Terms & Conditions
The Rooibos Tradepost (TRT) User Agreement
Means this document and describes the terms by which TRT offers access to its domain. It sets out the terms and conditions applicable to participants making use of the services offered under the www.TRT.co.za domain. This document constitutes a legally binding agreement between the Participant and the Company commencing from the day of acceptance.
Means the process where the Buyers indicate their willingness to purchase a product or service listed by the Seller on the domain.
Means the cost incurred to recover outstanding amounts payable and is not limited to attorney and administration costs.
Means The Rooibos Tradepost (Pty) Ltd registered under the Companies Act 71 of 2008 registration number 2018/544877/07.
Means the website www.TRT.co.za., or any other domain used by the Company.
Means data attached to, incorporated in, or logically associated with other data and which is intended by the user to serve as a signature.
Means the product or service as specified by the seller on the Domain, and which the buyer bids on.
Means the fees payable to the Company by the Buyer for an accepted Bid.
Means both the Buyer and Seller who make use of the Domain.
Means the personal identification number assigned to the participant upon registration and serves as the client’s electronic signature in accordance with the Electronic Communications and Transactions Act 25 of 2002.
Means the online platform provided by the Company where Participants meet. TRT is NOT a provider of any goods or services listed on the Domain. The Company is not party to any actual sales transaction between Participants.
“Significantly Differing Results”
Means the following differences between two gradings or analyses of single batch of product:
- 0.2mg/kg of any individual or total residues;
- 0.02ppm of any individual or total PAs;
- 2 percentage points of any individual sieve grading; and
- 1000 CFU/g for any individual or total microbial growth on a processed product.
“Terms and Conditions”
Means these terms and conditions that bare reference to the services offered and available on the Domain. Participants are responsible for ensuring that these Terms and Conditions are read and understood before joining the Domain. Once a participant registers, accessed and makes use of the Domain he is bound to these Terms and Conditions. If these Terms and Conditions are not accepted access and use of the Domain will not be allowed.
Means the entity or juristic person that lists goods or services for sale to the Buyer on the Domain.
Means the entity or juristic person that bids on the goods or services listed by the Seller on the Domain.
TERMS OF SERVICE
- The Company’s Responsibilities
- The Company provides an integrated platform which serves as an open market place where Buyers and Sellers can meet and enter into agreements based on the free market principles. TRT is not a party to, or involved in the actual sales transaction between Buyer and Seller.
- The Domain offers a digital platform (marketplace) where Buyer and Sellers can meet and agree on the price and the terms of the goods and services offered. The Company provides the platform only and does not provide any security on the goods and services listed by the Seller. By accepting these Terms and Conditions it is acknowledged and agreed that the Company does not provide the listed goods and services and are in no way responsible for the delivery thereof.
- The Company in no way guarantees the ability of a Seller to deliver the good or service at the quality advertised. The Company will however endeavour to control the quality of goods by grading and analysing goods prior to listing, and then again once goods are delivered to the TRT depot. These gradings and analyses are provided to the Buyer as indicative results only, and the ultimate responsibility to ensure quality remains that of the Buyer. The Buyer has the right to request samples of the product on offer in order to conduct his own grading and analysis of any listing on the Domain.
- The Company will not act as a collections agent and any payment disputes must be dealt with by the Participants directly involved in a transaction.
- By accepting these Terms and Conditions it is acknowledged and agreed that any warranties, representations, transaction terms, communications or correspondence, verbal or written relating to a transaction between Participants are not furnished and guaranteed by the Company.
- The Company reserves the right to edit, amend, or delete any personal contact information that members submit on the Domain.
- The Company reserves the right to analyse and, at its sole discretion, disseminate sales data in aggregate form.
- The Company’s Fees
- There are currently no joining fees or yearly licencing fee for both Buyers and Sellers to make use of the Domain.
- A grading and analysis fee is payable by the Seller prior to a listing being activated on the Domain. These fees may vary from time to time and are determined by the distance needed to be travelled from the Company’s premises to grade and assess the good or service listed, as well as the cost of laboratory analyses where required, which are in turn dependent on the quantity of goods listed.
- Buyers are charged a negotiated commission fee of the accepted bid value. The negotiated commission fee percentage may be amended from time to time for non-adherence or unethical behaviour by Buyers in line with these Terms and Conditions.
- Once these Terms and Conditions are accepted the fees as outlined in this agreement are agreed to. The Company will not be held liable for the repayment of any fees due to misinterpretation of the user agreement.
- Currently all amounts are payable in ZAR only.
