South Africa – Terms and Conditions of Use of the Marketplace

1. General

   1. These Terms of Service (“Terms“) are a binding legal agreement between you and RedCloud (the “Contract”) that governs your use of the websites, applications for mobile devices, and other present of future offerings from RedCloud (collectively, the “Platform“). These Terms may be updated from time to time at the sole discretion of RedCloud. When used in these Terms, “RedCloud,” “we,” “us,” or “our” refers to the RedCloud entity with whom you are contracting and includes their successors and any person to whom rights have been assigned under this Contract.
   2. By accessing to the Platform, the User automatically adheres to the Terms which shall be strictly observed by the Users. These terms, including the subtitles below (which are deemed an integral part of this Terms), constitute a contract between any person (hereinafter, “User” or, in plural, “Users“) who wishes to access the Platform and/or use the Services described herein and enters into this Contract.
   3. Please read the Terms carefully before using the Marketplace. By creating an Account and accessing and using the Platform, the User accepts and acknowledges that the Terms are mandatory and binding. In case the User does not agree with the Terms, the User must refrain from using the Platform.
   4. The User agrees to use the Platform for lawful purposes, respecting the applicable laws and regulations and in no way shall use the Platform or its content for purposes contrary to the applicable law and regulations or morality or the policies of the Platform which may be issued or amended by RedCloud from time to time at its sole discretion, or in any other way that may affect its operation, security and/or information contained therein.
   5. Please print and keep a copy of this Contract for your records. RedCloud reserves the right to accept your adherence to these Terms and reserves the right to use its discretion in the exercise of its prerogatives in accordance with the law.

2. About us

   1. RedCloud Technologies Ltd, trading as RedCloud, operates the Platform and provides the Services. RedCloud is registered in the UK under the number 08872820 and its registered office is located at the following address: 50 Liverpool Street, London, EC2M 7PY.
   2. All notices relating to the Services herein provided, should be sent to the following address: customercare.za@redcloudtechnology.com.

3. Legal Capacity

   1. The Services offered by the Platform are available to those Users, whether human persons or representatives of legal entities, who have legal capacity to contract, that is, to acquire rights and incur in obligations. Services of the Platform may not be used by persons who do not have that capacity, minors or Users who have been suspended and / or disqualified by the Platform. By registering as a User, you declare under oath that you are a human person of legal age, with legal capacity to contract.

4. Territory

   1. This Platform is available in the territory of South Africa (when referring to Sellers) and/or where the store is located (when referring to Buyers) and is not intended to be accessed from any jurisdiction of any state, country, or territory other than the aforementioned. Neither us nor the Sellers make any representation or warranty that the Platform or any of the products are suitable or available for use, purchase, delivery, or sale in other locations.

5. The Marketplace

   1. RedCloud provides a marketplace on its Platform (“the Marketplace”). The Marketplace is a B2B online intermediary services shopping platform that allows for: (i) purchase transactions between Users for ordering and paying for products online (“Marketplace Services”), (ii) payment transactions between the Users, including the ability to send credits backed by funds held by Users on their Account as means of payment (“Payment Services”), (iii) accessibility and digitalisation of data of Users and their transactions using the Marketplace (“Data Services”), (iv) strategic marketing campaigns (“Marketing Services” and altogether, the “Services”). Transactions to be performed within the Marketplace are B2B and therefore are not aimed to connect Sellers with final consumers.
   2. RedCloud acts as a data controller regarding the processing of data of Users. RedCloud processes personal data in connection with sales and purchases made by Users (“Collected Data”) to provide Data Services and collect other data, figures and relevant information for the provision of Marketing Services (and other relevant Services). Users hereby consent to such collection and usage of data in accordance with these Terms and the Privacy Policy of the Platform. Please also refer to the Privacy Policy.
   3. Collected data may include, but is not limited to transactional data, behavioural data and payment data of Users.
   4. Collected Data may be used and enhanced for the purposes of internal reporting within RedCloud. Users hereby consent to such collection and usage of data in accordance with these Terms and the Privacy Policy of the Platform.

