For the purpose of this agreement, Good Food Network is a product developed and owned by Good Food Network PTY LTD (Reg Nr 2021 / 302155 / 07)
By signing up with Good Food Network you agree to the following terms of service. These terms may be updated from time to time, so we advise you to check back to ensure that changes do not impact you.
GOOD FOOD NETWORK MARKETPLACE TERMS OF SERVICE (“MARKETPLACE TERMS”).
THESE MARKETPLACE TERMS ARE EFFECTIVE AS OF: 01 JULY 2020 “EFFECTIVE DATE”.
READ THESE MARKETPLACE TERMS CAREFULLY BEFORE UTILISING OUR MARKETPLACE. YOUR CONTINUED USE OF THE GOOD FOOD NETWORK MARKETPLACE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE MARKET PLACE TERMS. YOU CANNOT USE THE GOOD FOOD NETWORK MARKETPLACE SERVICE IF YOU DO NOT ACCEPT THESE TERMS. ALL SECTIONS OF THESE TERMS ARE APPLICABLE TO ALL VENDORS AND CUSTOMERS UNLESS THE SECTION EXPRESSLY STATES OTHERWISE.
1.2. These Marketplace Terms, including any document incorporated by reference herein, including, but not limited to the Terms and Conditions (collectively, the “Terms”) apply to the Vendor and Customer making use of the Marketplace.
1.3. Selling goods or services to a Customer through the use of the Marketplace after the Effective Date will signify that the Vendor has read, understands, accepts, and agrees to be bound, and are bound, by these Marketplace Terms in such Vendor’s individual capacity and/or for and on behalf of any entity for whom the Vendor utilises the Marketplace. Further, the Vendor represents and warrants that the Vendor has the authority to do so and that in the case of a Vendor being a natural person, the Vendor is a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
1.4. To the extent permitted by applicable law, we may modify the Marketplace Terms with prospective effect with or without prior notice to Vendors, and any revisions to the Marketplace Terms shall be noted within such Marketplace Terms and will take effect when posted on the Website, unless a later date is otherwise stated in the revised Marketplace Terms. A Vendor’s continued sale of goods to Customers utilising the Marketplace will be construed as a Vendor’s consent to the amended or updated Marketplace Terms, and will be conditional upon the Terms in force at the time of use. A Vendor’s only remedy, should such Vendor not agree to these Marketplace Terms, is to no longer make use of the Marketplace.
1.5. We do not accept any Vendors, or representatives of Vendors, under the age of majority or who otherwise do not have the relevant capacity to be bound by the Marketplace Terms, unless such Vendor has, through their parent or guardian, consented to the terms hereof.
2.1. The following terminology applies to these Marketplace Terms:
2.1.1. “Customers” shall mean the person or entity purchasing goods from the Vendor utilising the Marketplace;
2.1.2. “Marketplace” shall refer to Good Food Network Online Marketplace platform and carry the definition as set out in clause 3.1 below;
2.1.3. “Services” shall mean the services as provided to the Vendor and set out more fully in the Terms and Conditions, which Terms and Conditions can be located HERE; and
2.1.4. “Vendor” shall mean the person or entity making use of the Marketplace as provided by Good Food Network.
2.2. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to the same.
3. MARKETPLACE SERVICES
3.1. The Marketplace provides a service which enables a Vendor to create their own online store on Good Food Network and accept payments whilst utilising the service through a payment processor, being Payfast.
3.2. It is specifically recorded that:
3.2.1. a card holder’s details shall not pass through or be stored on any Good Food Network server irrespective as to whether the Customer is a regular purchaser or not. Sensitive cardholder details are directly transmitted from a Customer’s browser to Payfast’s systems. Good Food Network’s staff and other electronic systems do not have any access to card numbers or other financial information at any time;
3.2.2. a cardholder may when purchasing from a Vendor on Good Food Network, elect to have their details stored by Payfast, but Good Food Network shall have no access to this stored information; and
3.2.3. Good Food Network is unable to access any information as provided to Payfast by a Customer.
3.3. In accepting these Marketplace Terms the Vendor agrees to be bound by the terms and conditions as put in place by Payfast from time to time. In the event of there being an inconsistency between Good Food Network’s terms and those of Payfast, the terms of Payfast shall supersede those of Good Food Network’s only insofar as the subject of processing payments may be concerned.
