HUMBLE TERMS (“Terms”)

You must read and accept the Terms below before using the Software or purchasing any Products from Humble Software (Pty) Ltd (registration number 2012/114432/07) (“Humble”, “we”, “us” or “our”). By using our Software, purchasing any Products from us or signing or accepting the Software and Product Order Form and Fee Schedule, you agree to be bound by these Terms for the duration of your relationship with us.

The Terms must be read in conjunction with the remainder of your Software and Product Supply Agreement. Your Software and Product Supply Agreement consists of these Terms, the Software and Product Order Form and Fee Schedule, and any other Documentation applicable to the Software and Products. A copy of the latest Terms is available on our Website at www.Humblepos.com.

If you do not understand any part of these Terms, you must request that it be explained to you before accepting and concluding the Software and Product Supply Agreement, or by contacting our Helpdesk.

PART A. GENERAL TERMS

1. INTERPRETATION

   1. With effect from the Effective Date, we will provide you with the Software and Products which you have selected and which we have agreed to provide to you, subject to the Terms of the Software and Product Supply Agreement.

   2. If there is a conflict relating to any amount in the Software and Product Supply Agreement described in numbers and words, the words will prevail.

   3. All Fees in the Software and Product Supply Agreement exclude VAT. Where the intention is that an amount includes VAT: the words “including VAT” or “including value-added tax” will be specifically recorded.

   4. Where any number of days is prescribed, those days shall be calculated by excluding the first Business Day and including the last Business Day.

   5. No provision in the Software and Product Supply Agreement will be interpreted or construed to exclude, waive or deprive you of your rights in terms of Law, other than as permitted.

   6. Any terms printed in bold place a strict obligation on you and must be carefully read and understood by you.

   7. Words that are defined will bear the defined meaning, and any other grammatical form of that word will have a corresponding meaning. Words in lowercase bear their plain English meaning.

   8. If one or more of these Terms is invalid, it will not mean that the rest of the Terms are invalid. The rest of these Terms will still legally apply to you and us.

   9. The rule of construction that a contract will be interpreted against the Party responsible for the drafting or preparing of the contract will not apply.

   10. Any reference to a Party will, if such Party is liquidated or sequestrated, also be applicable and binding upon that Party's liquidator or trustee, as the case may be.

   11. The words “include”, “including” and “in particular” are used by way of example or emphasis only and do not limit the general meaning of the words which precede them.

   12. The words "other" and "otherwise" will not be interpreted as being limited to the nature or kind of any prior words where a wider construction is possible.

   13. All words and expressions with a defined meaning in the Software and Product Supply Agreement are set out in the Definitions section on the last page of these Terms.

   14. If there is any inconsistency between any provisions of the Software and Product Supply Agreement, the inconsistency will be resolved in accordance with the following order of precedence:

       1. document attached to the Terms;

       2. Software and Product Order Form and Fee Schedule

       3. Software Terms and Product Terms - Part B; and

       4. General Terms - Part A.

2. TERM AND TERMINATION

   1. By signing the Software and Product Order Form, whether electronically or otherwise, you agree to be bound by the Software and Product Supply Agreement and appoint us to provide the Software and any Products specified in the Software and Product Order Form.

   2. Your Software Subscription will commence on the Effective Date and continue for the Subscription Term specified in the Software and Product Order Form, unless terminated earlier in accordance with the Software and Product Supply Agreement.

   3. Unless otherwise specified in the Software and Product Order Form, your Software Subscription will automatically renew for successive periods corresponding with your existing Subscription Term, subject to any right of cancellation available to you under this Agreement or applicable Law.

   4. Your onboarding and use of the Software and Products will be subject to any onboarding checks we may reasonably require, and you agree to provide us with any information and documentation reasonably required for this purpose.

   5. If a Third-Party Service Provider ceases to provide a service on which the Software or any of its functionality depends, we may discontinue the affected functionality or, if we are unable to continue providing the Software as a result, terminate your Software Subscription. We will give you written notice of the discontinuation or termination and the date on which it will take effect.

   6. If you terminate your Software Subscription before the expiry of the Subscription Term, you may be required to pay an early cancellation fee, to the extent permitted by Law. You may contact our Helpdesk for further information regarding the applicable early cancellation fee.

   7. Where you have selected an annual Subscription Term, the annual subscription Fee is payable in advance. If you cancel your Software Subscription before the expiry of the Subscription Term, Fees paid in advance will be non-refundable, except to the extent otherwise required by Law.

   8. Summary Termination

      1. Notwithstanding the provisions above, we may immediately terminate the Software and Product Supply Agreement or part thereof on written notice (including email) if:

         1. we are instructed to terminate by an industry, regulatory authority or a court of Law;

         2. you commit fraud;

         3. if you undergo voluntary or compulsory winding up, business rescue, receivership, commence liquidation proceedings, attempt to compromise, or defer payment of any debt owed to your creditors; or dispose of, encumber, or hypothecate all or a substantial portion of your assets or undertake or cease to conduct your business;

         4. you allow a judgment against you to remain unsatisfied for 30 (thirty) days without taking steps to rescind or appeal the judgement; or

         5. you consolidate with or merge into any entity where the beneficial ownership of 20 (twenty) percent or more of the outstanding voting securities or other ownership interests in you are acquired by another entity, or there is any change in ownership and/or the nature of your business you have not advised us in writing in accordance with the Terms.

   9. If the Software and Product Supply Agreement or part thereof is terminated for any reason:

      1. your right to access and use the affected Software will terminate with effect from the applicable termination date;

      2. you are required to return to us all Confidential Information, our Data belonging to us and any other material relating to the Software and Product Supply Agreement within 5 (five) Business Days from the date of termination;

      3. all amounts owing to us will immediately become due and payable; and

      4. Fees for the affected Software will cease to apply from the effective date of termination, subject to any Fees which remain payable under the Software and Product Supply Agreement.

   10. If we terminate the Software and Product Supply Agreement as a result of your breach of the Software and Product Supply Agreement, fraud or other act or omission attributable to you, you will not be entitled to a refund of any Fees paid in advance.

3. CHANGES TO THE TERMS

   1. The latest version of the Terms will be available on our Website and will replace all previous agreements you have entered into with us regarding the Software and Products. You must access our Website to view these Terms and any amendments made to them.

   2. We may amend these Terms from time to time. We will communicate any Material Change and the date on which that change will take effect to you by email, WhatsApp, in-app notification or any other electronic communication method made available by us.