- By accepting these Terms and Conditions it is warranted that a Participant is at least 18 years of age and is duly authorise to enter into legally binding contracts under applicable law. If the Company becomes aware of any limitations that prevents a Participant from entering into legal agreements the access of such entity or juristic person will be either revoked or suspended.
- Use of the Domain is not available to suspended (temporary or indefinitely) Participants and such Participants would first need to adhere to suspensive conditions before regaining use of the Domain.
- Participants’ memberships are non - transferrable and the Company takes no responsibility where Participants’ details were obtained via theft or fraud. Please be advised to not disclose Domain passwords or any account details to any third party. Participants will be held responsible for any transactions or activities that occurred with their login particulars.
- It is agreed that the Domain will not be used for the sale or purchase of any goods or services not allowed by the Company.
- The Company has the right to revise and amend these Terms and Conditions from time to time. The Company reserves the right to waive or change fees, penalties, or interest at any time. This may be communicated to members via email, message centre or by posting the amended terms on the Domain. Except where explicitly excluded, all amended Terms and Conditions shall automatically take effect once posted. Once notice is given of any changes to these Terms and Conditions, registration on the Domain can be cancelled without penalty before the new Terms and Conditions take effect.
- It is also consented and authorised for the Company, at its sole discretion, to make appropriate reports to 3rd party credit collection agencies, credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
- Statement will be issued in the name of the Buyer with the listing details as soon as the Seller accepts a Bid and once the listing goes on “Reserve Status”. Listings will remain on this status till the required payments have been finalised.
- Once a Bid is accepted by the Seller, the Listing would be on “Reserve Status”. Once payment in accordance with the negotiated payment terms from the Buyer is received into the Company’s account the status of the Listing will change to “Accepted”.
- The Company does not warrant the quality of the goods or services purchased. Should a dispute arise between the Participants, such a dispute would be dealt with directly between the Participants. The Company is not a party to the transaction and refunds will only be made if qualifying according to the refund clause (Clause 6). The Company will under no circumstance act as a collection agency or mediator between Participants.
- Refunds by the Company can only be made prior to funds being transferred by the Company to the Seller.
- Refunds of payments made by Buyers for an accepted Bid will be made by the Company should the goods delivered by the Seller to the Company’s depot not be within acceptable variances of what was advertised by the Seller as part of the accepted listing, and the Buyer and Seller are unable to come to an alternative agreement considering the differing characteristics of the delivered goods. The following two scenarios and outcomes exist in this regard:
- In the case where the TRT grading and analyses of the product delivered to the TRT warehouse subsequent to a Bid being accepted and a deposit being paid by the Buyer (the Post-delivery Sample) is found to have Significantly Different Results from the gradings and analyses of the same product sampled at the Sellers facilities prior to the Listing being activated (the Pre-delivery Sample), the following measures will come into effect. The Pre-delivery Sample (the Company will retain samples for this purpose), the Post-delivery Sample, as well as a third sample taken from the product in the TRT warehouse will be regraded and reanalysed to confirm the Significantly Differing Results between the product advertised and the product delivered. Should the Significantly Differing results be confirmed in this manner, the amount received by the Buyer thus far, minus a 2.5% administration fee, will be refunded. The Seller will be liable for 25% of the lost commission to the Company prior to the collection of delivered goods from the Company’s depot by the Seller. Should the Seller fail to make such payment and collect goods within 30 calendar days from being instructed to do so, the goods will be sold at no lower than 15% below market related prices to recover the outstanding amounts, and the remainder of the selling price paid to the Seller.
- In the case where the TRT the Post-delivery Sample is found to not have Significantly Different Results from Pre-delivery Sample, but the Buyers own analyses (which may occur at an international laboratory) of the Post-delivery Sample is found to be unacceptable due to the detection residues or PAs not previously tested for, the following measures will come into effect. The amount received by the Buyer thus far, minus a 2.5% administration fee, will be refunded and the Seller will be requested to re-collect goods from Company’s depot within 30 day with no penalty or charges to the Seller. Should the Seller fail to collect goods within 30 calendar days from being requested to do so, storage costs will be levied.
- The above conditions are the only ones that would constitute refunds.
- Formation and Validity of Agreement
- Once these Terms and Conditions are accepted and approved by a Participant by entering his pin (electronic signature) this agreement becomes legally binding and the Terms and Conditions are enforceable.
- It is acknowledged that by acceptance these Terms and Conditions access is only obtained to the Domain and the use thereof. This does not imply any other relationship between the Company and the Participants. There is no affiliation between the Company and the Participants apart from providing the Domain.