3.4. To activate and maintain marketplace services as either a seller or a buyer on Good Food Network, subscription fees apply.
3.4.1. Sellers with revenue below R4000 per month are eligible for the Starter Store subscription which incurs a 6% platform fee. This fee is for services rendered by Good Food Network and does not include transaction fees as charged by the payment gateway.
3.4.2. Sellers with revenue above R4000 per month are charged a monthly subscription fee of R247 and do not incur platform fees on transactions.
4. PAYMENT METHODS
4.1. Payfast supports most payment methods including credit and debit cards.
4.2. The Vendor undertakes to be solely and exclusively responsible for:
4.2.1. the use of the Marketplace; and
4.2.2. all transactions made through Payfast by the Customer.
4.3. Good Food Network shall not be held liable for any payments which are authorised and which may later be reversed or charged back for any reason.
5. PAYMENT TO VENDOR
5.1. Good Food Network shall make payment to the Vendor each Friday (unless the Friday is a public holiday, in which case the next business day) in respect of the accumulated sales for such Vendor calculated from the Tuesday of the preceding week to the Tuesday of the current week, by way of EFT, and into the Vendor’s nominated banking account.
5.2. In receiving funds and paying the Vendor, Good Food Network is not assuming the role of a bank, a registered financial institution, or portraying that it is in the business of providing money or financial services. Good Food Network is merely receiving and temporarily holding these funds in its capacity as an agent for the Vendor.
5.3. The payment made to the Vendor shall be that paid by the Customer through Payfast less any and all transaction fees as levied by Payfast which at present amount to 2% for Instant EFT (minimum R2,00) and 3.5% + R2,00 for cheque and credit cards; Payout: R5 and which amounts are exclusive of VAT. These transaction fees are those levied by Payfast and not Good Food Network, and are subject to change.
5.4. Good Food Network will do it’s best to make sure that payments are made on the nominated day (Friday) of every week. Due to our reliance on our upstream payment providers and South African banks, there may from time to time be a delay that is out of Good Food Network’s control. If a delay is encountered, payments will be made as soon as possible thereafter. The Vendor hereby indemnifies Good Food Network for any liability whatsoever which might arise therefrom.
5.5. Please note that this is a beta version of the Good Food Network Maretplace which is still undergoing final testing before its official release and your use of the platform at this stage and feedback thereof assists us in developing a better service which might result is modifications to the platform. The service, its software and all content found on it are provided on an “as is” and “as available” basis. Good Food Network does not give any warranties, whether express or implied, as to the suitability or usability of the website, its software or any of its content.
5.6. Good Food Network will not be liable for any loss, whether such loss is direct, indirect, special or consequential, suffered by any party as a result of their use of the Marketplace service, its software or content. Any transactions or usage of the service is done at the Vendor and/or Customer own risk and the Vendor will be solely responsible for any damages or loss of data that results from such activities.
6. GOOD FOOD NETWORK’S ASSISTANCE
6.1. Good Food Network will use its best endeavours to provide customer support in order to assist the Vendor in resolving any issues that may arise from the Customer’s and Vendor’s use of the Marketplace.
6.2. The onus shall however rest on the Vendor relating to the final resolution of any disputes as between itself and its Customers, be they in respect of products supplied by the Vendor or the Marketplace.
7. CHARGEBACKS/ REFUNDS
7.1. In the event of a Customer instituting a chargeback against payment made to a Vendor arising out of a dispute, whether it be in respect of inter alia goods not being delivered, being delivered in an unacceptable condition or out of time, alternatively as a result of an alleged fraudulent transaction raised on the Customer’s card, both the Customer and the Vendor recognise that that Good Food Network shall not be viewed as being a party to either the transaction, or the outcome as to the success or failure of the chargeback.