   3. You must contact us if you have any queries or do not agree with any of the changes.

   4. If you do not agree with a Material Change to the Software and Product Supply Agreement, which change is not required in terms of the Law, our agreements with our Third-Party Service Providers or for security purposes, you must, before the expiry of 30 (thirty) days from the date of notification of the change (“Notification Period”), notify us of your objection to the proposed change by contacting our Helpdesk.

   5. Notwithstanding any other provision of the Software and Product Supply Agreement, any changes required by the Law cannot be disputed as we are legally bound by those changes.

   6. Your continued use of the Software after the expiry of the Notification Period will serve as confirmation that we have given you adequate time to read and understand the amended terms of the Software and Product Supply Agreement and will be regarded as your acceptance of those amended terms.

   7. Your use of the Software after the expiry of the Notification Period will be governed by the amended Software and Product Supply Agreement.

   8. In the event of a dispute between the Parties as to the materiality of an amendment to the Software and Product Supply Agreement, we will make the final determination in this regard.

   9. We reserve the right to make any such changes effective immediately, if necessary to maintain the integrity and security of our Software and Products, and to comply with the Law.

   10. It remains your responsibility to ensure that we have your latest and correct contact details on record.

   11. If we send a communication to the contact information provided by you, but you do not receive it because your contact details on file are incorrect or the communication is blocked, or if you are otherwise unable to receive communications, the communication will still be deemed to have been successfully delivered to you.

4. THE PARTIES CONDUCT DURING THE RELATIONSHIP

   1. We will provide the Software and Products to you subject to the Terms herein.

   2. We will not be responsible for any malfunction, non-performance or degradation in the performance of the Software or Products directly or indirectly arising from any alteration or modification made without our written approval.

   3. From time to time, we may make electronic Documentation available to you at no additional cost.

   4. You may use the Documentation solely for your internal business purposes and in connection with your use of the Software and Products. You may not copy, modify, distribute or make the Documentation available to any third party without our prior written consent.

   5. It is your responsibility to ensure that any Data you provide to us is accurate and complete. We shall not be responsible for any Losses that you suffer as a result of incorrect Data provided by you.

   6. You must comply with any reasonable instructions we provide from time to time to the extent necessary to ensure that your use of the Software and Products complies with the Law.

5. VARIATION ORDERS

   1. The Software and its functionality will be provided as described on the Software and Product Order Form.

   2. If you request any change, additional functionality or other variation to the Software, we will assess your request and determine whether we are able to accommodate it. We are not obliged to implement any such request.

   3. If we agree to implement your request, the scope of the change and any additional Fees will be agreed between the Parties in writing before the change is implemented.

6. WARRANTIES

   1. Each Party warrants that it has taken or procured the taking of all steps, actions, and corporate/executive proceedings needed for this Software and Product Supply Agreement to be binding on them.

   2. You undertake to furnish us, upon request, with evidence of the authority of the person(s) who may act on your behalf.

   3. By making use of our Software and Products, you warrant that:

      1. you will comply with the terms of the Software and Product Supply Agreement and Law;

      2. you will not use our Software and Products to conduct unlawful activities;

      3. the Software will only be installed, configured, or commissioned by appropriately trained members of your staff if required by us;

      4. the Software and Products will not be altered, adjusted, modified, or repaired by anyone other than us;

      5. you have obtained and will maintain, for the conduct of your business, all the necessary permits, certificates, and/or licenses,

      6. the information provided by you to us describing your business and business activities is correct, and you will advise us within 3 Business Days if there are any changes to your business or contact details and you indemnify us against any fines and Losses incurred due to your non-compliance with the requirement set out herein;

      7. you will ensure that you, your employees, and third-party service providers will not do anything or engage in any activity which is likely to affect or damage our name and reputation adversely;

      8. you will provide us with reasonable and necessary support and access to the Software during normal working hours and at other times reasonably requested by us to enable us to perform our obligations under the Software and Product Supply Agreement. Your failure to do so may result in us not being able to perform our obligations under the Software and Product Supply Agreement;

      9. you will not state, imply, or create the impression that we endorse or guarantee any of your goods or services; and

      10. you will perform your obligations within the time periods set out in the Software and Product Supply Agreement, or if not prescribed, then within 3 (three) Business Days of request.

   4. Subject to the Software and Product Supply Agreement and to the extent permitted by Law, the Software is provided on an “as is” and “as available” basis and for commercial use only.

   5. Software updates may be communicated and deployed automatically through the Software or in-app without requiring you to switch off or restart the Software or Product. You must not prevent or interfere with the installation of any required update. If an update is not installed or applied, you may not have access to the latest functionality, security updates or other improvements, and we will not be responsible for any resulting unavailability, reduced functionality, security vulnerability or other Loss.

   6. We do not warrant that:

      1. the Software will meet your specific requirements or be fit for purpose;

      2. the Software will be available, timely, secure, uninterrupted or error-free at all times;

      3. all information or results obtained through the Software will be complete or free from errors or inaccuracies;

      4. the Products will meet your particular requirements or expectations, other than as expressly set out in the applicable Product specifications or Documentation;

      5. the quality of any products, services, information or other material purchased or obtained through the Software will meet your expectations; and

      6. all errors or defects in the Software will be capable of correction or will be corrected; and the Software will be compatible or operate with any hardware, software, network, system or service other than those expressly identified by us as compatible. If you change or replace any hardware, device, or other system used with the Software, you must contact us before implementing the change so that we can confirm whether the Software will remain compatible. We will not be responsible for any unavailability, reduced functionality, error or other issue resulting from your use of the Software with hardware, devices, operating systems or systems which we have not confirmed as compatible.

   7. Products are supplied subject to the terms applicable to Products set out in Part B (Product and Software Terms), the Documentation provided or made available by us in respect of the relevant Product and any applicable manufacturer or supplier warranty terms.

7. INDEMNITIES AND LIABILITY LIMITS

   1. To the maximum extent permitted by Law, our maximum aggregate liability arising out of or in connection with the Software and Product Supply Agreement will not exceed the Fees paid by you to us during the 2 (two) months immediately preceding the event giving rise to the claim.

