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Vendor Agreement

Acceptance of Terms

The following sets forth the terms and conditions of the Vendor Agreement between you the Vendor and My Price Guru (SA) from heron referred to as MPG (SA) under which MPG(SA) offer you the Vendor access to the MPG Basic Service Package as provided through the MPG mobile application, and the MPG website.

Use of any part or parts of the Service provided by MPG (SA) indicates that you accept the terms and conditions in entirety set forth below. Once completing the vendor registration process and approving the general terms and conditions you are indicating your consent to be bound by this agreement.

MPG (SA) may amend this Agreement at any time by posting the amended and restated Agreement on the MPG Website. If these changes are considered by the Vendor to be unacceptable then the Vendor has the right to cancel this Agreement. This cancelation would need to be done in writing to MPG (SA) within 7days.The amended and restated Agreement shall be effective immediately upon posting and your continued use of the Service shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of MPG (SA).

2. The Basic Service Package

2.1 The Basic Service Package shall entitle the Vendor to be listed as a potential supplier on the MPG Vendor Data Base and entitle that Vendor to be informed when an MPG Consumer makes an inquiry that aligns with and /or is relevant to that Vendors business interest as listed on the MPG Data Base.

2.2 The Vendor shall be informed of a Consumer’s request for further information and or interest in products the Vendor supplies via an email message to a specific Destination E-mail Address as provided by the Vendor. The Vendor will have an opportunity to respond to that request by email via the MPG server that will forward that information request to the relevant consumer’s MPG application on their mobile device or to their email address. In the event of a consumer requesting to rather receive a phone call then the Vendor will receive the consumer’s telephone number and will be able to contact the consumer telephonically.

2.3 Any change by the Vendor of their Destination E-mail address needs to be made in writing to MPG(SA) or these changes need to be made directly on the MPG website by the Vendor.

2.4 The Basic Service may from time to time have certain features added which are not included in the Basic Service Fee, these may or may not be made available to the Vendor at an extra cost. These extra features shall not be charged for by MPG (SA) unless agreed to by the Vendor.

2.5 It is agreed and understood that on occasion, in order to improve the MPG Platform as well as the offering to both the Vendors and Consumers, that the MPG services may be temporally unavailable or suspended for scheduled or unscheduled maintenance. This shall occur at the sole discretion of MPG (SA) and no liability will accrue to MPG (SA) in this event.

2.6 MPG (SA) shall issue a Vendor ID and Password to each Vendor so as to allow each Vendor access to the MPG Platform through such Vendor’s Account. Each Vendor shall be solely responsible for maintaining the confidentiality of its Vendor ID and Password and for all activities that occur under the Vendors ID and Password. A set of Vendor ID and Password is unique to a single Account and no Vendor shall share, assign or permit the use of its Account, Vendor ID or Password to another person outside of the Vendor's immediate business entity. Each Vendor acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its immediate business entity to use its Account (collectively, "multiple use"), will cause a potential loss in income to MPG(SA) and the vendor will therefore be liable for this loss to MPG(SA). Each Vendor hereby undertakes to notify MPG (SA) immediately of any unauthorized use of its Account, Vendor ID or Password or any other breach of security. Each Vendor hereby agrees that MPG (SA) shall not be liable for any loss or damages arising from the Vendor’s failure to comply with this paragraph.
2.7 MPG reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. MPG further reserves the right to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by MPG.
2.8 Each Vendor acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business but hereby agrees that in no event shall MPG(SA) be held liable to the Vendor or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

 3. Vendors Responsibilities

3.1 Each Vendor hereby represents warrants and agrees to provide true, accurate, current and complete information about itself and its business references as may be required by MPG (SA) and to maintain and promptly amend all information so as to keep it true, accurate, current and complete.
3.2 Each Vendor hereby represents warrants and agrees that the use by such Vendor of the Service and the Platform shall not

A. contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities. part of a scheme to defraud Consumers, Vendors or other users of the MPG (SA) platforms or for any unlawful purpose.

C.infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights.

D.impersonate any person or entity; misrepresent yourself or your affiliation with any person or entity.

E. violate any applicable law, statute, ordinance or regulation (including but not limited to The Consumer Protection Act, unfair competition, anti-discrimination or false advertising)

F.contain information that is defamatory, libellous or in any way unlawful.

G. contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content that otherwise promotes sexually explicit materials or is otherwise harmful to minors.

H.promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

I.contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation.

J.involve in attempts to copy, reproduce, exploit or expropriate MPG’S various proprietary directories, databases and listings.

K. involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information.

L. involve in any scheme to undermine the integrity of the computer systems or networks used by MPG(SA) and/or any user of the Service and no Vendor shall attempt to gain unauthorized access to such computer systems or networks

