Date of Last Edit: 20 April 2015
The Terms and Conditions as stipulated below, shall be governed by and construed in accordance with the laws of South Africa.
1. General Agreement
This Agreement is between ShopOn Online (Pty) Ltd trading as “ShopOn” and the Client named hereafter. ShopOn Online (Pty) Ltd agrees to provide and the Client agrees to accept through ShopOn Online (Pty) Ltd, services according to the following terms and conditions:
1.1 Country of Domicile
This website is governed by the laws of South Africa and ShopOn Online (Pty) Ltd chooses as its domicilium citandi et executandi for all purposes under this agreement, whether in respect of court process, notice, or other documents or communication of whatsoever nature:
17 Harburn Rd
2. Detailed Description of Products and/or Services
ShopOn Online (Pty) Ltd (www.shopon.co.za) is a technology based business that provides Clients with a complete Software as a Service (SaaS) ecommerce solution (including site builder, ecommerce backend platform, hosting) and related products/services. Core features include: set up of complete ecommerce store (includes frontend website and backed ecommerce platform), domain registration, email set up and hosting. Note: the terms “Software as a Service (Saas)”, “Software”, “Product(s)”, “Products/Services” are used interchangeably throughout this Agreement and hold the same meaning within context of this Agreement or any other ShopOn documentation.
All purchases through our website are subject to product availability. We may, in our sole discretion, limit or cancel the quantities offered on our website or limit the sales of our products or services to any person, household, geographic region or jurisdiction. Prices for our products are subject to change, with prior notice in accordance with the South African Consumer Protection Act (No. 68 of 2008). Unless otherwise indicated, prices displayed on our website are quoted in South African Rands (ZAR). We reserve the right, in our sole discretion, to refuse orders, including without limitation, orders that appear to be placed by distributors or resellers.
If we believe that you have made a false or fraudulent order, we will be entitled to cancel the order and inform the relevant authorities. We do not guarantee the accuracy of the colour or design of the products on our website. We have made efforts to ensure that the colour and design of our products are displayed as accurately as possible on our website.
3. Use of Website and Products/Services
3.1 General Use and Access
ShopOn accounts are to be used by the primary owner only, account holders are not permitted to resell, store or give away the services of their account to other parties even if it was for free or non-profitable.
3.2 Website Content
We reserve the right to make any modifications to the website, including terminating, changing, suspending or discontinuing any aspect of the website at any time, without notice. We may impose additional rules or limits on the use of our website. You agree to review the Terms regularly and your continued access or use of our website will mean that you agree to any new changes. You agree that we will not be liable to you or any third party for any modification, suspension or discontinuance of our website or for any service, content, feature or product offered through our website.
3.3 Links to Third-Party Websites
Links from or to websites outside our website are meant for convenience only. We do not review, endorse, approve or control, and are not responsible for any sites linked from or to our website, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and we will not be responsible or liable for any damages in connection with linking/redirecting you, the end-user, to other websites. Links to downloadable software sites are for convenience only and we are not responsible or liable for any difficulties or consequences associated with downloading the software. Use of any downloaded software is governed by the terms of the license agreement, if any, which accompanies or is provided with the software.
3.4 Client Accounts
You are responsible for conforming to all federal, state, and local laws regarding the Internet and electronic communication. You must respect the intellectual property and copyrights of resources provided by others on the net. You may not participate in any illegal activities while using your account. You must obey the laws of the Republic of South Africa and other countries that you communicate with over the Internet. We cannot and do not monitor or control traffic content to/from our service. You are responsible for keeping your activities legal, and for censoring yourself and colleagues. Subscribers (account holders) are not permitted to post any material that is illegal, libellous, tortuous, or likely to result in retaliation against ShopOn Online (Pty) Ltd. Should the posted material fall into this category (but not limited to), we reserve the right to immediately refuse or terminate your account. ShopOn Online (Pty) Ltd does not allow any of the following contents to be stored on any of its servers:
- Illegal Material: This includes copyrighted works, commercial audio, video, or music files and any material in violation of any Federal, State or Local regulation.
- Adult Material: Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of ShopOn Online (Pty) Ltd.
- Warez: Includes pirated software, ROMS, emulators, freaking, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.
ShopOn will terminate any account that contains any of the above mentioned contents without any warning and without refunding any payments.
3.5 Online Store/Website Non-Transferable
ShopOn does not permit exporting of website/online stores created by the Client (using ShopOn’s site builder tools), to an external destination or host. All online stores/websites are solely hosted on ShopOn’s servers.
3.6 Internet Etiquette
Due to the public nature of the Internet, all information should be considered publicly accessible, and important or private information should be treated carefully. ShopOn Online (Pty) Ltd is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network that ShopOn Online (Pty) Ltd or its customers may utilize.
Use of email address distribution lists via unsolicited electronic mail or other electronic mailings is strictly prohibited. This includes but not limited to: mass-newsgroup postings, SPAM and unsolicited e-mail sent from your email address (with a domain name registered by ShopOn or has been transferred to ShopOn), or any other service on the Internet, which contains your domain name. ShopOn Online (Pty) Ltd reserves the right to deactivate the Client's account(s) upon an indication of such activity. The Client hereby agrees to indemnify and hold harmless ShopOn Online (Pty) Ltd from any claim resulting from the Client's or another party's use of electronic mail service(s) on the Client's account(s).
3.7 Website Content Backup Storage
ShopOn will in no way whatsoever be held liable to anyone for damages or losses of any kind to data stored on the ShopOn servers. ShopOn will periodically plan to backup data of its servers but is under no obligations whatsoever to do so under these Terms.