   2. To the maximum extent permitted by Law, you indemnify and hold us harmless against any claims and Losses suffered by you or incurred by us arising from:

      1. any act or omission by you, your employees or your third-party service providers, including any unauthorised processing or disclosure of Confidential Information or Data, or any breach of the Software and Product Supply Agreement or the Law;

      2. any dispute between you and a Third-Party Service Provider;

      3. any claim by a third party arising from or in connection with your use or misuse of the Software and Product;

      4. any dispute between you and your Customer, including any claim arising from the goods or services supplied by you to your Customer or your failure to comply with the CPA;

      5. any instruction, request or communication submitted through your account or by a person authorised to act on your behalf, which we reasonably believe to be authentic;

      6. any misuse of the Software or Product or introduction of a Destructive Element by you, your employees or your third-party service providers; or

      7. any Data Compromise originating from your systems, devices, networks or environment, or caused by you, your employees or your third-party service providers.

   3. You shall be liable for all Losses incurred by us (including fines and penalties imposed on us) as a result of your actions, omissions and non-compliance with the Software and Product Supply Agreement, and you hereby agree to defend and indemnify us against all claims and Losses arising from such non-compliance.

   4. To the maximum extent permitted by Law, we will not be liable for any indirect, incidental, special, consequential or exemplary Loss arising out of or in connection with the Software and Product Supply Agreement or any Software and Products.

   5. Without limiting clause 7.4, and to the maximum extent permitted by Law, we will not be liable for any loss of profit, revenue, sales, business, anticipated savings, goodwill or business opportunity, or for any loss or corruption of Data, in each case whether direct or indirect, except to the extent that such liability cannot lawfully be excluded or limited.

8. POPIA: PROCESSING YOUR DATA

   1. Please refer to our Privacy Policy, which is available on our Website.

   2. The Privacy Policy is incorporated into and forms part of the Software and Product Supply Agreement.

   3. Your Personal Information (which, for purposes of this clause, includes “Special Personal Information” as defined in POPIA) may be processed by us and our Third-Party Service Providers as further described in our Privacy Policy.

   4. By accepting the Software and Product Supply Agreement or using the Software or Products, you acknowledge that we may process your Personal Information where necessary to:

   5. conclude and perform the Software and Product Supply Agreement and provide the Software and Products to you;

      1. comply with our obligations under Law; or

      2. protect or pursue our, your or a third party's legitimate interest,

      3. in each case as further described in our Privacy Policy.

   6. We may disclose your Personal Information to any regulatory or industry body, Third-Party Service Provider or other relevant third party where required or permitted by Law or reasonably necessary for the prevention, detection or investigation of fraud, in each case as further described in our Privacy Policy.

9. CONFIDENTIAL INFORMATION AND DATA PROTECTION: HOW WE BOTH DEAL WITH CONFIDENTIAL INFORMATION

   1. Each Party agrees to:

      1. keep Confidential Information private and secret even when uncertain about whether the information is confidential or not;

      2. destroy all Confidential Information that is no longer required, subject to the Law; and

      3. keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standards to prevent access by or disclosure to anyone other than their authorised employees and third-party service providers.

   2. You agree not to use any Confidential Information for your own or anyone else’s benefit, and where you assist us in obtaining Customer Personal Information, you agree to ensure that the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collected.

   3. You agree to only share the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Software and Product Supply Agreement; and bind those parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations shall be the same as, or similar to the obligations contained in this clause.

   4. The confidentiality obligations will not apply in the following circumstances if the Confidential Information:

      1. at the time of disclosure, is or has become generally available and known by the public, other than by the negligence or breach of the Software and Product Supply Agreement;

      2. has lawfully become known by or comes into the possession of a Party;

      3. disclosure of which is required by Law;

      4. was developed for a Party at any time independently of any information disclosed by the other Party; or

      5. is disclosed by a Party with the prior written approval of an authorised representative of the other Party; provided that the responsibility to prove that the confidentiality provisions do not apply falls on the Party making the claim.

   5. Should you be required by Law to disclose any Confidential Information belonging to us, then you must inform us prior to the disclosure.

10. DATA COMPROMISE

    1. In the event that you experience a suspected or confirmed Data Compromise impacting Your System, you agree to:

       1. contact us immediately and in any event no later than 24 (twenty-four) hours to report the confirmed or suspected Data Compromise;

       2. take immediate steps, at your sole expense, to investigate and mitigate the Data Compromise or suspected Data Compromise;

       3. cooperate at your sole cost and expense, in good faith, with us so that we may take any action or other steps reasonably required by regulatory authorities in terms of the Law or our agreement with the Third-Party Service Provider (as applicable) for the processing of Transactions. We have the right to aid in the investigation of the Data Compromise;

       4. provide us with updates as requested from time to time; and

       5. implement any remedial measures as requested by us.

    2. If the Data transmitted between you and us is compromised due to a Data Compromise of Our System, we will investigate the breach at our cost and keep you updated with the progress of the investigation.

11. INTELLECTUAL PROPERTY

    1. Intellectual Property owned by us is and will at all times be and remain our property or that of our licensors, and you will not acquire any right, title or interest of any kind in or to any or all of such Intellectual Property.

    2. Except as expressly permitted in these Terms, you will not use our (or our licensors') Intellectual Property without our prior written or electronic consent. All rights in and to our (or our licensors') Intellectual Property not expressly granted in these Terms, are hereby reserved.

    3. Except as expressly permitted in the Software and Product Supply Agreement, you may not use our name, brand, logos or trademarks, refer to, or identify our Third-Party Service Providers (or any related entity) or us in any publicity releases, interviews, public announcements, testimonials, advertising or displays without our prior written approval. Where approval has been granted you undertake to follow the guidelines and criteria provided by us.

    4. You do not own the Intellectual Property rights associated with the Software and Products. Upon termination of the Software and Product Supply Agreement or earlier if we require, you agree to immediately cease all use of our and our Third-Party Service Providers’ marketing material, trade names, branding, logos and any similar material.

    5. You may not remove any legal, copyright, trademark, or other Intellectual Proprietary rights notices contained in or on any materials we provide to you.

    6. You agree not to alter, distort and/or animate our trademarks in any way.

    7. You must implement changes to logos, trademarks, and marketing after receiving the new logo, trademark or marketing collateral within the period we stipulate.

    8. Unless otherwise expressly agreed in writing, all Intellectual Property developed, created or produced specifically in connection with any modification, enhancement, configuration or development of the Software or Our System under this Agreement will vest in us. To the extent that any such Intellectual Property does not automatically vest in us, you hereby irrevocably cede, assign and transfer to us all right, title and interest in and to such Intellectual Property.

    9. You agree to sign any documents or take any actions necessary for us to perfect our rights of ownership over any such Intellectual Property if requested by us, you further agree to do so within 5 (five) Business Days after the date of request.