7.2. Both the Customer and the Vendor realise that there exists a risk of non-payment or non-refund, and the final outcome shall rest with the Customer’s banking institution. Both the Customer and the Vendor agree that the decision of the banking institution shall be final and binding on both of them.
7.3. In the event of a chargeback being initiated for any reason whatsoever, both the Customer and the Vendor hereby indemnify Good Food Network for any liability whatsoever which might arise therefrom.
7.4. Good Food Network specifically reserves its right to recover any chargeback funds from the party concerned which may have been incurred as a result of any chargeback.
7.5. Should, at the sole and absolute discretion of Good Food Network, a Vendor for whatever reason have an excessive number of chargeback requests levied against it, then Good Food Network reserves the right to suspend or terminate the Marketplace Service at its discretion in respect of such Vendor.
7.6. In the event of either the Vendor or the Customer being made aware of any fraudulent act or transaction, they are to contact Good Food Network at this address: email@example.com.
8. COMMENCEMENT & TERMINATION
8.1. These Marketplace Terms shall commence on the Effective Date, and shall continue for as long as the Vendor or Customer, as the case may be, continues to make use of the Marketplace Services.
9.1. Clauses which out of necessity or by implication herein survive termination of these Marketplace Terms, shall remain in full and effect despite the termination hereof.
10. RESERVATION OF RIGHTS
10.1. Good Food Network reserves the right to terminate the Marketplace Services as set out in the Marketplace Terms in its sole discretion, and to refuse the Vendor any and all future use of the Marketplace if the Vendor or Customer (as the case may be) is in breach of either the Terms and Conditions or these Marketplace Terms.
11.1. Personal Information
11.1.1. For the purposes of this section, personal information (“Personal Information”) will be understood in accordance with the definition provided in the Protection of Personal Information Act 4 of 2013 (“the Act”). Good Food Network also subscribes to the principles for electronically collecting personal information outlined in the Act, and the further legislation referred to therein. We endeavour to ensure the quality, accuracy and confidentiality of Personal Information in our possession.
11.1.2. Good Food Network wishes to balance our legitimate business interests and the Vendor’s and Customer’s reasonable expectation of privacy. Accordingly, Good Food Network will take all reasonable steps to prevent unauthorised access to, or disclosure of your Personal Information. However, it is impossible to guarantee that your Personal Information shall be 100% secure.
11.1.3. A Vendor will be prompted to register an account with Good Food Network. In so doing, a Vendor may be asked to provide the following Personal Information:
220.127.116.11. First name;
18.104.22.168. Physical address;
22.214.171.124. Phone number;
126.96.36.199. Bank account details; and
188.8.131.52. Company / CC / business name.
184.108.40.206. Company/CC/business registration number.
11.1.4. A Customer, when checking out on a Vendor’s online store, may be prompted to provide the following Personal Information:
220.127.116.11. First name;
18.104.22.168. Physical address;
22.214.171.124. Phone number;
126.96.36.199. Card details or other account information; and
188.8.131.52. Company / CC / business name.
11.1.5. Good Food Network will attempt to limit the types of Personal Information it processes to only that to which a Vendor consents to (for example, in the context of online registration, newsletters, message boards, surveys, polls, professional announcements, SMS, MMS and other mobile services), but, to the extent necessary, agreement to these this clause 11 constitutes the Vendor’s consent as contemplated in section 69 of the Act.
11.1.6. All payment information will be captured through the Website. In this regard, however, Good Food Network shall not retain any payment information on behalf of Vendors or Customers. All payment information will be stored directly with Payfast.
11.1.7. Good Food Network will not collect, use or disclose sensitive information (such as information about racial or ethnic origins or political or religious beliefs, where relevant) except with a Vendor’s or Customer’s (as the case may be) specific consent or in the circumstances permitted by law.