- Outstanding Fees
- Fees will be payable to the Company for grading and analysis of listed goods or services, as well as any successful matching between the Buyer and the Seller, as described under Section 2.
- If for any reason the Company has not received a payment or part thereof or a payment was cancelled, Participants would be temporarily or permanently removed from the Domain, dependant on the seriousness of the offence.
- The Company will also issue a warrant for payment and hand Participants over if payment is not received within 30 calendar days after the warrant for payment was issued. The Company may also charge additional collection fees for cost that was incurred to recover outstanding fees.
- Interest will be payable on the outstanding principal amount and will be accrued at a rate of prime plus 5% of the principal outstanding debt on a daily basis. Outstanding amounts including interest for principle debt would be payable to the Company.
- Force Majeure
- In the event that either party is unable to perform its obligations under this agreement as a result of a force majeure, neither party shall be liable to the other for direct or consequential damages resulting from lack of performance. “Force Majeure” shall mean fire, earthquake, flood, act of God, strikes, work stoppages, or other labour disturbances, riots or civil commotions, litigation, war or other act of any foreign nation, power of government, or governmental agency or authority, or other emergencies, which make it inadvisable or impossible to hold the contracted terms of this agreement. It is understood that this agreement may only be terminated by one or more of these reasons by written notice from one party to the other. The parties agree to provide written notice as soon as possible.
- Cancellation Fees
- Cancellation occurs where either the Buyer or the Seller cancels the transaction after the Bid was accepted but at least two calendar days before the scheduled delivery to the Company’s depot in the case of goods, or in the case of a service at least seven calendar days before a service is scheduled to be performed. Cancellations might occur due to various reasons which do not concern the Company as it is not a party to the transaction and it is for resolution between the Participants involved in the transaction.
- The Company would inform the other Participant (notified Party) of the cancellation request by the requesting Participant. The notified Participant will have 24 hours to respond. The notified Participant may either accept or dispute the cancellation request.
- The Company will not review any cancellations or the reasons for dispute, but only forward the response from the notified Participant to the requesting Participant that initiated the cancellation.
- If the notified Participant accepts the cancellation request the listing will be cancelled and the Seller can decide whether to re-list or not.
- Should the notified Participant dispute the cancellation request such dispute will be continued directly between the Participants with no further involvement of the Company.
- Regardless of whether the cancellation request is accepted or disputed, the Buyer and Seller will within 48 hours of the cancellation request each become liable for 50% of any outstanding Company Fees as described in Section 2.
- Upon the acceptance of the cancellation request, or resolution of ensuing dispute, the Company will refund the Participants any paid amounts minus the fees each Participant is liable for to the Company. Should the Company be in possession of any goods belonging to a Participant, such goods shall only be released to the Participant subsequent to the settlement of owed amounts. Should the Participant fail to make such payment and collect goods within 30 calendar days, the goods will be sold at no lower than 15% below market related prices to recover the outstanding amounts, and the remainder of the selling price, after the deduction of outstanding fees, interest and storage costs, paid to the Participant.
- Suspension of Participant Access
- The Company reserves the right to discard, revoke or suspend (collectively suspension) any access to the Domain if participants do not adhere to the acceptance criteria or suspensive condition might arise.
- The Company can remove participants from the Domain at any time without notification and without providing reasons for the suspension. Suspensive conditions that may result in the suspension of access can include but is not limited to:
- Using the Domain for activities outside the scope intended by the Company;
- Non adherence to payment terms;
- Fraudulent information;
- Placing Bids on own listings in an attempt to drive up pricing;
- Factors that prevent the entering into legally binding contracts under applicable law;
- Delivery of goods or services not consistent with that advertised; and
- Inappropriate communications on the Domain.
- Participant Indemnification
- To the fullest extent permitted by Law, by accepting this agreement it is acknowledge that the Company is indemnified and cannot be held liable, including its current and former, directors, employees, volunteer workers, agents, associates from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out your negligence or out of a transaction between a Buyer and a Seller.
- Should any disputes arise between the Buyer and Seller, the Company indemnified against claims, demands, disputes or any damages relating to disputes between the Participants.
- Seller’s Responsibilities
- It is the Seller’s responsibility to load the details of a listing accurately, including the grading and analyses reports provided by the Company.
- Where applicable the Seller is responsible for insurance of all goods in their possession and belonging to Buyers. Should there be damages to goods the Seller in who’s possession the goods were will be held liable.