    10. You hereby undertake and agree that you shall not claim any ownership rights whatsoever or dispute or assist anyone else in disputing the validity of any Intellectual Property, including any advertising material, belonging to our Third-Party Service Providers or us during or after the Software and Product Supply Agreement.

    11. You undertake to ensure that all Intellectual Property used in connection with the Software and Products or to which you have access is duly and properly licensed or authorised. You indemnify us against all Losses arising from the unauthorized use of such Intellectual Property.

12. FEES

    1. In exchange for using the Software and purchasing Products, you will pay the Fees set out in the Fee Schedule. Should additional Fees be payable, we will provide you with a quote.

    2. Unless otherwise specified in the Software and Product Order Form or Fee Schedule:

       1. where the Software is provided on a subscription basis, the applicable subscription Fees will be payable monthly or annually in advance, in accordance with the subscription and billing cycle selected by you in the Software and Product Order Form; and

       2. Fees payable for Products or other once-off services will be payable within 7 (seven) days of your acceptance of the applicable quote and, in any event, in full before the applicable Product is delivered or service is provided.

    3. We will provide you with an invoice setting out the applicable Fees and VAT in accordance with your applicable billing cycle or, in the case of Products or other once-off Fees, when those Fees become payable.

    4. Unless otherwise specified in the Software and Product Order Form:

       1. Fees for the Software will be paid by debit order from your Nominated Bank Account; and

       2. Fees for Products or other once-off services will be paid by electronic funds transfer or such other payment method as we may agree with you in writing.

       3. Any implementation, installation or training provided in connection with the Software or Products may be subject to additional Fees, unless expressly stated in the applicable Software and Product Terms to be included in the applicable Fees.

    5. You may not deduct or set off any amount from the Fees payable to us.

    6. If you fail to pay any amount by its due date, we may charge interest on the overdue amount at the prime interest rate, calculated from the due date until the date on which the overdue amount is paid in full.

    7. To the maximum extent permitted by Law, we may set off any amount due and payable by us to you against any amount due and payable by you to us under the Software and Product Supply Agreement.

    8. To the extent permitted by Law, you will be responsible for all reasonable costs incurred by us in recovering overdue amounts payable under this Agreement, including reasonable legal and collection costs.

    9. Debit Orders

       1. By completing the Debit Order Mandate you hereby authorise us, or our nominated third party specified in the Debit Order Mandate, to issue and deliver payment instructions to your banker for collection against your Nominated Bank Account at your bank as specified in the Debit Order Mandate or subsequent change of banking details request, on condition that:

          1. the amount of each payment instruction will not exceed the amount which you are required to pay, or which we are entitled to collect from you by debit order, under the Software and Product Supply Agreement; and

          2. the individual payment instructions so authorised may be issued and delivered on the date when the applicable Fees become due and payable and, where a payment is unsuccessful or remains outstanding, may be re-presented for collection on a subsequent date.

       2. If the date of the payment instruction falls on a non-processing day (weekend or public holiday), you agree that the payment instruction may be debited against your Nominated Bank Account on the following Business Day. Subsequent payment instructions will continue to be delivered in terms of this authority until no amounts are due and payable under this Software and Product Supply Agreement.

       3. You acknowledge that all payment instructions issued by us shall be treated by your bank as if the instructions had been issued by you personally.

       4. You hereby irrevocably authorize us, or our nominated third party (as the case may be) and provide us with the necessary permission to debit your Nominated Bank Account with, or collect from you the following:

          1. the Fees;

          2. adjustments for any errors;

          3. any penalty levied by a regulator for the contravention of the Law;

          4. interest as provided for above;

          5. any actual charges or Losses incurred as a result of your abuse, misuse or unauthorised use of the Software and/or any damage incurred as a result of your failure to comply with any provision contained in the Software and Product Supply Agreement,

       5. In the event we require payment from you for the Software by debit order, you will be in breach of the Software and Product Supply Agreement if you cancel the debit order without our consent; and/or change your Nominated Bank Account without providing us with prior written notice of the change and the details of your new Nominated Bank Account.

       6. We will take 5 (five) Business Days to process the change in banking details once we receive confirmation of the change together with supporting documentation;

       7. When we credit your Nominated Bank Account, we retain the right to cancel or reverse such credit or part thereof, by debiting your Nominated Bank Account with the amount incorrectly credited to you.

    10. Fee Increase

        1. We may review and amend the Fees from time to time by giving you at least 30 (thirty) calendar days’ prior written notice (including by email).

        2. Where you have paid an annual subscription Fee in advance, any increase to that subscription Fee will only take effect from the commencement of your next annual Subscription Term.

    11. Fees Disputes

        1. It is your responsibility to verify that the Fees reflected on your invoice are correct.

        2. You must notify us of any query or dispute regarding the Fees, an invoice or a debit order within 30 (thirty) calendar days from the date of the relevant invoice or debit order. If you do not notify us within this period, the Fees will be deemed to be correct, subject to any rights you may have under Law.

        3. Any undisputed amount remains due and payable in accordance with the Software and Product Supply Agreement.

        4. Nothing in this clause affects our right to recover any amount paid or credited to you in error or any other amount due and payable to us.

    12. Confirmation of amounts owing

        1. A letter signed by one of our managers is sufficient evidence of any amount you owe, which is due to us under the Software and Product Supply Agreement. Unless you can prove the contrary, we may use this letter to obtain provisional sentence, default judgment or summary judgment or commence any other legal proceedings. You agree that we do not have to prove the appointment of the manager who signs the letter.

13. DEFAULT/BREACH

    1. If any of the following events take place, you will be in default of your Software and Product Supply Agreement:

       1. you do not comply with the terms of your Software and Product Supply Agreement or the Law; or

       2. you submitted false information to us, which is regarded as material to us entering into the Software and Product Supply Agreement with you.

    2. If you are in default, we may do the following:

       1. provide you with written notice to remedy the default within a prescribed time period;

       2. hold you legally responsible for any damages we have suffered because of your default;

       3. suspend your Software immediately and without prior written notice;

       4. terminate the Software and Product Supply Agreement immediately upon notice; and

       5. we may further rely on any of the remedies available to us in Law.

    3. We may also suspend access to all or part of the Software immediately where we reasonably consider suspension necessary to protect the security or integrity of the Software or Our System, prevent suspected fraud or unlawful activity, comply with Law or a requirement of a competent authority, or prevent material harm to us, you, another customer or a Third-Party Service Provider. Where reasonably practicable, we will notify you of the suspension and restore access once the circumstances giving rise to it have been resolved.