11.1.8. By agreeing to the terms contained in this clause 11, the Vendor and Customer consent to the use of its Personal Information in relation to:
184.108.40.206. the provision and performance of the Marketplace Services;
220.127.116.11. informing the Vendor of changes made to the Marketplace Services;
18.104.22.168. the provision of marketing related services to the Vendor by Good Food Network;
22.214.171.124. responding to any queries or requests the Vendor may have;
126.96.36.199. developing a more direct and substantial relationship with the Vendor for the purposes described in these Marketplace Terms;
188.8.131.52. developing an online user profile;
184.108.40.206. understanding general trends and patterns so that Good Food Network can develop and support existing and ongoing marketing strategies;
220.127.116.11. for security, administrative and legal purposes; and
18.104.22.168. the creation and development of market data profiles which may provide insight into market norms, practices and trends to help Good Food Network improve our offering to the Vendor. Such information will be compiled and retained in aggregated form, but shall not be used in any way which may comprise the identity of the Vendor.
11.1.9. Although absolute security cannot be guaranteed on the internet, Good Food Network has in place up-to-date, reasonable technical and organisational security measures to protect the Vendor’s and Customer’s Personal Information against accidental or intentional manipulation, loss, misuse, destruction or against unauthorised disclosure or access to the information we process online.
11.1.10. While Good Food Network cannot ensure or warrant the security of any Personal Information the Vendor provides us, Good Food Network will continue to maintain and improve these security measures over time in line with legal and technological developments.
11.1.11. Good Food Network stores the Vendor’s and Customer’s Personal Information directly, or alternatively, stores the Vendors’ and Customer’s Personal Information on, and transfers same to, a central database. If the location of the central database is located in a country that does not have substantially similar laws which provide for the protection of Personal Information, Good Food Network will take the necessary steps to ensure that the such Personal Information is adequately protected in that jurisdiction.
11.1.12. Such Personal Information will not be stored for longer than is necessary for the purposes described herein or as required by applicable legislation.
11.1.13. The Personal Information Good Food Network collects shall only be accessed by Good Food Network and Payfast employees, representatives and consultants on a need-to-know basis, and subject to reasonable confidentiality obligations binding such persons.
11.1.14. Good Food Network will not sell, share, or rent the Personal Information to any third party or use a Vendor’s or Customer’s e-mail address for unsolicited mail. Any emails sent by Good Food Network will only be in connection with the provision of our Marketplace and/or the marketing thereof.
12. VENDOR’S DUTY OF PRIVACY IN RELATION TO A CUSTOMER
12.1. The Vendor confirms that it has taken all steps necessary in order to ensure that it is compliant with both the Act and the ECT Act insofar as its Customers are concerned, and that Good Food Network will not be in breach of the Act or the ECT Act in obtaining such information from the Vendor during the provision of the Services or the Marketplace.
12.2. Both the Customer and the Vendor specifically indemnify Good Food Network for any and all liability arising out of a breach of clause 12.1 above.
13. PROHIBITED ACTIVITIES
13.1. The Vendor and Customer may not make use of the Marketplace in an attempt to or the performance of any one or more of the activities set out in this clause 13, with each activity in isolation being termed as a prohibited activity:
13.1.1. violation of any laws, statutes, ordinance or regulations;
13.1.2. undertaking, initiating, aiding or abetting criminal activity of any kind, including but not limited to, malicious hacking, illegal gambling operations, money laundering or the financing of terrorists or terrorist activity;
13.1.3. any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material as well as unsolicited advertising, bulk e-mailing of commercial advertising, sending chain mails, requests on behalf of charities, calling for the signature of petitions as well as informational announcements;
13.1.4. take any action, including but not limited to those set out above, that imposes an unreasonable or disproportionately large load on the Website’s infrastructure, including spam or other unsolicited mass e-mailing techniques (whether automated or not);
13.1.5. use the Marketplace for any illegal purpose or in violation of any national/international law or other applicable legislation, which shall include laws relating to the payment of taxes and respect to privacy together with any obligations that a Vendor or Customer may owe to third parties;