- A Seller is obligated to complete a transaction with the Buyer if a Bid is accepted. The Seller is thus bound to the transaction unless prohibited by law or these Terms and Conditions.
- The Seller grants Buyers, whether only prospective or not, the right to inspect the goods or facilities for listed services, at any time after the listing or during the transaction.
- Buyers Responsibilities
- A Buyer agrees to comply with all applicable laws, statutes and regulations regarding the Domain and any transactions conducted on or through the Domain.
- A Buyer submits that he is legally able and has the necessary capabilities to take receipt of the goods or services purchased. This includes the logistical administration potentially involved in transporting and exporting the goods. In this regard it is a Buyer’s are sole obligation to comply with all laws, rules, statutes and regulations that may apply including any and all local, national and international licensing and permitting requirements.
- Buyers acknowledge that the Domain only provides the platform for bidding on listings loaded by Sellers and that the Company cannot ensure that the Seller will accept a bid.
- A Buyer is obligated to complete a transaction with the Seller if the bid is accepted. The Buyer is thus bound to the transaction unless prohibited by law or these Terms and Conditions.
- By accepting these Terms and Conditions it is hereby acknowledged and authorised for the Company to levy the relevant fees for the Buyer when a Seller accepts a quote.
- The Company cannot be held liable for any misrepresentation by the Buyer and any details that are not accurate will be a dispute between the Buyer and the Seller.
- Governing Law
- These Terms and Conditions shall be governed and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law provisions. Failure to enforce any right or provision of these Terms and Conditions will not be considered a waiver of those rights.
- If any provision of these Terms and Conditions is held to be invalid or unenforceable by a court, the remaining provisions of these Terms and Conditions will remain in effect. These Terms and Conditions constitute the entire agreement between parties regarding use of the Domain, and supersede and replace any prior agreements dealing with the same subject.
- Any claim, dispute or matter arising under or in connection with these Terms and Conditions shall be governed and construed in all respects by the laws of the Republic of South Africa. It is agreed to submit to the non-exclusive jurisdiction of the South African Courts.
- Submission of Information
- The Participants are solely responsible for any information provided on the Domain and will be held liable for any misrepresentations. Participants agree to use judgment when listing any online information.
- Participants assume legal responsibility for all damages incurred as a result of any online information where such information is outside the scope of use of the Domain.
- Personal and listing information must be true, legal, accurate, and non-fraudulent and it is hereby acknowledged that participants will not provide any contact information to anyone for the purpose of bypassing commission fees.
- The Company is hereby authorised to use information provided by and through the Domain to enhance our services.
- The Domain acts as a channel for distribution of information and the Company dooes not have any control over the content of any information provided by Participants.
- The Company does not and will not ensure the accuracy or reliability of such communication or information nor will it act as a monitor over the content of such communication for information.
- The Company reserves the right to remove or restrict any communication or information that that is in violation of these Terms and Conditions, illegal, threatening, promotes violence or in contravention with the fundamental rights of Participants.
- Any suggestion, idea, or proposal on how the Company can improve its service or the Domain will be considered by the Company s non-confidential and the Company shall have no contractual obligations concerning the submission thereof or the obligation to keep the information confidential and Participants would have no compensation right of any sort.
- Confidentiality Agreement
- Confidential information includes all material non-public business-related information, written or oral, disclosed or made available to the Participants, directly or indirectly, through any means of communication or observation or access to the Domain, by the Company or any of its affiliates or representatives to or for the benefit of the Participant.
- Confidential information may be any information regarding the Company and may include, but not limited to, its business processes and procedures, day-to-day business operations, systems, current and future strategies, marketing information, financial information, software, technologies, and any other aspects relating to the business.
- Participants shall hold all confidential information in confidence in accordance with the terms of this agreement.
- The Participants shall use confidential information solely for the purpose of providing the services. It is hereby agreed and acknowledged that any and all of the confidential information shall be the Company’s sole and exclusive intellectual property and proprietary information.
- These Terms and Conditions may be terminated forthwith by either party giving notice in writing if the other is in material breach of its terms and has failed to remedy the breach (where the breach is capable of being remedied) within 30 days’ notice in writing requiring it to do so;
- These Terms and Conditions may be terminated on 30 days’ notice given in writing; save that such right shall not be exercised within 12 months of the date of this agreement.
- The Company may also terminate or suspend access to the Domain immediately, without prior notice or liability, for any reason whatsoever if the breach of these Terms and Conditions was of a serious nature.