    4. If we suspend your access to a subscription-based Software the suspension will not pause or extend your Subscription Term, and the applicable subscription Fees will continue to be payable during the suspension period.

    5. If we commit a breach of any material provision of this Software and Product Supply Agreement and do not remedy this breach within 30 Business Days after receiving written notice from you asking us to do so, then you will have the right, without prejudice to your other rights in Law, to cancel this Software and Product Supply Agreement immediately or claim specific performance of any obligation.

14. YOUR RELATIONSHIP WITH CUSTOMERS AND THIRD-PARTY PROVIDERS

    1. Customers

       1. We are not a party to any transaction or agreement between you and your Customer and are not responsible for any dispute arising between you and your Customer.

    2. Third Party Service Providers

       1. You may use or require products or services provided by Third-Party Service Providers in connection with your access to or use of the Software, including hardware, software, connectivity, networking or integration services.

       2. Where you contract directly with a Third-Party Service Provider, that agreement is between you and the Third-Party Service Provider. You are responsible for all fees payable to the Third-Party Service Provider and for complying with the terms of your agreement with that Third-Party Service Provider. To the maximum extent permitted by Law, we are not responsible for any act or omission of a Third-Party Service Provider with whom you contract directly or for any dispute between you and that Third-Party Service Provider.

       3. Where any Product, third-party software, integration or service is subject to additional manufacturer, supplier or end-user terms, you must comply with those terms. If they conflict with this Agreement, those terms will apply only to the relevant Product, software, integration or service to the extent of the conflict.

15. COMPLIANCE ASSESSMENT

    1. We may conduct a compliance assessment to ensure your compliance with this Software and Product Supply Agreement. The assessment will not interfere with your business operations and will be limited to the agreement's scope. If non-compliance is found, you will be responsible for the associated costs of the compliance assessment and the costs involved in rectifying your non-compliance.

16. FORCE MAJEURE

    1. Should we be prevented from fulfilling any of our obligations under this Software and Product Supply Agreement due to a Force Majeure event, we shall provide you with notice specifying the cause and anticipated duration of the Force Majeure event.

    2. We will notify you once the Force Majeure event has terminated.

    3. The performance of our obligations will be suspended from the date provided on the written notice until you receive confirmation that the Force Majeure event has terminated.

    4. We are not responsible for any delay and/or failure of performance or any Losses incurred due to the Force Majeure event. You will not be entitled to claim any Losses for the delay and/or the failure by us to perform obligations under the Software and Product Supply Agreement.

    5. If the Force Majeure event continues for longer than 30 consecutive days you may terminate the Software and Product Supply Agreement on 30 days’ written notice to us.

17. INFORMAL DISPUTE RESOLUTION AND ARBITRATION

    1. You agree that any dispute that arises in terms of this Software and Product Supply Agreement (other than where an interdict or other urgent relief is sought, which may be obtained from a court of competent jurisdiction) shall first be dealt with informally and in good faith between the Parties designated authorised personnel by written notice to them at each Party’s registered address for service.

    2. If the Parties are unable to resolve the dispute through dispute resolution within 7 (seven) Business Days of receipt of a notice as contemplated above, then the dispute may be submitted to and decided by arbitration in accordance with the Arbitration Foundation of Southern Africa (“AFSA”) rules.

    3. The arbitrator will be a senior counsel with at least ten years standing agreed to between the parties.

    4. If the Parties are unable to agree upon an arbitrator within 10 (ten) Business Days after the arbitration has been demanded, the nomination will be made by the chairman of AFSA (or its successor-in-title) at the request of either Party.

    5. The arbitration will be held in Johannesburg.

    6. Either Party may have the award of an arbitrator made an order of court.

    7. You agree to keep the evidence in the arbitration proceedings and any order made by any arbitrator confidential.

    8. A demand by a Party to submit a dispute to arbitration in terms of this clause ‎17 is an adequate legal process to interrupt any time bar Laws in respect of legal claims.

    9. In the case of litigation, each Party consents and submits to the High Court of South Africa having jurisdiction in respect of all proceedings and disputes arising from or connected with the Software and Product Supply Agreement. The Parties may mutually agree and consent to another court's jurisdiction.

18. NOMINATED ADDRESS FOR RECEIPT OF LEGAL DOCUMENTS

    1. Your nominated address for the receipt of all legal documents relating to the Software and Product Supply Agreement is set out in the Software and Product Order Form, or a subsequent written notification of the change of address.

    2. Our nominated address for the receipt of all legal documents relating to the Software and Product Supply Agreement is set out below:

       1. For Attention: (>>>>>)

    3. Physical Address: 10th Floor, Firestation – Rosebank, 16 Baker Street, Rosebank, Johannesburg, 2196, South Africa.

    4. Any notices given by either Party under the Software and Product Supply Agreement shall be deemed to have been duly given:

       1. on delivery if hand delivered to the Party's physical address during business hours on a Business Day;

       2. if delivered by courier service, be deemed to have been received by the addressee on the Business Day following the date of such delivery by the courier service concerned;

       3. on transmission, if sent to the Party's then email address.

    5. The Parties may change their respective domicilium address (to another physical address in the Republic of South Africa only) by notice in writing (including email) to the other Party.

    6. Notwithstanding anything to the contrary contained herein, a written notice or communication actually received by a Party from the other shall be adequate written notice or communication to such Party notwithstanding that it was not sent to its chosen domicilium.

19. CESSION AND ASSIGNMENT

    1. You acknowledge and agree that we are entitled to cede, assign, and transfer the Software and Product Supply Agreement, a part thereof or any rights and obligations set out herein, as and when we require to a third party.

    2. You will not be entitled to cede, delegate, assign or in any other manner dispose of any of your rights or obligations arising out of the Software and Product Supply Agreement without our prior written approval, which approval is in our sole and absolute discretion.

20. QUERIES AND COMPLAINTS

    1. You may lodge a complaint with us regarding the Software or Product, the Fees or our performance of the Software and Product Supply Agreement.

    2. Complaints must be submitted in writing. The complaint must include sufficient detail to enable us to investigate, including transaction references (where applicable), dates, and supporting documentation.

    3. We will acknowledge receipt of the complaint within 48 hours and will investigate the matter objectively and fairly.

    4. We will use reasonable endeavours to resolve complaints within 15 (fifteen) Business Days of receipt. Where additional time is reasonably required, we will notify you of the delay and provide an expected resolution timeframe.