13.1.6. post content which contravenes a confidentiality or non-disclosure agreement, insider trading laws, or intellectual property rights which the Vendor or Customer is not authorised to transfer to another party;
13.1.7. conduct any activity which compromises or breaches another party’s patent rights, trademark, copyright or other intellectual property rights;
13.1.8. mislead or deceive others through any act or omission or make a false representation about any party’s identity, including the impersonation of a real or fictitious person or entity, or using an alternative identity or pseudonym;
13.1.9. use the Marketplace in order to harass, abuse, defame, threaten, instigate or initiate any action that may be viewed as harmful or unlawful against a third person or entity;
13.1.10. use the Marketplace in an attempt to obtain personal information of other Customers, Vendors or Good Food Network, without consent;
13.1.11. use the Marketplace as a front for a debt collection agency or banking institution;
13.1.12. depositing funds into, alternatively in any other manner, supporting pyramid schemes, Ponzi schemes, matrix programmes, “get rich quick” schemes, multi-level marketing programmes, high-yield investment programmes, or any cause which may be seen to be obscene, defamatory, libellous, threatening, pornographic, hateful or racially offensive;
13.1.13. use the Marketplace as a front, or alter ego decoy in order to receive fraudulent funds, or what may be perceived by Good Food Network to be fraudulent funds;
13.1.14. use the Marketplace in a manner that is or may be perceived to be an abuse or violation of the Marketplace or rules which govern same;
13.1.15. use the Marketplace as a vehicle to provide itself or assist third-parties in obtaining cash advances from a credit card;
13.1.16. use the Marketplace in a manner which facilitates a transfer between two banking accounts owned by the same person and held in the same name;
13.1.17. use the Marketplace to control linked accounts, which are, have, or may be engaged in the above activities;
13.1.18. use the Marketplace in an abusive manner resulting in complaints, disputes, reversal of payments, chargebacks, fees, fines, penalties and other liabilities to Good Food Network, a Customer, a third-party or a Vendor;
13.1.19. introduce any virus, worm, trojan horse, malicious code or other program which may damage computers or other computer-based equipment on the Website or in relation to the Marketplace;
13.1.20. crawling, spidering or scraping of content is prohibited, except to the extent required by recognised search engines (e.g. Google) for the purposes of indexing the Website;
13.1.21. remove or alter Good Food Network’s copyright notices or other means of identification including any watermarks, as they appear on the Website; and
13.1.22. distribute or publish any part of the information or content included in the Marketplace on any publicly accessible electronic network, including without limitation the internet and the world wide web, Facebook, YouTube, or otherwise publish, broadcast or display any such information in public, in a manner that casts Good Food Network in a bad light.
13.2. In the event of Good Food Network suspecting that a Vendor or Customer is acting, or assisting a third-party to act in this manner, it reserves the right to collect evidence to prove or disprove such activities, which evidence may include but not be limited to IP addresses, business names, telephone numbers and e-mail addresses.
14. LIMITATION ON GOODS TO BE SOLD BY THE VENDOR
14.1. The following items shall not be recognised as goods by Good Food Network, and accordingly may not be sold through the use of the Marketplace:
14.1.1. live insects or animals;
14.1.2. shipments of any materials prohibited by national, provincial or local law;
14.1.3. sale of alcohol, narcotics, controlled substances and the paraphernalia associated therewith;
14.1.4. an item which may be interpreted as being one of intellectual property infringement.
15. LIMITATION OF LIABILITY AND INDEMNITY
15.1. The Marketplace shall be used entirely at the Vendor’s and the Customer’s own risk.
15.2. The Vendor and the Customer hereby indemnify Good Food Network, and agree to keep Good Food Network indemnified, from and against any claim, loss, damage, cost or expense that Good Food Network may suffer or incur as a result of or in connection with the Vendor’s or the Customer’s use of or conduct in connection with the Marketplace or the Website, including any breach by the Vendor or the Customer of the Marketplace Terms or any applicable law or licensing requirements.
15.3. To the maximum extent permitted by law, Good Food Network excludes all implied representations and warranties which, but for these terms, might apply in relation to the Vendor’s or Customer’s use of the Website or the Marketplace.
15.4. To the extent that Good Food Network’s liability cannot be excluded by law, our maximum liability, whether in contract, equity, statute or delict (including negligence), to the Vendor or Customer will be limited to the minimum amount imposed by such law.