6. Registration

   1. To use the Services of the Platform, Users must register by creating an access account and providing login name and password details, and by providing necessary information which may include name, email address, postal address, information related to the payment of the Services and any other information that may be reasonably required by us (“the Account“) and agreeing to these Terms. As part of the registration process, you will receive a PIN code that will allow you to access the Services.  All information provided by the Users shall be accurate and valid at all times and any change shall be immediately notified to us. The Account will allow the User to use the Platform and access the Services. Users will access their Account through a username, phone number or email address and a personal password to be chosen by the User. The Account is unique non-transferable. In the event that we detect different Accounts containing the same or related data, we may cancel, suspend or disable them. Additionally, any User who is verified to operate with more than one Account will be blocked and will no longer be able to use the Platform.
   2. In order to make transactions on the Platform, Users must charge credit to their Account (as detailed below).
   3. The Account will allow the User to use the Services in conjunction with any other functionality that may be offered to the User in the future, subject to the terms and conditions set forth for each functionality.
   4. RedCloud may use reasonable efforts to verify the identity of the User and the data entered at the time of the registration. This may include the use of a one-time passcode (“OTP”) provided through the use of a mobile number (where the use of OTP is in place, the provision of a mobile number is mandatory). The mobile number is treated as personal data in line with these full terms and conditions. RedCloud is not responsible for the veracity or accuracy of the data provided by the Users. RedCloud reserves the right to request additional proof and/or data for the purpose of corroborating the data reported by the User, as well as suspend and/or temporarily or permanently disable those Users whose data could not be verified. Additionally, RedCloud reserves the right to suspend Users temporarily or permanently in case of breach of the Terms, as well as to reject requests for Transactions placed.
   5. The Platform shall maintain the confidentiality of the data provided by Users for registration and Users agree to maintain the confidentiality of their name and password and any other Account’s settings. The User agrees to immediately notify us of any unauthorized use of their Account, and to hold the Platform harmless in the event that this causes any damage to us or to third parties.

7. Marketplace Services

   1. The Seller must offer for sale products and promote the Services in the appropriate categories and subcategories and Buyers may purchase through the Marketplace products marketed directly by the Sellers (“the Products”). Descriptions of the Products may include descriptive texts, graphics, photographs and other contents and conditions relevant to the sale of the Products, provided that they do not violate any third-party rights, applicable law, provision of this Contract or RedCloud policies.
   2. The Seller must comply with all relevant regulatory obligations such as registrations, authorizations, permits and/or authorizations required by the applicable regulations for the Products and Services offered, as well as with any mandatory product information to be included in the relevant offers pursuant to applicable regulations. RedCloud shall be entitled to delete any offer that does not comply with legal requirements but has no obligation to check offers for admissibility.
   3. In addition to these Terms, the Buyers agree by purchasing a Product to be bound by the terms and conditions of sale included in the publication displayed in the Marketplace, to the extent that such terms and conditions do not violate the applicable laws or policies of RedCloud. The offer to purchase a Product is irrevocable. Purchase offers will only be considered valid once they have been processed by the Marketplace and received by the Seller.
   4. Once the Buyer has selected the Products for purchase, such Products will be included in the Buyer´s shopping cart. At the end of the selection process, the Buyer must confirm his purchase and enter the place and method of delivery or pick-up, as offered by the Seller, and method of payment (“the Order”). After the Order is confirmed, it will be forwarded to the Seller for approval (who may accept the Order or modify the terms of the Order or reject the Order, at its sole discretion). Upon acceptance of the Order, the Marketplace will automatically inform the Buyer. The Products purchased through the Marketplace shall be subject to the dispatch and delivery conditions offered by the Seller chosen by the Buyer and available on the Marketplace and RedCloud will have no liability whatsoever regarding such dispatch and delivery or pick up, as applicable. In case of receipt of damaged or defective Products, the Buyer may make the corresponding claim to the Seller if the seller’s terms and/or applicable law allow for this.
