “click throughs” to products and services offered on such web sites) who, through their relationship with YEP, subscribe for tenancy in Yep Online Market Place. The Yep Online Market Place, furthermore, contains additional functionalities and value added services, such as category and product search capabilities, consumer services and such other functionalities and services as these may be added to, amended and (re)developed by YEP from time to time.
      2. YEP owns the Yep White Labelled Portal used in the design and set up of the Customer Online Store including any, graphics, user interface, screen designs and the overall ‘look and feel’ and all programming codes contained therein.
      3. YEP shall not be liable for any damages, losses, costs, claims and expenses incurred by Customer due to virus, malfunction, interruption, unavailability, maintenance, suspension and/or downtime occurring on the Platforms, the Customer Online Store or any part of it. YEP shall have the right to suspend the Customer Online Store and/or Platforms or the Yep Online Market Place at any time and for any reason, with or without notice, but if such suspension lasts or is to last for more than seven (7) days Customer will be notified of the reason.
      4. Customer acknowledges that subscription to the Yep Online Market Place is not exclusive to Customer and YEP shall be allowed to market, promote and sell Yep Online Market Place for subscription by other customers, merchants or the like, subject to the Yep Terms.
      5. Upon acceptance of the Order Form, YEP will give Customer access to the Yep White Labelled Portal and Customer shall:
        1. use the Yep White Labelled Portal to design the Customer Online Store in line with the development permutations allowed;
        2. integrate all Customer Content, into the Yep White Labelled Portal application and thereby establishes Customer Online Store. YEP shall also provide the necessary functionality to navigate within Customer Online Store;
        3. modify the “look and feel” of the Yep White Labelled Portal to reflect Customer branding and display Customer Content;
        4. not modify the functionalities or logic contained in the Yep White Labelled Portal in any way from the functionalities or logic contained in the Yep White Labelled Portal unless such modification is within the development permutations;
        5. at its own costs and expense, administer and manage the Customer Online Store in accordance with the security policies and procedures implemented by YEP with regard to the YEP Online Market Place from time to time;
        6. at its own costs and expense, maintain the Customer Online Store to comply with the terms and conditions set out in these Product Terms and shall ensure use thereof is in accordance with the Use Policies;
        7. at its own costs and expense, ensure that the Customer Online Store including the marketing, promotion, and sale of Customer products and/or services in accordance with the provisions of the Applicable Laws;
        8. at its own costs and expense ensure that it has all policies, processes and procedures in place for cancellation of orders, returns and/or exchange of products, payments and refunds etc.; and
        9. at its own costs and expense ensure that the use of any client personal information is in accordance with POPIA and/or any Data Protection Legislations and shall, without limiting the provisions of the General Terms, indemnity YEP and its Affiliates for any losses and/or claims by Customer’s client resulting from a breach of POPIA and/or Data Protection Legislations.
      6. Upon acceptance of the Order Form, YEP shall where Customer has selected the Yep Online Market Place Professional Services, allocate a team for the design, development, and activation of the Customer Yep Online Market Place which team shall:
        1. use the Yep White Labelled Portal to design the Customer Online Store in line with the development permutations allowed and Customer specifications;
        2. integrate all Customer Content, into the Yep White Labelled Portal application and thereby establishes Customer Online Store. YEP shall also provide the necessary functionality to navigate within Customer Online Store;
        3. modify the “look and feel” of the Yep White Labelled Portal to reflect Customer branding and display Customer Content;
        4. not modify the functionalities or logic contained in the Yep White Labelled Portal in any way from the functionalities or logic contained in the Yep White Labelled Portal unless such modification is within the development permutations.
      7. Upon acceptance testing of Customer Online Store by Customer, Customer shall at its own costs and expense:
        1. administer and manage the Customer Online Store in accordance with the security policies and procedures implemented by YEP with regard to the Yep Online Market Place from time to time;
        2. maintain the Customer Online Store to comply with the terms and conditions set out in these Product Terms and shall ensure use thereof is in accordance with the Use Policies;
        3. ensure that the Customer Online Store including the marketing, promotion and sale of Customer products and/or services is carried in accordance with the provisions of the Applicable Laws;
        4. ensure that it has all policies, processes and procedures in place for cancellation of orders, returns and/or exchange of products, payments and refunds etc.; and
        5. ensure that the use of any client personal information is in accordance with Data Protection Legislations.
      8. Customer acknowledges that the Yep Online Market Place Professional Services provided by YEP in terms of clause 5.1.6 above, are a once-off project service and do not include: (i) ongoing updates to Customer Online Store and/or Customer's products and/or services or any other item incorporated therein; and (ii) any other services other than the enablement of the Customer Online Store. Any such service required, will be quoted separately in accordance with YEP sales processes and procedures.
      9. Hosting of Customer Online Store
        1. YEP shall provide Customer with 10MB (ten megabytes) of space on a YEP server in order to host the Customer Online Store. YEP shall use reasonable commercial endeavours to procure the availability of the Customer Online Store and permit access to such online store by Customer’s clients, visitors and/or third parties.
        2. YEP shall use reasonable commercial endeavours to: (i) procure the availability of the Customer Online Store 99% (ninety nine) percent of the time, calculated over 3 (three) consecutive months and permit access to such website by third parties; and (ii) correct any availability issues within its control within 4 (four) hours of such problem being reported to YEP.
        3. YEP undertakes to use reasonable commercial endeavours to ensure that Yep Online Market Place is secure to prevent unauthorized access to Customer Online Store. Notwithstanding the aforesaid, Customer remains responsible for the security of Customer Online Store.
      10. YEP shall, as part of Yep Online Store Professional Services, provide Customer with monthly statistics relating to Customer’s website, which statistics will be available to Customer at the following URL: http://webstats.yep.co.za.
      11. Customer acknowledges that their Yep Online Market Place does not include FTP access.

