This website is operated by Dropstore. Throughout the site, the terms “we”, “us” and “our” refer to Dropstore. We offer this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website.
It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. These terms were last updated on 1 October, 2018
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy.
We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:
- for any unlawful purpose;
- to solicit others to perform or participate in any unlawful acts;
- to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
- to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
- to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
- to submit false or misleading information;
- to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
- to collect or track the personal information of others;
- to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or
- to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Dropstore, PWS, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Dropstore, PWS and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of South Africa.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at [email protected]
1. www.dropstore.co.za ("our Website") (hereinafter referred to as "our Site") is a retail site owned and operated by Dropstore (Pty) Ltd, registration number: 2018/565591/07 (hereinafter referred to as "Dropstore", "us", "our", or "we"). Our Site enables all Online Retailers thereof ("Retailers") to search for and purchase the products and/or services of third parties who have registered with us for this purpose "you" or "your" as the context may indicate).
3. In order to use any of the Services and become a Supplier, you must lawfully market and/or sell your own products and/or services ("Products"), targeting the South African market, via a website and/or mobile-site ("Supplier Site") and/or bricks and mortar store/warehouse ("Supplier Shop") which you own and operate.
4. In order to use any of the Services, you must register for a Supplier account ("Supplier Account") which enables you to access the Supplier platform within our Website ("Supplier Platform") via which you can access the Services.
5. Note that we are not obliged to accept your registration application and reserve the right not to enter into this Agreement with you as we may reasonably deem fit. (Reasons for any such refusal could include for example that you have previously been suspended from our Services or you pose an unacceptable level of risk for Dropstore.)
COMMENCEMENT & DURATION
6. This Agreement will commence upon our acceptance of your registration application and will endure indefinitely, subject to termination in accordance with the provisions of this Agreement.
7. You acknowledge that you will remain bound by this Agreement (as may be amended from time to time in terms of clause 9 below) for as long as you use any of the Services. This Agreement will terminate automatically and simultaneously with the termination for any reason of the Services provided to you by us.
8. The expiration or termination of this Agreement shall not affect such of the provisions of the Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
9. The inclusion of your Products in our Site: You will be able to create your product listings via manual product entry or import of a custom XML feed, or import via custom API, or import via Shopify Supplier Plugin the details of all the Products marketed or offered for sale by you on your Supplier/Retailer Site. We specifically disclaim any warranty regarding the rank, location and prominence of any of your Product listings anywhere on any of our Sites. We reserve the right to determine whether and where your Product listings will be displayed in response to any given search, and we do not guarantee any specific placement on our Sites. We reserve the right to remove any Product listing (or any part thereof) at any time, on reasonable grounds, for any breach of this Agreement or infringement of any third party rights.
10. Retailer reviews and comments: Registered Retailers will be able to review your Products and post comments in relation to your Products (in the form of text, photographs and/or otherwise) and you acknowledge that such reviews and comments could be positive or negative, but that such reviews and comments are those of our registered Retailers, submitted by them directly, and don't reflect our views, and the ratings given to any Suppliers or their products are calculated based on rating submissions made by our registered Retailers and are not determined by us. We will not be liable in any way in relation to such comments and reviews. Should you feel that any comments or reviews are false or unduly prejudicial to you, please contact us, in which case we may, but shall not be obliged to, investigate the matter further and take such action as we may deem fit.
11. Premium Listings and Ads: You may from time to time, for an additional fee, be able to purchase 'featured offer' advertising space on our Site for one or more of your Products, or to appear as a premium listing in Retailers' search results.
12. Reporting: You may request a report of your popular products, and the number of total sales received (monthly and annually) on your products. These reports are generated manually and on request only.
YOUR PRODUCT CONTENT
13. You must ensure that your Products are at all times legal, accurate, relevant, comprehensive, and up to date. To this end, you shall also update the content of your Supplier Site on a regular basis to ensure it contains complete and accurate information, including your contact information (such as your full names, registration number, contact numbers and email addresses etc). You may not at any stage impersonate someone else. Products must also at all times be legal.
14. The Product prices in your store must be expressed in ZAR, inclusive or exclusive of VAT and inclusive or exclusive of shipping fees.
15. Shipping must be configured by you. By default, free shipping is set on all products.
16. You acknowledge that you are solely responsible for the content you provide to us and you warrant that the Product will not contain any material which is unlawful, obscene, abusive, harassing, vulgar, offensive, intimidating, pornographic, defamatory, or which constitutes bait marketing, or which does or reasonably could have a negative impact on our reputation or infringe upon any third parties' rights whatsoever (including but not limited to intellectual property rights, rights to privacy, rights of ownership of names, copyright, brand names and all other rights relevant to competition, and to the use of any domain names protected by law). You further hereby indemnify us and hold us harmless against any and all loss, expense, or damages suffered, or any third party claims made against us arising from or in relation to a breach by you of the aforesaid warranty.
17. Adult material: Your Products may have Adult products. However, we reserve the right to reject any Adult material that may be obscene or hurt the reputation and direction of Dropstore.
18. Without detracting from the generality of the foregoing or your obligations under the 'Prohibited Conduct' section below, as a Supplier, anything you post/upload to the Site must be strictly relevant to you or your Products. Also, you may not post/publish any pornographic or offensive material, or material which you do not have the right to distribute. By uploading any media/content to the Site, you warrant that you own the copyright therein or have the permission of the copyright owner to publish such content on the Site and that such content does not otherwise violate this Agreement.