   5. Upon an Order being made, the personal details of the Buyer will be shared with the Seller in order to and to the extent necessary to enable fulfilment of the Order.
   6. The form of payment for Products purchased on the Site may be performed by: (i) credit or debit card, (ii) the payment platform “RedPay” or (iii) such other means of payment as may be enabled by the Marketplace and accepted by Sellers in the future.
   7. The Buyer shall pay the price approved by the Seller when accepting the Order and, if applicable, the shipping and delivery costs. The Seller shall issue the corresponding invoice to the Buyer, this being the only invoicing method available for purchases through the Marketplace.
   8. By accepting these Terms, the Buyer acknowledges and agrees that the purchase and sale transaction it enters into with the Seller may be governed by additional conditions that will be provided by the Seller from time to time. The Marketplace and RedCloud will not be liable for any aspect of the transaction between the Buyer and the Seller, including but not limited to the terms agreed between the Buyer and the Seller, the payment by the Buyer and/or any defect in the Products or Services provided by the Seller.
   9. Acceptance of orders on the Marketplace:
      1. All Orders are subject to the condition precedent that the Seller validates the transaction and accepts it. To validate the transaction, Seller shall verify: (a) that it has, at the time of receipt of the Order by the Buyer, the Products in stock; (b) that it validates and accepts the amount and means of payment offered by the Buyer; and (c) any other aspect relating to the Order (including but not limited to delivery method). If an Order includes Products from different Sellers, such Order will be divided in sub-orders and each of the sub-orders redirected to the relevant Seller, who will proceed with the abovementioned acceptance. Buyers acknowledge and agree that Orders might only be partially accepted or rejected in full from time to time.
      2. The Buyer acknowledges and agrees that Orders may be rejected and/or suspended in certain cases even after the Order had been accepted. In this regard, the Marketplace may not be able to proceed with certain processing, in the following cases, without limitation: (a) when the Product ordered is not available; (b) when the payment service provider does not authorize payment of the price or payment has not been made for any reason whatsoever (if such means of payment is available on the Marketplace); or (c) when Buyers do not meet the ordering criteria specified in these Terms. In addition, in the event of force majeure or logistical difficulties in shipping to certain areas, the Marketplace and the Seller reserve the right to cancel an Order and/or apply exceptional terms and conditions. The Marketplace will automatically give notice of cancellation and/or application of exceptional terms and conditions as soon as possible after an Order is placed. Seller shall be independently and entirely responsible for the refund, cancellation and post-sales support of any Products or Services sold within the Marketplace.
   10. Fees on the Marketplace:
       1. For each Order, RedCloud will charge a fee, calculated based on the gross cost of the order (“the Fee“). As per the separate Commercial Agreement certain Sellers may agree to sponsor the fees of some or all Buyers in certain territories subject to additional terms. The applicable Fee will be billed on a monthly basis to the corresponding Seller.
       2. In addition to the Fee, RedCloud will charge VAT and any other local taxes that may apply.
       3. The Price includes costs of implementation and professional technical and business support. The Price includes fees for the use of the payment services covering cash digitization. It does not include any third-party payment processing fees such as Visa/Amex, etc.
   11. Invoicing of Fees:
       1. RedCloud will invoice the Company on the last day of each month for Marketplace Services performed within the course of that month. RedCloud’s payment terms are that its invoices are payable when received by you. The Company agrees to pay RedCloud’s invoices when it receives them.
       2. If the invoice is not paid within 30 days of the date of the invoice, interest will accrue monthly on the amount due at a rate of 4% per annum.