  • Changes To The Customer Online Store Specifications

    1. Customer may at any time (at its own costs and expense) and prior to the Activation Date, request amendments or modifications to be made to the Customer Online Store. All amendments or modifications to the Customer Online Store agreed to in writing between the Parties and the additional costs associated with such amendments or modifications shall be borne by Customer and YEP shall submit a quote for such amendment for Customer’s approval.

  • Customer Responsibilities

    1. Customer Content:
      1. Customer is and remains responsible for the Customer Content displayed on the Customer Online Store and shall ensure that such content is compliant with the Use Policies as well as the standards and rules prescribed by ARB. As such, YEP treats all Customer Content displayed by Customer as correct representation of Customer branding, trademarks, copyright product/services. Customer shall ensure that all Customer Content complies with all Applicable Laws, standards and rules set by ARB including copyright and trademarks.
      2. Notwithstanding the above, and without limitation to the Use Policies, if at any time (whether before or after first Publication of Customer Online Store) in the opinion of YEP, the Publication of the Customer Online Store and/or any Customer Content would by reason (including any design, photograph, text or statement therein):
        1. infringe the intellectual property or other rights of any person; or
        2. constitute a libel of any person; or
        3. offend public standards of morality or decency; or
        4. offend racial or religious sensitivities; or
        5. violate any code, regulation, directive or law in the Republic of South Africa or any jurisdiction in which the same would be Published; or
        6. be contrary to any Use Policies or contracts entered into between YEP and Third-Party Service Providers; or
        7. will or is likely to cause YEP or any of its Affiliates to be in breach or potential breach of POPIA and/or Data Protection Legislation; or
        8. any consent or approval required to be obtained for the use of the Customer Content in the Customer Online Store has not been obtained, YEP shall be entitled, at its absolute discretion, to:
          1. refuse to Publish Customer Online Store;
          2. accept any copy of Customer Content or Amendment;
          3. require that Customer makes such revision or modification as to the form and/or content of that Customer Content or Customer Online Store by a deadline specified by YEP; or
          4. edit, revise, re-arrange, amend or modify the form and/ or Customer Content or Customer Online Store to its own accord and in such manner as it considers appropriate before it Publishes Customer Online Store, and all costs incurred by YEP in this regard, shall be borne by the Customer and added to Customer’s Subscription Fees.
      3. In any case where YEP declines to Publish or ceases to Publish the Customer Online Store or any Customer Content based on the reasons set out in clause 7.1.2 above or Customer fails to make revision or modification to the Customer Content, to the satisfaction of YEP within the deadline specified by YEP, YEP shall not be, without limiting the provisions of clause 21 of the General Term (a) liable to Customer for any general damages including direct, indirect damages and/or consequential losses, loss of profit or business suffered by Customer; or (b) required to refund Customer for any payments already made by Customer.
    2. Online Store Management:
      1. Customer shall be responsible for the uploading, displaying and/or Publication of any Customer Content required by Customer on Customer Online Store and such content is loaded, displayed, and/or Published at Customer’s sole discretion and risk.
      2. YEP shall not be responsible for Customer Content as displayed and/or Published on Customer Online Store. Customer furthermore agrees that YEP has no interest in the Customer Content and/or database of the Customer Online Store and agrees that nothing that YEP does in the performance of its obligations in terms of the Yep Online Store Professional Services shall be construed as an assumption of responsibility or liability on the part of YEP for any Customer Content and/or database displayed or Published on Customer’s on Customer Online Store whether or not YEP had knowledge of such content.
      3. Customer shall when loading, uploading, displaying and/or Publishing any content on Customer Online Store or accessing and/or using Customer Online Store:
        1. comply with the YEP Terms, ARB, any Applicable Laws and/or regulations; and