- All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Personal information will not be sold or rented to third parties for marketing purposes without prior consent. Information will only be used as described in the these Terms and Conditions. The protection of users' privacy is viewed as a important community principle.
- The Company will not be responsible for any tax returns on behalf of the Participants and it remains the sole responsibility of the Participants to collect and remit any or all taxes associated with the use of the Domain, or transactions resulting from it.
- Participants who avoid tax payments through the use of the Domain will be handed over to authorities if the Company becomes aware of the fact.
- Listing/posting on the Domain
- The Company reserves the right to edit, amend, or delete any information posted on the Domain if, in the sole opinion of the Company, the postings contain:
- Sanctions, promotes or glamorises violence and unlawful conduct;
- Unlawful conduct based on race, national or ethnic origin, colour, religion, gender, sexual orientation, age or mental and physical disability;
- Material that is harmful to children;
- Material that promotes explicit violence and/or sexual conduct and nudity;
- Pornography as well as child pornography; and
- Marketing and sales efforts or listings that is out of scope of the service offered on the Domain.
- Record Keeping/Audit
- The Company reserves the right to keep all records that were used to establish the information of Participants or any details relating to the transactions between Participants for administration purposes.
- These records may be kept for a period of at least 5 years from the date of the last transaction.
- The Company uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. Several different security techniques are utilised to protect data from unauthorised access, but the security of the Domain cannot be guaranteed. Uninterrupted and secure access to our system can also not be guaranteed at all times, as the operation of the Domain can be interrupted by numerous factors outside the Company’s control.
- Any dispute, controversy or claim arising out of or relating in any way to these Terms and Conditions including without limitation any dispute concerning the Domain, validity, interpretation, intellectual property, enforceability or breach of the agreement, shall be exclusively resolved by binding arbitration upon a party’s submission of the dispute to arbitration.
- The parties will attempt to settle it by mediation in accordance with the Arbitration Foundation of Southern Africa (“AFSA”).
- In the event of a dispute, controversy or claim arising out of or relating in any way to the agreement, the complaining Party shall notify the other Party in writing thereof. Within thirty (30) days of such notice, management level representatives of both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith.
- Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.
- This clause excludes legal action taken by the Company to collect fees and/or recover damages.
- Dispute Resolution
- Disputes should be reported to (info@TRT.co.za) and the Company will attempt to resolve such disputes.
- The Company offers and an online market place as an integrated platform where Buyers and Sellers can meet and transact. The Company is not responsible for resolving any disputes between the Participants regarding a listing or transaction.
- Should participants report disputes to the Company, every effort as can be reasonably expected will be made by the Company to assist in the resolution of the dispute.
- The Company may suspend or terminate an account should it suspect fraudulent activity.
- Participants may not request payment from another Participant outside the Domain to bypass any fees or in an attempt to collect additional charges.
- Participants may not charge other Participants a higher price that was agreed through an accepted bid.
- Accepted bid prices include all charges, taxes, fees, etc.
- Offers by Participants for listed goods or services outside the Domain is prohibited. Offers of this nature circumvent the Company’s fee structure and are a potential fraud risk for all Participants involved.
- Participants are not allowed to add personal contact information, such as website addresses, fax numbers, phone numbers, or email addresses anywhere on the Domain except where explicitly requested to do so.
- Limited Liability
- Participants making use of the Domain agree to use it at own risk and the Company cannot be held liable for any viruses or malicious software obtained as well as any errors when accessing the Domain.
- The Company will not be held liable for any lost profits, lost savings, incidental, indirect, special or consequential damages, arising out of the inability to use the Domain, services, software or tools.
- The Company will not be held liable for the content, actions, or inactions of Participants, including items listed using the Domain.
- Protection of Intellectual Property
- The Company’s intellectual property includes the Domain, any copyrighted material, design rights, patents, inventions, logos, business names, service marks and trademarks, internet domain names, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, business methods and trade secrets, applications for registration, and the right to apply for registration, for any of these rights and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world
- By accepting these Terms and Conditions it is acknowledged that the use of the Domain is for the online market place service only and shall not be reproduced, modified, displayed, sold, or distributed.
- All intellectual property rights belonging to the Company prior to the execution of these Terms and Conditions shall remain vested in the Company.
- None of the intellectual property rights in the Company’s trademarks and brands shall be used by the Participants for any purpose without the Company’s prior written consent.
The parties choose as their domicilia citandi et executandi for the service of notices given in terms of this agreement and legal processes the address as registered on the Domain.
Last Revised Date: 13 February 2019