8. Data and Marketing Services

   1. Collected Data may be used and enhanced for commercial purposes, including the provision of Collected Data to other Users or third-parties, whether or not for consideration. Where such commercial purposes involve the Collected Data (whether enhanced or otherwise) being provided directly to the User whose personal information forms the underlying data, it may be non-anonymised. Where commercial purposes involve the Collected Data (whether enhanced or otherwise) being provided to a User or third-party other than the User whose personal data forms the, or part of the, underlying data, it shall be anonymised and/or aggregated. For the avoidance of doubt, where Collected Data is anonymised and/or aggregated, the data of a single, identifiable User cannot be discerned from such.
   2. Data in relation to a User that is non-confidential and available in line with open commerce, including, but not limited to, data that the User provides openly on the Marketplace, may be enhanced, summarised and/or shared with other Users.
   3. RedCloud may use the personal data to contact a User through mobile, Whatsapp, email or other form of social media, including to contact the User with marketing materials. This may include, but is not limited to, the provision of personalised offers, promotions, advertisements or survey requests. A User may opt-out of being contacted by RedCloud through any type of medium.

9. Payment Services

   1. Users may deposit money into their Account (“the Credit“) as a result of (i) collection transactions made through the Platform and (ii) through enabled debit cards and extra-bank collection networks or using any other means that may be indicated by the Platform in due course . The Credit will be credited to the User’s Account in accordance with the rates, taxes and discounts applicable and the mechanisms and rules determined by the Platform accepted by the User through these Terms. The User may use the Credit to perform the Transactions described in accordance with the provisions of these Terms.
   2. RedCloud acts as a Service provider through the Platform installed on your mobile device or through our Website. By initiating and performing a Transaction, you appoint RedCloud as your agent granting us an irrevocable mandate to dispose on your behalf of the Credit in your Account and transfer it to the Account of the designated recipient in accordance with your instructions. A financial institution designated for such purposes will hold the funds on your behalf until they are transferred to the recipient’s bank account, in the meantime you may not withdraw such funds or send such funds to any other recipient unless the initial Transaction is concluded.
   3. Upon receipt of a Top-Up request, you will issue a Transaction execution order, whereby you consent to RedCloud executing this and any other Transaction as may be necessary on your behalf. For this purpose, you shall provide the recipient’s Account information and such additional data as may be requested by the Platform. You hereby agree that all Transactions are subject to the availability of funds, which will be verified and confirmed by us.
   4. RedCloud shall have no obligation to execute the Transaction requested if you do not have sufficient Credit in your Account. Once we process your request, you will receive a Transaction confirmation receipt. This receipt is not equivalent to the receipt of the Credit in the receiving Account, which may take up to 48 business hours.
   5. RedCloud will not allow you to transfer Credit from your account in an amount exceeding the amount of money deposited and reflected in such Account.
   6. No Transaction may be cancelled after having been ordered by you unless authorized by RedCloud in accordance with the provisions herein contained. In any case of reversal of the Transaction, the Fees paid for the Service will not be refunded.
   7. RedCloud will use its best efforts to ensure that the Transaction is executed on the next business day following the date of receipt of your Transaction order, provided that the recipient has an Account in the Platform. If the recipient does not have an Account, the Transaction will be executed as soon as an Account is opened or on the date RedCloud receives the recipient’s bank account details.
   8. For each Transaction, RedCloud will charge a fee at the rate set forth in the Platform (the “Fee“), as published from time to time. The applicable Fee will be deducted from your Account upon ordering each Transaction, and the new Account balance will appear on your Account screen and will be communicated to the User via a message automatically sent by the Platform.
   9. Upon closure of an Account for any reason, we are authorized to use the contact information you have provided to us to attempt to send you or the recipient indicated by you, the funds equivalent to the Credit remaining in your Account. In the event that such information is incorrect or out of date, and/or we are unable to locate you to provide us with the information of the recipient to whom you wish to send the Credit, you acknowledge that you may lose both the credits and the funds corresponding to the Credit that is in your Account.

10. Means of Payment

    1. The Platform has different suppliers in charge of the payment service. They are responsible for carrying out the Transactions. If the User shared their credit or debit card information in the Platform and makes it available to our supplier or entity responsible for the collection, authorizes the latter to debit from your credit or debit card charges incurred in the Account that the User registered on the Platform.
    2. The Users expressly consent to the use of credit available in the RedPay wallet as one of the methods for the payment of the Products or Services offered.
    3. Users may deposit money into their Account (“Credit”) as a result of (i) transactions made through the Marketplace and (ii) through enabled debit cards and extra-bank collection networks or using any other means that may be indicated by the Marketplace in due course . The Credit will be credited to the User’s Account in accordance with the rates, taxes and discounts applicable and the mechanisms and rules determined by RedCloud and accepted by the User through these Terms. The User may use the Credit to perform the transactions described in accordance with the provisions of these Terms.
    4. The Marketplace may offer and implement additional payment services, for which separate terms and conditions apply.
    5. The User agrees to pay all bills and charges due by him/her. Payments that may eventually be made through the Platform to charge credit to the Account, may be made online using credit cards and debit cards enabled or using any other means of payment that may be indicated in due course.

11. Applicable Taxes

    1. It shall be the User’s sole responsibility to determine which taxes, if any, apply to the sale of Products, and it is the User’s sole responsibility to remit the correct tax to the appropriate tax authority. The fees payable by you to RedCloud under this Contract do not include any value added tax, or any other indirect and direct taxes arising as a result of or in connection with the Transactions contemplated hereby. Users agree to pay all applicable taxes to the relevant authorities.  To the extent required by such tax authority, RedCloud may make withholding to cover such taxes and pay such taxes to the appropriate tax authority. The User shall indemnify and hold RedCloud harmless for any claims that may be made by the tax authorities with respect to applicable taxes, debts and/or interest related to sale and purchase of Products and Services carried out by the Users.

12. Assignment of Rights

    1. The User may not assign, transfer, delegate or dispose of the rights or obligations under this Agreement, in whole or in part without RedCloud consent in writing. RedCloud may assign, transfer, delegate or dispose of the rights or obligations under this Agreement or its contractual position, in whole or in part, for which the User hereby gives his consent in advance to perform such actions.

13. Trade marks

    1. RedCloud grants the corresponding license of its trade name and logo to the User, so that during the Term RedCloud may use them in the manner it deems convenient to advertise and communicate the Marketplace and the participation of users in the Marketplace.