        2. remain solely responsible for: (a) securing all necessary licenses, consents, and/or permissions for the Publication and/or use of the Customer Content or any part thereof, including without limitation all trademarks, logos, names and branding contained therein; (b) ensuring that its use, Publication and display of the Customer Content will not infringe on any copyright, trademark, patent, trade secret or other proprietary or intellectual property right of any third party or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any third party; (c) the quality and performance of any aspect of the Customer Content; (d) ensuring that its content remains current, correct and up-to-date; (e) the modification and/or enhancement to its Customer Online Store and/or Customer Content; (f) dealing with persons who access Customer Online Store and/or Customer Content and shall not refer any complaints or enquiries relating to such Customer Online Store and/or Customer Content to YEP; and/or (g) ensuring that the Customer Online Store and Customer Content is and will at all times remain free from computer viruses, worms, Trojan horses and other malicious code. Customer acknowledges that YEP shall be entitled to suspend the Customer Online Store and/or terminate the Services should any Customer Content loaded, displayed and/or Published on the Customer Online Store breach the provisions of the Yep Terms Applicable Law and/or regulation.
      4. Without limiting the generality of the Yep Terms, Customer hereby indemnifies YEP and holds it harmless against any losses, damages (direct and indirect), costs, and/or any claim of whatsoever nature made by any person arising directly or indirectly from the display and/or Publication of any Customer Content and/or the Customer Online Store. YEP retains the right to carry out routine checks to validate any Customer Content on the Customer Online Store.
      5. All intellectual property rights of or belonging to YEP or held by YEP under any licensing agreement with any Third Party Service Provider (including, but not limited to, intellectual property rights in or related to the YEP network infrastructure, the YEP e-commerce network infrastructure and the YEP web store, app store, web site application and/or obtained or developed by YEP after commencement of these Product Terms Yep Online Market Place Services) shall be and remain the sole property of YEP and the relevant licensor's respectively.
      6. Customer acknowledges that all intellectual property rights in or related to the layout, design, look and feel, development and/or functionality of Yep White Labelled Portal, Yep Online Market Place and the YEP web store, app store application shall be and remain the exclusive property of YEP.
      7. The copyright in any artwork and material provided to YEP by Customer for its Customer Online Store, shall remain vested in Customer or the holder of the copyright therein and shall be the sole responsibility of Customer and Customer hereby indemnifies YEP and holds it harmless against any losses, damages (direct and indirect), costs, and/or any claim of whatsoever nature made by any person arising directly or indirectly from the the use in any way of such artwork or material on the Customer Online Store.
    3. E-commerce and Payments:
      1. Customer acknowledges and agrees that the Customer Online Store is not e-commerce enabled and as such, Customer is responsible to:
        1. ensure that the Customer Online Store has in place its preferred payment method type to facilitate payment of Customer’s products and/or services online.
        2. ensure that its preferred e-commerce provider is accredited with the relevant authorities and has all security standards approved by Payment Card Industry Data Security Standards (PCIDSS).
        3. ensure that where Customer Online Store is e-commerce enabled, it has mechanisms in place for security of transactions and processing and acceptance of payment as recommend by PCIDSS.
      2. In this regard, YEP shall not (without limiting the provision of the General Terms), be liable in any manner whatsoever for any fraudulent payment, failed payment and lack thereof by any of Customer’s clients upon sale and delivery of products and/or performance of services and expressly disclaims any direct, indirect, incidental, special, punitive or consequential loss or damages which arise or may arise out of such fraudulent payment and/or failed payment.
    4. Client Management
      1. It is recorded that Customer shall use its best endeavours to market and promote the Customer Online Store to Customer clients.
      2. YEP shall where possible, use its reasonable endeavours to assist Customer in the marketing and promotion of Customer Online Store via Platforms.
      3. Customer acknowledges that YEP does not take any responsibility for the quality of the Customer Online Store, the quality of Customer products and/or services offered by Customer via Customer Online Store, the relationship between Customer and its own client and/or visitors to Customer Online Store and quality of the Internet and/or delays in the Customer Online Store as experienced by Customer’s clients, visitors and/or third parties accessing the Customer Online Store via the Yep Online Market Place. The Parties will place appropriate disclaimers on the Customer Online Store. Accordingly, Customer (without limiting the General Terms), shall have no claim against YEP and/or its Affiliates, for any loss, damage or cost Customer or any person may suffer as a result of any transaction resulting from or otherwise connected to the Customer Online Store or Yep Online Market Place.