15.5. Notwithstanding anything to the contrary in these terms, in no circumstances, will Good Food Network be liable for any indirect, punitive or consequential loss or damages, loss of income, profits, goodwill, data, contracts, use of money or any loss or damages arising for any reason whatsoever, whether in delict, contract or otherwise.
15.6. Good Food Network shall not be liable for delays, interruptions, service failures or other problems that may be caused as a result of the use of the internet and electronic devices and communications outside of its reasonable control.
15.7. Without limiting the generality of the foregoing, Good Food Network makes no warranty that the Marketplace will meet either a Vendor or a Customer’s requirements, or that the Marketplace will be uninterrupted, timely, secure, error free or that defects in respect of the Marketplace will be corrected, nor that it will be virus free.
15.8. Both the Vendor and the Customer accept that access to the Marketplace may be restricted on occasion due to necessary updates and maintenance being carried out on the Website.
15.9. Except for any express warranties in these Marketplace Terms, the Marketplace is provided on an “as is” basis and used at the Vendor and Customer’s own risk.
15.10. Good Food Network makes no other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement.
16.1. Confidential information means any documents or information created, received or obtained from Good Food Network, together with information relating to Good Food Network as well as non-public information pertaining to Good Food Network’s business (including, without limitation pricing information, any related entities, the identity of Vendors, and any content marked confidential or reasonably construed as being confidential due to its nature) (“Confidential Information”) which must remain strictly confidential.
16.2. The Vendor and Customer may not disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to any third party without that party’s prior written permission, or in violation of any express or implied duty or contractual right.
16.3. Where a Vendor or Customer is legally required to disclose the Confidential Information, it shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
16.4. The Vendor and/or Customer shall notify Good Food Network immediately upon becoming aware of a suspected or actual breach of this obligation.
16.5. Good Food Network will not disclose or make available to any third party, directly or indirectly, any Vendor’s Confidential Information, except where Good Food Network has the Vendor’s permission, where the Confidential Information is already in the public domain (through no breach of the Terms), in furtherance of the Vendor’s use of the Marketplace, to enforce these Terms or if legally compelled to do so.
17.1. Our failure to enforce any provision of the Marketplace Terms shall not constitute a waiver of such provision. Further, any consent to depart from the Marketplace Terms shall be ineffective unless it is confirmed in writing and signed by us.
17.2. Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with these Terms is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
17.3. The rights, powers and remedies provided to us in these Marketplace Terms are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of these Marketplace Terms.
17.4. These Marketplace Terms constitute the entire agreement in as far as the provision of the Marketplace are concerned. The Vendor acknowledges and agrees that it has not relied on any representations by Good Food Network except those contained in these Marketplace Terms.
17.5. The laws of the Republic of South Africa shall apply to these Terms.
17.6. Any claims, legal proceeding or litigation arising in connection with these Terms shall be subject solely to the jurisdiction of the courts of the Republic of South Africa.
17.7. Good Food Network may assign or novate any of our rights or obligations under these Terms without a Vendor’s or Customer’s consent. A Vendor and/or Customer may not assign or novate any of his/her/its rights.
17.8. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect.
18. APPLICATION OF THE ELECTRONIC COMMUNICATIONS AND TRANSACTIONS ACT 25 OF 2002 (“ECT ACT”)
18.1. Data Messages (as defined in the ECT Act) will be deemed to have been received by Good Food Network if and when Good Food Network responds to the Data Messages.
18.2. Data Messages sent by Good Food Network to a Vendor or Customer will be deemed to have been received by the Vendor or Customer, as the case may be, in terms of the provisions specified in section 23(b) of the ECT Act.
18.3. Vendors acknowledge that electronic signatures, encryption and/or authentication are not required for valid electronic communications between the Vendor, a Customer and Good Food Network.
19. INFORMATION TO BE PROVIDED IN TERMS OF SECTION 43(1) OF THE ECT ACT:
19.1. The Vendor and Customer warrant that Data Messages sent to Good Food Network from any electronic device used by it/he/she from time to time, were sent and or authorised by such user, personally.