14. Compliance with Contractual Provisions

    1. The User shall comply with all the Terms set forth in this Contract and any other instructions set forth by RedCloud under the contractual relationship herein established, e.g. RedCloud’s policies. In addition, the User agrees: (i) not to violate any applicable law, statute, contract or regulation, (ii) not to infringe any third party rights or any of RedCloud’s rights, including copyright, patent, trademark, trade secret or other intellectual property and/or privacy rights, (iii) not to engage in verbal or other conduct that is characterized as obscene, defamatory, threatening or constitutes harassment, (iv) not to use the Services to receive funds as consideration for sexually oriented or obscene materials or services; (v) not to use the Services to receive funds for drug trafficking, controlled or illegal substances, steroids or prescription drugs, (vi) not to use the Services to launder money derived from illegal activities, (vii) not to provide false, inaccurate or misleading information, (viii) not to send or receive potentially fraudulent, illegitimate or illegal funds, (ix) not to refuse to cooperate in an investigation or provide confirmation of Users’ identity or any information the Users provided to us, (x) not to attempt to take any action that results in unlawful enrichment, (xi) not to access the Marketplace from a country in which the Services are not approved, (xii) not to disclose or distribute another User’s information to a third party, (xiii) not to use third party’s information for marketing purposes unless you receive such User’s explicit consent to do so.
    2. If we have reason to believe that you have engaged in forbidden activities, we may engage in actions necessary to protect RedCloud, another User, a third party or you from setbacks, claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following: block, limit, close or terminate your right to use or dispose of your Credit and/ or your Account in full or for any particular Transaction. We may also refuse to provide our Services in the future, withhold your Credit for as long as necessary to protect us and others against the risk of financial loss and take legal action against you. If we proceed with the closure of your Account, we will provide you with notice of the Account closure and, if possible, the reasons for the closure, along with the procedure for withdrawing the funds corresponding to any Credit your Account reflects.

15. Intellectual Property

    1. The mere access to the Platform does not give the User any right of use over the content of the Platform (whether past, current, or future content). RedCloud is the owner, or the licensee of all intellectual property rights generated in the Platform and from the Services and any material published in connection with them except those which may be owned exclusively by Sellers and Buyers.
    2. The contents displayed on the Platform may not, in any way, be copied, distributed, reproduced or disclosed, by any means, under penalty of civil and/or criminal liability.
    3. The User may not rent, lease or transfer any rights to use the software or the Marketplace to any third party. If any Users fail to comply with RedCloud’s instructions, implementation and usage requirements, such Users will be liable for all resulting damages suffered by the User itself, RedCloud and any third parties. Users agree not to alter, reproduce, adapt, distribute, display, publish, translate, disassemble, decompile or otherwise attempt to create any source code derived from the software, the Services and/or the Platform. RedCloud does not own, control or have any responsibility or liability for any third-party software applications a User might choose to use on the Platform and/or in connection with the Services. The RedCloud name and logo, and all related logos of our products and services, are either the property of RedCloud or registered trademarks of RedCloud or its licensor. In addition, all graphics, button icons and scripts are protected by copyrights owned by RedCloud, trademarks and/or trade secrets of RedCloud. Users may not copy, imitate, modify, alter or use them without our prior written consent.
    4. The Users warrant that they have all relevant rights to publish the Products, its trademarks, logos and product claims in the Marketplace. By uploading the information, images, videos, documentation and any other materials to the Marketplace, the Users authorize RedCloud and its affiliated companies to use, publish, and/or reproduce the images and photographs included in its publications, its trade name, trademarks, advertising phrases, logos, designs, drawings, images and any other distinctive sign that identifies the Users and its products or services (“the Users’ Trademark“) and information regarding its products or services (“Product Information“) within the Marketplace and for communication and advertising purposes in any communications, announcements or campaign issued by RedCloud in any available media outlets. It shall be the User’s obligation to include on the Marketplace the Product Information, including those warnings required by the applicable legislation for the sale or advertising of the Products and Services. The Users grant RedCloud and its related companies a free, irrevocable, non-exclusive, international and time unlimited authorization to use, publish, reproduce and/or adapt the images, photographs, the Users’ Trademark, and the Product Information in order to be used in all RedCloud sites and applications, social networks and/or in any mass and non-mass communication media, including, without limitation, platforms and any other digital or physical media that RedCloud deems appropriate.
    5. The Users declare and guarantee that they are the owners or licensees of the necessary rights over the images, photographs contained in its publications, over the Users’ Trademarks, as well as over the Product Information, and that it has the necessary rights and powers to grant the authorization detailed in this clause, being exclusively liable for any infringement of third parties’ rights or for any inconsistencies or inaccuracies in the Product Information.