    5. We will communicate the outcome of the investigation to you.

    6. If you are dissatisfied with the outcome, you may request escalation to senior management.

    7. Nothing in this clause limits your rights or remedies under applicable law or contract.

21. GENERAL

    1. It is explicitly agreed that we are entitled to appoint sub-contractors to complete and/or perform all or part of this Software and Product Supply Agreement.

    2. The Software and Product Supply Agreement shall be governed by and interpreted in accordance with the Laws of the Republic of South Africa.

    3. No Party will have any claim or right from any undertaking, representation, or warranty not recorded in the Software and Product Supply Agreement.

    4. No delay, failure, indulgence or relaxation by any Party to enforce any provision of the Software and Product Supply Agreement will be considered a waiver or affect that Party's right, in any way, to require performance at any time in the future.

    5. Any provision of the Software and Product Supply Agreement which requires performance after termination of the Software and Product Supply Agreement will survive the termination or expiration of the Software and Product Supply Agreement.

    6. Should any provisions of the Software and Product Supply Agreement be held to be invalid, unlawful or unenforceable, such provisions will be severable from the remaining provisions of the Software and Product Supply Agreement, which will continue to be valid and enforceable.

    7. Nothing in the Software and Product Supply Agreement excludes or limits any right, remedy or liability to the extent that it cannot lawfully be excluded or limited.

PART B SOFTWARE AND PRODUCT TERMS

22. SOFTWARE TERMS

    1. General

       1. These Software Terms apply where you subscribe for the Software and must be read together with the remainder of the Software and Product Supply Agreement.

       2. The Software enables you to process and record sales and manage the day-to-day operations of your business, including your items, stock and inventory, suppliers, orders, invoices, returns, stock transfers and stock take, cash-ups and reporting, as further described on the Software and Product Order Form.

       3. Depending on your Subscription Plan, you may also use the Software to manage multiple stores and access integrations and other functionality made available by us.

       4. The features and functionality available to you will depend on your Subscription Plan and are described in your Software and Product Order Form, Fee Schedule or Documentation.

    2. Licence and Use of our Software

       1. Subject to your compliance with the Software and Product Supply Agreement and payment of the applicable Fees, we grant you, for the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Software solely for your internal business purposes and in accordance with the Software and Product Supply Agreement and our Documentation.

       2. You may only permit your authorised Users to access and use the Software on your behalf, and you remain responsible for their use of the Software and compliance with the Software and Product Supply Agreement.

       3. Your Software subscription includes the Software licences, number of stores, features and functionality included in your selected Subscription Plan, as specified in your Software and Product Order Form and Fee Schedule.

       4. You may request additional stores, Software licences, features or functionality during your Subscription Term. Any additional Fees will be disclosed to you and agreed before the additional stores, licences, features or functionality are activated.

       5. Each Software licence may only be allocated to and used on one device at a time for the purpose of processing sales. You may reallocate a Software licence to another compatible device using the functionality made available through the Software or as otherwise directed by us.

       6. We may from time to time add, modify, replace or discontinue features or functionality of the Software, including to improve the Software, respond to changes in technology, security requirements or Law, or otherwise develop or improve our Software and Products.

       7. Downloadable Software

       8. Where the Software is made available for download, you may download and install the Software on compatible devices and use it in accordance with your Software Subscription.

    3. Web-based Software

       1. Where the Software is made available through a web browser, you may access and use the Software through the applicable website or web application for the duration of your Subscription Term.

    4. Onboarding and Support

       1. When you subscribe to the Software, you will be required to set up your account and configure the Software for your business. You are responsible for providing complete and accurate information for this purpose, including information relating to your stores, products, pricing and Users.

       2. We will provide onboarding assistance to help you set up and use the Software, together with the support included in your Subscription Plan.

       3. Onboarding and support will generally be provided remotely. If you request on-site or other additional assistance that is not included in your Subscription Plan, we may agree to provide that assistance subject to payment of any additional Fees agreed with you in advance.

    5. Users and access credentials

       1. You are responsible for keeping your access credentials confidential and secure and must not disclose them to any unauthorised person.

       2. You must notify us as soon as reasonably possible if you become aware of any unauthorised access to or use of your account or access credentials.

    6. Updates and Upgrades

       1. We may provide Updates or Upgrades to the Software from time to time.

       2. Where an Update or Upgrade is required for the continued use, security or proper operation of the Software or any functionality, you must install the Update or Upgrade within the period communicated by us.

       3. If you fail to install the required Update or Upgrade within the period communicated by us, we will not be responsible for any resulting unavailability, malfunction or reduced functionality of the Software, to the extent permitted by Law.

    7. Restrictions

       1. You may not, directly or indirectly:

          1. copy, reproduce, modify, adapt, translate or create derivative works from the Software;

          2. distribute, sublicense, sell, transfer, assign or otherwise make the Software available to any third party;

          3. reverse engineer, decompile, disassemble or otherwise attempt to derive or gain access to the source code, underlying structure, algorithms or other proprietary elements of the Software;

          4. use the Software for any unlawful or fraudulent purpose or in any manner inconsistent with the Software and Product Supply Agreement;

          5. use the Software in any manner that could damage, disable, overburden, impair or compromise the Software, our systems or security, or interfere with another person's use of the Software;

          6. access or attempt to access any part of the Software, systems, accounts, data or functionality that you are not authorised to access;

          7. collect, extract, scrape or harvest information or data from the Software or our systems, except to the extent expressly permitted by us;

          8. remove, alter or obscure any proprietary, copyright, trademark or other notices contained in or displayed through the Software.

    8. Inventory

       1. The Software is a point-of-sale and inventory management solution and is not an accounting system. You remain responsible for maintaining all accounting records, books and other records required for your business in accordance with applicable Law.

       2. You remain responsible for maintaining such independent records and back-ups of your Data as are reasonably necessary for the operation of your business and to comply with applicable Law.

    9. Third-Party Integrations

       1. The Software may allow you to connect to or integrate with products, software or services provided by a Third-Party Service Provider. Your use of any such product, software or service may be subject to separate terms between you and the relevant Third-Party Service Provider.

       2. Where you enable an integration with a Third-Party Service Provider, you authorise us to exchange the Data reasonably necessary to enable and maintain that integration.

       3. We do not control and are not responsible for the availability, operation or performance of any product, software or service provided by a Third-Party Service Provider. We may modify, suspend or discontinue an integration where the relevant Third-Party Service Provider changes, suspends or discontinues its product, software or service or the integration, or where reasonably necessary for technical, security or operational reasons.