  • Access To Information And Use Thereof

    1. YEP shall be entitled to use all Contact Information including any other information contained in the Platforms including but not limited to Customer’s information and content submitted by Customers for:
      1. responding to the Customer’s requests and queries;
      2. providing Product and/or Services to Customers;
      3. verifying and Processing Customer’s Personal Information or particulars;
      4. communicating with Customer;
      5. enforcing YEP’s contractual and legal rights and obligations;
      6. marketing research, user profile and statistical analysis;
      7. sending Customer information, promotions, updates and marketing and advertising materials in relation to YEP’s Products and/or Services and those of third-party organizations;
      8. complying with law, the requests of law enforcement and regulatory officials, or orders of court; and
      9. any other purpose for which YEP has obtained Customer’s consent.

  • Limitation Of Liability

    1. Without limiting the provisions of the General Terms, the Parties record and agree that, whilst YEP will use its reasonable commercial endeavours to ensure that:
      1. the Customer Online Store is setup in line with the prescribed Applicable Laws, YEP does not in any manner whatsoever guarantee the safety thereof. Customer is encouraged to ensure that it has security in place in respect of the Customer Online Store and Devices.
      2. Customer shall have no claim of any nature whatsoever against YEP and/or its Affiliates as a result of any loss or damages including but without being limited thereto, loss of profit, consequential damages which the Customer may suffer as a result of, any error in or omission from Customer Online Store and/or Publications on the Platforms or incorrect display in or the omission of any Customer Online Store from the Platform.
      3. Notwithstanding the above, Customer remains responsible for the Customer Online Store, Customer Content, management of Customer client including ensuring availability of Customer’s products and/or services as well as any Advertisement and/or Publication in the Customer Online Store, and hereby acknowledges and accepts that in no event will YEP nor its Affiliates be liable for any loss or damages, loss of profit including consequential damages which Customer may suffer as a result of any downtime of any Platforms where Customer Online Store is displayed, Yep Online Market Place, where such downtime affects Customer Online Store and/or computer system on which the Customer Online Store relies or to which the Customer Online Store is connected, for any reason whatsoever including but expressly without being limited to any act of force majeure, computer viruses and the like.