16. Limitation of Liability

    1. Given that the Marketplace is a mere intermediary platform which connects Buyer and Seller, it does not participate in the transactions carried out between them. Consequently, the Seller will be responsible for all the obligations and tax charges applicable to the sale of its Products and/or Services, and the Marketplace and/or RedCloud cannot be held liable for any kind of non-compliance.
    2. It is the Seller who uses the Marketplace and publishes their Products and Services, and consequently defines the conditions of their offer (product or service offered, price, description, photos, quality, quantity, completeness, etc.). In all cases, Sellers will be responsible for the existence, quality, quantity, integrity and/or legitimacy of the Products and/or Services they offer and will hold the Marketplace and/or RedCloud harmless for any actions or claims that may arise because of an offer or transaction.
    3. The Platform is subject to possible interruption problems, technical failures, and temporary unavailability of the Services. We shall not be liable for damages of any nature whatsoever that may occur due to the unavailability or lack of continuity of operations of the Platform although RedCloud will make commercially reasonable efforts to ensure that Orders are processed in a timely manner, but in no way guarantees the amount of time necessary to complete their processing.
    4. We will use our commercially reasonable efforts to ensure the security and reliability of the Platform and the content available on the Platform by using various controls to detect, prevent and combat malicious activity. However, RedCloud shall not be liable for any damages arising from the actions of third parties, for the improper conduct of the User, or for any fact that is somehow outside our control.
    5. RedCloud shall not be liable for the User’s browsing on external websites, even if they were referenced on the Platform, so it is a duty of the User to read the terms and conditions, Privacy Policy and Cookies Policy (if applicable) of the website accessed, being the User responsible for any damage or injury suffered in relation to such third-party sites. RedCloud shall not be liable for orders, instructions, requests and/or wrong or incomplete Orders caused by erroneous data of the recipient’s Account, relevant information of the recipient or the payment transaction, provided by the User.
    6. RedCloud shall not be liable in any way for the fulfillment of the obligations assumed by Users with third parties in relation to the Services and/or Transactions to be made or received through the Platform. The User acknowledges and agrees that when making Transactions with other Users or third parties, the User is acting freely and at their own risk and responsibility. In any case, the Platform shall not be liable for direct damage, loss of profits, or any other damage and/or injury suffered by the User, due to Transactions made through the Platform. The Platform shall not be responsible for verifying the causes, amount or any other circumstance relating to Transactions or to the veracity of the personal data entered by the User. In the event that one or more User or any third party initiate any claim or legal action against other User based on Transactions performed between them, each and every one of the users involved in such claims or actions waive the Platform and its directors, managers, employees, agents, operators, representatives and attorneys from liability.
    7. The Platform shall not be liable for the User’s browsing on external websites, even if they were referenced in the Platform, so it is a duty of the User to read the Terms and Conditions and Privacy Policy of the website accessed, being the User responsible for any damage or injury suffered in relation to such third-party sites. The Platform shall not be liable for orders, instructions, requests and/or wrong or incomplete Transactions caused by erroneous data of the recipient’s Account, relevant information of the recipient or the payment transaction, provided by the User.
    8. In any case, RedCloud shall not be liable for direct or consequential damages, loss of profits, or any other damage and/or injury suffered by the User, due to the sale and purchase of Products made through the Marketplace. Neither the Platform nor RedCloud shall be responsible for verifying the causes, amount or any other circumstance relating to the Services or to the veracity of the personal data entered by the User. In the event that one or more User or any third party initiate any claim or legal action against other User based on the provision of the Services, each and every one of the users involved in such claims or actions waive RedCloud and its directors, managers, employees, agents, operators, representatives and attorneys from liability.
    9. The Seller must indemnify RedCloud, as well as its directors, managers, employees, agents, operators, representatives and attorneys, in the event of any loss or damage (including legal costs) caused by any claim formulated or presented by any third party based on (i) contents that the Seller gives, offers, publishes or transmits through the Services and/or the sale of the Products;(ii) the use of the Services or acquisition of a Product by the Buyer; or (iii) the non-compliance with these Terms by the User.
    10. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL REDCLOUD’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE 100% OF THE FEES PAID IN CONNECTION WITH THE RELEVANT TRANSACTION WHICH GAVE RISE TO THE DISPUTE.

17. Confidentiality

    1. The Parties agree to treat as confidential all information provided by either Party, as well as all information contained herein, and to prevent the disclosure of such information to third parties, either in whole or in part, without the prior written consent of the other Party (the “Confidential Information“).
    2. The Parties understand that information shall not be deemed to be confidential or proprietary to a Party when: (i) the information provided had already been known to the other Party; (ii) the information provided had already been in the public domain at the time it was disclosed by a Party, unless this occurs as a consequence of a disclosure made by such Party in breach of this Agreement or the Terms; or (iii) the Party had received the information from third parties who were under no obligation of confidentiality in relation to such information. It is further provided that either Party shall have the right to disclose the Confidential Information when so required under applicable law, or when strictly necessary in order to obtain any necessary governmental approval or to exercise the defence of its rights, provided that such Party notifies the other Party immediately of such requirement and allows the participation of such Party in the process in order to control such disclosure.
    3. The Parties are prohibited from obtaining confidential information by means of reverse engineering. “Reverse Engineering” shall mean all actions, including observing, testing, examining, reassembling and, if necessary, reassembling, with the aim of obtaining Confidential Information. This prohibition ends as soon as the product or the object on which the Confidential Information is based has been made publicly available through no fault of the Parties.
    4. The confidentiality obligation agreed in this Agreement shall remain in force even after the termination of this Agreement, whatever the cause of such termination may be, for a term of 5 (five) years or a longer term if the Confidential Information shall continue to be confidential or secret, counted as from the date of termination of the Agreement. In the case of Personal Data, the confidentiality obligation shall remain in force in perpetuity.