19. We have the absolute right to reject any content that is illegal, offensive or otherwise in breach of this Agreement. If you refuse to remove any content deemed objectionable by us, we may terminate the Service without further notification and you shall be liable for any fees and charges up to the date of such termination.
FEES & OTHER CHARGES
20. Fees: There are no upfront fees for registering as a Supplier. We do not charge for when you upload your product manually or you make use of Dropstore’s Shopify plugin. We however, will charge for any custom setup involving a custom API or custom XML or any other custom feed in order to get your products listed. We also charge you commission fee per product sold. Standard Commission Fee is 5%. Commissions are refundable. Commissions on the sale of products which are out of stock will not be refunded to your Supplier account. Commissions will only be refunded if a Retailer cancels their order, does not pay or if it is a fraudulent transaction. We are entitled to increase or vary any of our Fees (including the aforesaid Commission Fee) from time to time, provided we notify you thereof via email at least 7 days prior to the fee adjustment being implemented. We also reserve the right to come to other payment arrangements on a case-by-case basis.
21. Payout: Payouts are payable once a week every Friday. Payouts are already excluding the commission fee to Dropstore. Payouts are only made for items which have been shipped by the Supplier and received by the Retailer.
22. Taxes: Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited value-added, sales, use or withholding taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with the Services. If we have the legal obligation to pay or collect Taxes for which you are responsible the appropriate amount shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, we remain solely responsible for taxes assessable against it based on our income, property and employees.
23. No Set-off or Deductions: You are not entitled to withhold any payment of any Fees due to us by reason of any alleged breach of this Agreement or for any other reason whatsoever. In addition, you may not apply set-off to or demand any discount, rebate or reduction in respect of any Fees owed to us.
24. A certificate signed by either the General Manager or Financial Manager of Dropstore, whose appointment, qualification and authority need not be proved, shall be prima facie proof of the amount in Fees due and payable by you at any time.
25. Billing Complaints: You may direct any billing or account complaint to us at [email protected]
RELATIONSHIP WITH RETAILERS
26. Dropstore's role is limited to providing the platform through which you can promote your Products to our Retailers. Our Service is limited to displaying your Product listings on our Sites (where relevant to a Retailer's search request), directing Retailers to your Products, follow-up action with such person, including responding to his/her queries, or accepting his/her order which may be placed on your Product. However, once a Retailer has purchased your product you are solely responsible for shipping of the goods on time within 2 working days of retailer making payment. The item shipped must be shipped in brown, unbranded box and without an invoice.
27. In order to protect Dropstore's reputation, you hereby warrant to and in favour of Dropstore that in the conduct of your business, and in the performance of your obligations under this Agreement, you will at all times comply with the Consumer Protection Act 68 of 2008, Electronic Communications and Transactions Act 25 of 2002, and any other laws which may be applicable ( as may be amended from time to time) and hereby indemnify Dropstore against any and all loss, damage, or expense suffered by us, or any third party claims which may be made against us, which arise from or in relation to a breach of the aforesaid warranty.
28. We are not an agent of any Retailer, do not make any warranties in relation to such persons, and neither we nor any of our agents or representatives shall be liable for any damage, loss or liability of whatsoever nature arising in relation to any Retailer. Without detracting from the generality of the foregoing, we will not be liable in any way whatsoever in relation to any sales you may conclude with any Retailer. In selling any products and/or services to any Retailer, you are contracting with the relevant Retailer and such Retailer is solely responsible for the fulfilment of all aspects of his/her/its purchase from you. We do not guarantee that any Retailer or any other party involved in transactions arising from your listings or advertisements placed on the Site will act in good faith.
29. Should you suspect that any Retailer is conducting a fraudulent activity or otherwise misleading other Suppliers in any way, please notify us thereof at [email protected] so that we can take such measures as we deem appropriate.
30. Your Information: When registering for and maintaining a Supplier Account, you will be required to provide certain personal and other information to us to enable us to provide the Services to you. You are solely responsible for the accuracy of the information you provide to us or other Retailers as aforesaid ("Your Information"). We will not be liable to you in any way whatsoever for any loss, expense or damage suffered by you, or claims made by third parties against you, and you further indemnify us against any loss, expense or damage we may suffer, or claims made by third parties against us, which arise from or in relation to your having submitted inaccurate information to us.
31. Information required to validate your identity: We use many techniques to identify our Suppliers when they register on our Site. You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and registration. However, because Supplier or Retailer verification on the internet is difficult, we cannot and does not guarantee any Supplier's or Retailer's identity.
32. You are solely responsible for securing all data in your possession and/or under your control. It is your responsibility to, and you agree and warrant that you will, keep your username and password secure and confidential at all times in that you will only use your username and password for your own personal use and will not disclose your username and password to any other persons, or enable any other persons to otherwise access your Supplier Account. If you are a Legal Entity, you must further ensure that the persons authorised by you to access your Supplier Account do so within the scope of their authority and do not disclose your username and password to any unauthorised person or enable any unauthorised person to otherwise access your Supplier Account.
33. Any person that delivers or attempts to deliver any damaging code to our Site or attempts to gain unauthorised access to any page on our Site shall be prosecuted and civil damages shall be claimed in the event that we suffer any damage or loss.
34. You allow us to take all reasonable steps to ensure the integrity and security of our Site and back-office applications
CHANGES TO THIS AGREEMENT AND/OR THE SERVICES
35. We reserve the right to modify our Site or Services, in part or in whole, temporarily or permanently, or to launch new services or improvements, on a prior notice posted on our Site.
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