       4. You are responsible for verifying that Data transferred between the Software and Products and a Third-Party Service Provider has been successfully and accurately transferred before relying on that Data for accounting, tax, financial or other business purposes.

       5. We do not provide acquiring or payment processing services and your use of those services will be subject to a separate agreement between you and the relevant third-party service provider.

       6. If you wish to accept card or other electronic payments through the Software, you are responsible for obtaining and maintaining the payment or acquiring services required to do so. We may introduce you to, or assist you with the onboarding to, a Third-Party Service Provider, but the relevant payment or acquiring services are provided by that Third-Party Service Provider and not by us.

       7. We are not responsible for the authorisation, processing, settlement, reversal, refund or chargeback of any payment transaction, or for any delay, failure, error or interruption in any payment or acquiring service provided by a Third-Party Service Provider. Any dispute relating to such services must be addressed with the relevant Third-Party Service Provider, except to the extent that the matter arises directly from our breach of this Agreement or applicable Law.

    10. End of your subscription

        1. Your right to access and use the Software will end when the applicable Subscription Term or Software and Product Supply Agreement terminates, and you must cease using and, where applicable, uninstall the Software.

        2. Where you give notice to terminate your Software Subscription, you will have the applicable 30 (thirty) calendar day notice period to export, download or otherwise retain any Data that you are entitled to retain. We will communicate the effective termination date to you and remind you to export any required Data before your access ends.

        3. On the effective termination date, we will deactivate your access to the Software and your account. If available, you may elect to subscribe to a reporting plan which provides continued access to certain Data and reporting functionality, subject to the applicable Fees and terms communicated by us.

        4. If you do not subscribe to an available reporting plan, you are responsible for exporting or retaining any Data you require before your access is deactivated. Once access has been deactivated, we are not obliged to provide continued access to the Software or your account, or to retain or recover Data on your behalf, except to the extent required by applicable Law or expressly agreed otherwise in writing.

        5. We may retain, archive, anonymise or delete Data associated with your account in accordance with this Software and Product Supply Agreement, our Privacy Policy, our applicable data-retention practices and applicable Law. We will not be liable for any loss of data resulting from your failure to export or retain data before your access ends, to the extent permitted by Law.

    11. Free Trial

        1. We may allow you to access and use the Software on a free trial basis for a period of 14 (fourteen) days.

        2. No subscription Fee will be payable during the 14 (fourteen) day free trial period, which will expire at 23:59 on the 14th day. The features and functionality available during the free trial will be those made available by us for trial purposes from time to time. You are entitled to one free trial per business. You may not create multiple accounts, use different contact or business details or otherwise attempt to obtain more than one free trial for the same business. We may refuse, suspend or terminate a free trial where we reasonably determine that a free trial has previously been obtained for the same business.

        3. Your free trial will commence when we activate your trial account and will end on expiry of the applicable free trial period, unless terminated earlier in accordance with the Software and Product Supply Agreement.

        4. At the end of the free trial period, you will only be entitled to continue accessing and using the Software if you subscribe to a Subscription Plan and pay the applicable Fees.

        5. If you do not subscribe to a Subscription Plan at the end of the free trial period, your access to the Software will be deactivated.

    12. Communications and Technical Requirements

        1. You are responsible, at your own cost, for obtaining and maintaining the internet connectivity, Wi-Fi, telecommunications services, networks, cabling, power supply and other communications and technical infrastructure required to access and use the Software.

        2. We do not provide or control your internet connectivity, Wi-Fi, telecommunications services, networks or other communications infrastructure and are not responsible for any unavailability, interruption, delay or degradation in the performance of the Software to the extent caused by that infrastructure or by a third-party connectivity or communications provider.

        3. You are responsible for ensuring that the hardware, devices, operating systems, networks and other equipment used by you to access or use the Software meet the technical and compatibility requirements specified by us from time to time.

        4. Products supplied by us for use with the Software are intended to be compatible with the Software when used in accordance with the Software and Product Supply Agreement and applicable Documentation.

        5. Unless hardware or a device is supplied by us for use with the Software or we have expressly confirmed in writing that it is compatible with the Software, we do not warrant that the Software will be compatible with or operate correctly on or with that hardware or device.

        6. We are not responsible for any malfunction, reduced functionality, interruption or failure of the Software to the extent caused by hardware, devices, operating systems, networks or other equipment which do not meet our technical or compatibility requirements.

23. PRODUCT TERMS

    1. Purchase

       1. You may purchase Products from us by placing an order through our Website or by accepting a quotation provided by us.

       2. The Products available for purchase may change from time to time. The description, specifications and functionality of the Products you purchase will be set out on our Website and in the Software and Product Order Form.

       3. The purchase price, any applicable delivery charges and the payment terms applicable to your order will be provided to you at checkout on the Software and Product Order Form.

       4. Products are purchased outright and separately from your Software subscription. Unless we expressly agree otherwise, the Fees payable for your Software subscription do not include the purchase price of any Products.

       5. The Products are manufactured by third-party manufacturers and are not manufactured by us. We are not responsible for any act or omission of a manufacturer or supplier, or for any defect or failure attributable to the manufacture of a Product, except to the extent that we are responsible for that defect or failure under applicable Law or these Product Terms.

    2. Delivery

       1. We will deliver the Products to the delivery address specified by you in the Software and Product Order Form, your order or otherwise agreed with us.

       2. We will confirm the estimated delivery period for the Products in writing during the checkout process on our website. If you are not satisfied with the estimated delivery period, you should not proceed with your order. By completing your order, you acknowledge and accept the estimated delivery period communicated to you.

       3. The availability of Products is subject to stock availability. If a Product is unavailable or becomes unavailable after you have placed an order, we may:

          1. notify you of the delay and provide a revised estimated delivery period;

          2. offer you an alternative Product of equivalent or similar specifications, which you may elect to accept; or

          3. terminate the affected order and refund any amount paid by you in respect of the Product which we are unable to supply.

       4. You are responsible for ensuring that the delivery address and any delivery instructions provided to us are complete and accurate and that a person authorised by you is available to accept delivery of the Products.

       5. If delivery cannot be completed because:

          1. you provided incorrect or incomplete delivery address or delivery instructions; or

          2. we or our delivery provider is otherwise unable to complete delivery for a reason attributable to you,

       6. then we may store the Products or arrange for their redelivery, and you will be responsible for any reasonable additional delivery, storage or other costs incurred by us as a result, to the extent permitted by Law.