18. Termination

    1. RedCloud and the User may, at any time during the term of this Contract, terminate it without cause by 30 days’ prior written notice, which will result in the closure of the User’s Account and termination of the User’s subscription, if applicable, but will not suspend the fulfillment of all Services requested already authorized by the User at the time of giving notice of termination. In this regard, the User shall remain liable for any Order, cost or any other activity incurred and for which the User is personally, directly or indirectly responsible prior to the time of closing the Account. For the purposes of exercising this power of termination, it is necessary that the party seeking termination of the Contract does not owe the other User or third parties involved in the Transactions the fulfillment of any obligation.
    2. The User shall pay any amount it remains liable for under this Agreement within 30 days of termination of this Contract. Any amount not paid within the 30 days of the date of termination, interest will accrue monthly on the amount due at a rate of 4% per annum.
    3. In addition, the Platform may, in case of breach by the User of the Terms or any other applicable law, or inactivity of the User on the Platform for a period longer than 12 (twelve) months, terminate the provision of Services without any prior notice, making statutory reserve of the right to claim damages that such breach has caused.
    4. All notices, requests, summons and other communications under this Agreement shall be made in writing and by e-mail to the addresses and e-mail address(es) set forth below:
       contract-notices@redcloudtechnology.com

19. General Provisions

    1. You agree that you are the owner of the mobile device, phone numbers and email addresses (and any other relevant device or account) with which you have registered in the Platform to use the Services, and you agree that you will inform us immediately by calling our call center if you change your phone number or other details or lose your device. You are responsible and shall hold RedCloud harmless from any Transaction or activity performed by you regarding your relationship with your telecommunications service provider or any other third party in connection with your use of the Services through your devices, such as charges for SMS or cell phone services.
    2. RedCloud reserves the right to modify, amend or update the Terms at any time in its sole discretion. Modifications shall be posted on the Platform and shall become effective on the day immediately following the day of posting. Such modifications shall be communicated by RedCloud to Users through the publication of an amended version of the Terms on the Platform. Any User who does not agree with the modifications made may immediately request the cancellation of the Account and must refrain from using the Platform. In the event that any User continues to use the Platform, such User will be deemed to have accepted the modified, amended or updated Terms.
    3. In the event that any provision of this Contract is declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining provisions of this Contract. Such void or unenforceable provision shall be replaced with a valid and enforceable provision that comes as close as possible to the desired economic effect of such void or unenforceable. This Contract represents the entire agreement between the User and RedCloud with respect to the Marketplace and the provision of the Services (together with all other guidelines, directives and policies issued by RedCloud and related to the Platform or the Services) and supersedes any prior, parallel, oral or written proposals or representations between the parties. All provisions which, notwithstanding termination of the Contract or closure of your Account, by their nature shall remain in effect, will do so, including provisions related to the suspension of your Account and rights to use the Services or any part thereof, including, without limitation, provisions related to ownership, intellectual property, warranties and liabilities. The breach of any specific provision by either party, or the failure to act or take action against the other party in the event of a breach by either party, shall not be deemed as a waiver of such right.
    4. The User may not assign, transfer, delegate or dispose of the rights or obligations under this Contract, in whole or in part. RedCloud may assign, transfer, delegate or dispose of the rights or obligations under this Contract or its contractual position, in whole or in part, for which the User hereby gives his consent in advance to perform such actions.
    5. The Sellers are third parties unrelated and independent from RedCloud; they are not affiliated with RedCloud. They conduct their business independently by the manufacturing, purchase and/or subsequent sale of Products; they sale or resale the Products in their own name and bear the entire entrepreneurial risk of their activity on the Marketplace and bear the risk of insolvency of the respective Buyers of any Products or Services. RedCloud makes no representation or warranty as to the operation and performance of the Seller, as to the performance of any obligations assumed by the Buyers to third parties (including but not limited to Sellers) or as to any obligations assumed by such third parties to Buyers in connection with any sale or purchase of Products made on the Marketplace and/or any payments made thereon.
    6. The User’s acceptance of these Terms and any use of the Platform by User does not create – and shall not be construed to create – any partnership, joint venture, employment, agency, distributorship, franchise, or agency relationship between the respective User and RedCloud.