M.Otherwise create any liability for MPG (SA) or its affiliates

3.3 Vendors shall always respect the conditions of engagement as set out by the consumer and shall not attempt to pursue or engage with the consumer outside the strict parameters set out by the consumer.
3.4 Vendor’s shall not take any action which may undermine the integrity of MPG (SA).
3.5 Each Vendor acknowledges and agrees that MPG shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessed through the Service. MPG (SA) does not endorse, verify or otherwise certify the contents or other material or information made by any Vendor or Consumer. Each Vendor is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
3.6 Each Vendor warrants and agrees that it has obtained all necessary third party licenses and permissions required to trade and represent and shall be solely responsible for ensuring that any material or information it represents on the MPG (SA) platforms is correct and that the vendor has the rights to use. It further ensures MPG(SA) that information being provided on the MPG(SA) platforms does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights
3.7 If any Vendor breaches the representations, warranties and covenants of paragraphs above, or if MPG(SA) has reasonable grounds to believe that such Vendor is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Vendor ,Consumer or third party, MPG(SA|) has reasonable grounds to believe that such Vendor has wilfully or materially failed to perform its contract with such Consumer or third party including without limitation where the Vendor has failed to deliver any items as offered or agreed by such Consumer or third party, or where the Vendor has delivered the items that materially fail to meet the terms and descriptions outlined in its offer with such third party, or if MPG has reasonable grounds to believe that such Vendor has provided false or misleading information in any way MPG(SA) has the right to suspend or terminate the MPG Service and all benefits with respect to such Vendor without any compensation, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by MPG(SA)in the future. Further, MPG (SA) reserves the right in it sole discretion to place restrictions on or remove material it may consider inappropriate, and to remove any material it reasonably believes that is unlawful, distasteful or could subject MPG (SA) to liability. MPG (SA) reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further MPG (SA) may disclose the Vendors identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and MPG (SA) shall not be liable for damages or results thereof and agrees no Vendor shall bring any action or claim against MPG for such disclosure. In connection with any of the foregoing, MPG may suspend or terminate the Account of any Vendor as MPG deems appropriate in its sole discretion.
3.8 Each Vendor agrees to indemnify MPG (SA), its employees, agents and representatives and to hold them harmless from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Vendor’s use of the Service or from such Vendor’s breach of this Agreement or the Terms and Conditions of use. Each Vendor further agrees that MPG(SA) is not responsible, and shall have no liability whatsoever to it or anyone else for any material posted by such Vendor or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Vendor 

4. Transactions between Vendors and Consumers

4.1 MPG (SA)provides an internet and mobile based platform for generating leads,exchanging information and concluding sale and purchase transactions of products and services between vendors and consumers.

MPG (SA)reserves the right to limit certain features and functions of the platform to prescribed Vendors. Despite the provision of the platform , MPG(SA) does not represent the Vendor or the Consumer in specific transactions whether or not such transactions are made on or via the platform.

At all times MPG(SA) will be seen as a conduit for the business between the Vendor and the Consumer and the Vendor shall be seen to be the seller and the Consumer will be seen to be the buyer.MPG (SA)does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale by the Vendor on the platform or the ability of the Vendor to complete a sale or the ability of a consumer to complete a purchase.
4.3 Each Vendor agrees that MPG(SA) shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as result of or in connection with any Transaction .
4.4 Vendors and Consumers are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of the use of the MPG platform.

 4.5 In the event that any Vendor or Consumer has a dispute with any party to a transaction, such Consumer or Vendor agrees to release and indemnify MPG(and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute. 

4.6 Each Consumer acknowledges that MPG(SA) does not pre-screen content but that MPG(SA) shall have the right (though not the obligation) in its sole discretion to move, modify or remove any content that is posted or uploaded on the Platform that it deems to be unsuitable for publication.
4.7 All information and/or other content posted on the MPG(SA) Platform by,Vendors , Consumers, third parties or the MPG(SA) Call Center Team is supplied for information purposes only and shall not under any circumstances be construed as a legal and binding offer. 



5. Limitation of Liability

5.2 Any material downloaded or otherwise obtained through the use of the MPG(SA) Platforms is done at each Consumer and Vendor's sole discretion and risk and each user is solely responsible for any damage to its computer system,mobile phone or other digital device or any loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Consumer or Vendor from MPG(SA) representatives shall create any warranty not expressly stated in this Agreement.
5.3The platform may from time to time make available to consumers and vendors services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall MPG (SA) and its affiliates be held liable for any such services or products.

 5.4 Under no circumstances shall MPG(SA) be held liable for any delay, failure or disruption of the Service resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control- including without limitation, Internet failures,equipment failures including computer,mobile phones, telecommunications and other digital equipment failures, electrical power failures or surges, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
5.5 MPG(SA) shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following

a.The use or inability to use the service

b.Any defect in goods, samples, data, information or services purchased or obtained by a user or a third-party service provider through the site.

c.unauthorized access by third parties to data or private information of any Vendor or Consumer.

d. statements or conduct of any user of the Platform.

e.any other matter relating to the Service however arising, including negligence.

 6. Intellectual Property Rights

6.1 MPG (INT) is the sole owner and lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with MPG(INT) or its affiliates. All rights not otherwise claimed under this Agreement or by MPG(INT) are hereby reserved.
6.2 "MPG”, "MY PRICE GURU" and related icons and logos are registered trademarks or trademarks or service marks of MPG(INT),in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.



7. General

7.1 This Agreement and the Terms of Use constitute the entire agreement between the Vendor and MPG(SA) with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.
7.2 MPG(SA) and the Vendor are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
7.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
7.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
7.5 MPG(SA)'s failure to enforce any right or failure to act with respect to any breach by a Vendor or Consumer under this Agreement will not waive that right nor waive MPG(SA)'s right to act with respect with subsequent or similar breaches.

7.6 MPG(SA) shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of MPG(SA). The Vendor and consumer may not assign, in whole or part, this Agreement to any person or entity.
7.7 This Agreement shall be governed by the laws of South Africa.The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of South Africa.

7.8 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.