    3. Acceptance

       1. You must ensure that any person who accepts delivery or collects a Product on your behalf is authorised by you to do so. You or your authorised representative must sign or otherwise acknowledge receipt of the Product on delivery or collection. Any such signature or acknowledgement of receipt will constitute proof of delivery of the Product to you.

       2. You must inspect the Product following delivery or collection; if a Product is damaged or is missing any part or accessory at the time of delivery or collection, you must notify us within 7 (seven) days after delivery or collection so that we can investigate and arrange the appropriate remedy. The 7 (seven) day notification period does not affect any rights you may have in respect of a defective Product under clause 23.5 (Product Warranties).

       3. We will arrange for the Product to be collected from you at no additional cost and assessed.

       4. If we confirm that the Product was damaged or incomplete on delivery or collection, we will repair or replace the Product, provide you with a credit for the purchase price of the Product or refund you the purchase price of the Product.

       5. Where only a part or accessory is missing or damaged and the Product is otherwise complete and functional, we may provide or replace the affected part or accessory instead of replacing the entire Product.

    4. Risk and Ownership

       1. Risk in the Product will pass to you on delivery to you or your authorised representative or, where you arrange collection, when the Product is collected by you or a person authorised by you.

       2. Ownership of a Product remains with us until all Fees payable in respect of that Product have been paid in full.

       3. Until ownership passes to you, you may not sell, dispose of, pledge, encumber or otherwise transfer the Product and, if any Fees payable in respect of the Product are not paid when due, we may, subject to Law, require you to return the Product to us.

       4. The Products we sell are manufactured and supplied by third parties and are not manufactured by us. We do not provide any warranty in respect of a Product on behalf of its manufacturer or supplier or assume any obligations of the manufacturer or supplier. Any manufacturer or supplier warranty applicable to a Product will be subject to its applicable terms and conditions communicated to you in the Documentation.

    5. Product Warranties

       1. Where the CPA applies, Products are subject to the statutory warranty provided under the CPA for a period of six months after delivery. Where the CPA does not apply, any warranty applicable to a Product will be the manufacturer’s or supplier’s warranty, as set out in the warranty documentation provided to you with or in relation to the Product, and will be subject to the terms, conditions and exclusions of that warranty.

       2. If a Product becomes defective during the first 6 (six) months after delivery or collection, you must notify us by contacting our Helpdesk and make the Product available for assessment. We will arrange for the Product to be collected from you at no additional cost. If, following assessment, the Product is confirmed to be defective we will repair or replace the Product or provide you with a refund.

       3. If the Product remains under warranty after the first 6 (six) months, we will facilitate the submission of the Product to the relevant manufacturer or supplier for assessment. Any repair, replacement or other remedy available under that additional warranty will be determined in accordance with the terms and conditions of the applicable manufacturer or supplier warranty.

       4. Certain Products may be sold as unboxed, reconditioned or used Products or may be subject to a warranty provided directly by the relevant manufacturer or supplier. Where applicable, we will disclose the condition of the Product and any applicable manufacturer or supplier warranty to you before purchase.

       5. Any condition, cosmetic imperfection, signs of handling, repackaging or other characteristic disclosed to you before purchase, or which can reasonably be expected having regard to the condition in which the Product was sold, will not constitute a defect. Where a warranty is provided directly by a manufacturer or supplier, we will provide you with the relevant details and you will be responsible for submitting any warranty claim directly to that manufacturer or supplier.

       6. If a Product is confirmed to be defective and qualifies for a remedy under the applicable manufacturer’s warranty, the Product will be repaired or replaced, or a credit or refund provided, in accordance with the terms and conditions of that warranty.

       7. A Product will not qualify for a remedy under the applicable warranty where the damage, failure or condition of the Product results from:

          1. normal wear and tear;

          2. negligence, misuse, abuse or incorrect use;

          3. an electrical surge, power supply issue or sea-air corrosion;

          4. a failure to adequately care for, maintain or store the Product; or

          5. any unauthorised alteration, modification, repair or attempted repair.

       8. The exclusions above are not exhaustive. A Product may be subject to additional warranty conditions, limitations and exclusions imposed by the relevant manufacturer or supplier, which will be set out in or made available to you with the applicable Product Documentation. Any manufacturer or supplier warranty will be subject to those terms.

       9. Products may be sold together as a kit or bundle. Subject to Law, where an individual Product forming part of a kit independently qualifies for return, any credit or refund will be limited to the purchase price attributable to that Product after taking into account any discount applied to the kit. Where Products are supplied by a manufacturer or supplier as a single pre-packed kit, the complete kit must be returned unless otherwise agreed by us or required by Law.

       10. Before returning a Product, you must notify us and comply with the return process and any reasonable return instructions communicated by us.

       11. You must ensure that any Product returned to us is appropriately packaged to prevent damage during transportation and, where applicable, includes all accessories, components, parts and other items supplied with it.

       12. If a Product is returned without all accessories, components, parts or other items supplied with it, we may, subject to Law, decline the return or deduct the reasonable value of the missing items from any credit or refund otherwise due to you.

       13. We may inspect, or arrange for the inspection of, any Product returned to determine the nature and cause of the alleged defect or damage and whether the Product qualifies for return.

       14. If a Product is returned and, following assessment, is found not to be defective, damaged on delivery or otherwise eligible for return under these Product Terms or Law, we may return the Product to you and you will be responsible for the reasonable costs incurred by us in collecting, assessing and returning the Product, to the extent permitted by Law.

       15. Any credit or refund will be calculated by reference to the amount actually paid by you for the relevant Product. Any promotional discount applicable to that Product will therefore be taken into account when calculating the credit or refund.

       16. Vouchers, coupons, promotional credits or goodwill credits will not themselves be refundable or redeemable for cash, except to the extent otherwise required by Law.

       17. Any refund will be made using the original payment method where reasonably possible. Where this is not reasonably possible, we may require you to nominate and verify an alternative account or payment method before processing the refund.

    6. Repairs

       1. If a Product is not covered by an applicable warranty, or the relevant fault or damage falls outside the scope of that warranty, you may contact our Helpdesk to request that we facilitate the assessment and repair of the Product by the relevant manufacturer, supplier or repair provider.

       2. We will advise you of any applicable assessment, repair, collection and delivery costs and obtain your approval before proceeding with any chargeable repair.

DEFINITIONS