20. Cookies

    1. The Platform may use a tracking system using “cookies”, so that access to information, when moving from page to page, is done more quickly. It also helps in some cases to identify Users, without the need to ask them for their password again and again. These cookies are small files sent by the visited page and are stored on the hard disk of the computer, occupying little space. Users are informed that by using their browser options they can limit or restrict the hosting of these “cookies” as they wish, although it is not advisable to restrict them completely. The system may collect information about your preferences and interests. In the event that this occurs, the information will be used exclusively for statistical purposes to improve the services provided on the Platform.

21. Data Privacy

    1. In order to use the Platform efficiently and securely, Users must provide certain information, including their name and surname, e-mail account, telephone, billing information, without which it would be impossible to provide the Services. Therefore, it is required that the information provided is true and accurate. The personal information that Users enter on the Platform is completely confidential and we will do our best to protect their privacy. When data and numbers corresponding to credit cards are entered, these are encrypted, for greater security of the Users.
    2. The User may exercise their rights of access, rectification or deletion, and request exclusion in accordance with the provisions of the applicable regulations on the subject by sending an email to the help center. The Platform has adopted the security levels of protection of personal data legally required, and has installed all the technical means and measures at its disposal to prevent the loss, misuse, alteration, unauthorized access and theft of personal data.
    3. For further information, please refer to the Platform’s Data Privacy Policy.

22. Governing Law and Jurisdiction

    1. These Terms, the Platform usage and the provision of the Services are governed by the laws of South Africa. In the event of a claim or dispute arising out of these Terms and/or your use of the Marketplace or the Services, you agree that the courts of South Africa shall have exclusive jurisdiction over such claims or disputes, without prejudice to your rights under applicable law.

23. Customer Service

    1. If you have any questions or complaints about these Terms, or if you need help with the Marketplace or the Services, we are always here to help you and resolve any disputes amicably. You can contact us every day of the year, by the means listed below. By email:
       customercare.za@redcloudtechnology.com

24. Project Leader

    1. For implementation purposes, each Party shall designate a person (the “Project Leader”) who will serve as valid and authorized interlocutor for each Party.  The Project Leaders will be authorized to interact between them in order to make verbal requests, suggestions and any other relevant communication for the purposes of improving the Services.

25. Staff Obligations

    1. RedCloud will be solely and limited to responsibility for compliance with all labor, social security and tax obligations that determine the legal provisions that govern during the validity of this Agreement and that correspond to RedCloud in its capacity as employers and / or entrepreneurs of any person who is involved in the provision of the Service to the Company.

26. Respect for Human Rights

    1. RedCloud is committed to respecting the human rights of people and their employees, avoiding discrimination, harassment, abuse or intimidation in any of its forms, in relation to: Age, language or origin; Nationality or race; Marital status, gender, pregnancy; Diseases; Ideas, opinions or free expression; Political or sexual preferences; Religion, decent working conditions; Social or economic condition; Special physical capabilities; Any other circumstance that violates the diversity, freedom or dignity of the people.
    2. In the event that the Company becomes aware that the aforementioned principles are not being met, it may notify RedCloud with recommendations.
    3. The User is a third party unrelated and independent from RedCloud; it is not affiliated with RedCloud. The User conducts its business independently by the manufacturing, purchase and/or subsequent sale of Products. It sells or resale the Products in their own name and bear the entire entrepreneurial risk of their activity of resale of the Products and bear the risk of insolvency of their customers. RedCloud makes no representation or warranty as to the operation and performance of the obligations of the User.
    4. In the event that any provision of this Agreement is declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining provisions of this Agreement. Such void or unenforceable provision shall be replaced with a valid and enforceable provision that comes as close as possible to the desired economic effect of such void or unenforceable. This represents the entire Agreement between the User and RedCloud with respect to the provision of the Services (together with the Terms) and supersedes any prior, parallel, oral or written proposals or representations between the parties. All provisions which, notwithstanding termination of the Agreement, by their nature shall remain in effect, will do so, including, without limitation, provisions related to ownership, intellectual property, warranties and liabilities. The breach of any specific provision by either Party, or the failure to act or take action against the other Party in the event of a breach by either Party, shall not be deemed as a waiver of such right.
    5. The domiciles of the Parties abovementioned above are those that the Parties constitute for all purposes of this Agreement. Either Party may change its domicile to any other by giving prior notice to the other Party specifying its new domicile and contact person, but such change shall not be deemed to have occurred until the notice notifying the change is actually received by the other Party.