3.8 Restrictions and Responsibilities
The Client will not, directly or indirectly:
a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the ShopOn Saas (Software as a Service) or any software, documentation or data related to the ShopOn product/services (“Software”); modify, translate, or create derivative works based on the ShopOn product/service or any Software (except to the extent expressly permitted by ShopOn (Pty) Ltd or authorized within the ShopOn product/service);
b) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to the Client for use on the Client’s premises or devices, ShopOn hereby grants the Client a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
4. Account Ownership
The party or person who signs up for a ShopOn Account and proceeds to build their online store will become the designated account holder. Only this person is allowed to make changes to the online stores, contact information, upgrade the current service or request a cancellation. Should a dispute transpire between a number of parties claiming to have ownership of the same account, then ShopOn will not hold any responsibility whatsoever to resolve these disputes.
6. Payment Policy
6.1 Monthly/ Annual Payment
ShopOn Online (Pty) Ltd reserves the right to change prices of accounts or services with prior notice and in accordance with the South African Consumer Protection Act (No. 68 of 2008). VAT is not charged on any of ShopOn’s products/services.
Upon purchasing a ShopOn product, the Client agrees to pay any monthly or annual fees for this product/service until the Client formally agrees to terminate the service - see 8. Termination of Account. Payments are to be made to ShopOn's bank account on the due date specified on the Client invoice. Payment can be done via EFT, Debit Order or Credit Card.
6.2 Late or Non Payment
6.2.1 ShopOn Plus Paid Package
An invoice is sent to the Client periodically informing the Client when payment is due. Should payment not be received by the due date, then ShopOn will send out a first reminder to the Client with an attached account invoice (this will usually happen two days after the due date). If payment is still not received, then ShopOn will send a second reminder with an attached invoice (this will usually happen 4 days after the due date). Should payment still not be received by the Client after the 5th day that the account has been overdue, then ShopOn will automatically suspend the Client’s ShopOn account and email services.
Whilst the Client’s account is suspended he/she will not be able to access the backend ecommerce system and the public will not be able to view/access his/her online store. The Client will still remain on the billing list for one month (i.e. 45 day grace period) from date of suspension, giving the Client an opportunity to make payment and have the website/email service re-instated as per usual without any penalty charges. Should the Client still not settle the account within this 45 day grace period, then the Client’s account will be terminated and all his/her data permanently deleted – this includes: website content, product information, order information etc.
Any failure by the Client to pay any fees due under these Terms and Conditions on the date specified shall be deemed to be a "material breach" of these Terms and Conditions. ShopOn reserves the right to suspend other products/services that the Client may have until the outstanding debt is cleared. ShopOn will not be held responsible for suspension/termination of a Client’s account should the Client claim that he/she did not receive any of the aforementioned reminders in due time due to a technical glitch on either party’s side or for any other reasons.
The Client is responsible for all money owed on the account from the time the account was established to the time that the Client sends a cancellation request – see section 8. Termination of Account.
6.2.2 ShopOn Free Trial Package
The Client can choose to sign up for the ShopOn Free Trial Package. This service is offered free of charge and will expire after 15 days from date of signup. During this time, the Client will have complete access to all of ShopOn’s features, except he/she will not be able to accept credit card payments online, register a domain or create custom email address(es). Before the package expires, the Client will receive two reminders informing the Client that he/she will need to upgrade to the ShopOn Plus Paid Package in order to continue using ShopOn’s services.
Should the Client not upgrade to the ShopOn Plus Paid Package within the 15 day period then the ShopOn Free Trial Package will expire and become suspended. The Client will then have a further 15 days (from date of expiry/suspension) to upgrade to the ShopOn Plus Paid Package. To do this, the Client will have to contact ShopOn support (email@example.com) and specifically request this.
Should the Client still not upgrade after this 15 day extension period, then the account will be terminated and all data will be deleted off the servers.
6.3 Pro-Rata Billing for Package Upgrade
6.3.1 Pro-Rata Billing vs. Fixed Billing Explained
All newly created paid accounts are invoiced at a FIXED rate periodically (i.e. monthly or annually). For the case of package upgrades, however, this is different and the Client will be charged a pro-rata billing rate ONLY for the first invoice created (i.e. the invoice created at the time of upgrade from ShopOn Free Trial Package to ShopOn Plus Paid Package). Once this first invoice has been settled, then all future invoices generated and submitted to the Client will be fixed.
6.3.2 Pro-rata Billing Calculation Method for Upgrades
When you sign up for a ShopOn Trial Package, the next due invoice, should you wish to upgrade, will be due 30 or 31 days after the date of signup, depending on the month that you signed up in. The duration of the ShopOn Free Trial Package is 15 Days.
Subject to the day of the 30 or 31 Day Billing Cycle that the Client decides to upgrade to our paid SaaS package, he/she will be invoiced a pro-rata amount according to the following calculation:
[(Monthly Price Per Package Purchased) / 31 Days OR 30 Days] X (No. of Days Left in Billing Cycle)
Client signs up for ShopOn Free Trial Package on 10th May; Next due invoice date is 10th June. Client decides to upgrade to ShopOn Plus Paid Package on 23rd May.
Monthly Price Per Package = R299.00
Price per day = R299.00/31 = R9.65 (May has 31 days in it)
No. of Days Left in Billing Cycle =18
Therefore Pro-Rata Amount = 18 x R9.65 = R173.70
Client signs up for ShopOn Free Trial Package on 10th September; Next due invoice date is 10th October. Client decides to upgrade to ShopOn Plus Paid Package on 23rd September.
Monthly Price Per Package = R299.00
Price per day = R299/30 = R9.97 (September has 30 days in it.)
No. of Days Left in Billing Cycle =17
Therefore Pro-Rata Amount = 17 x R9.97 = R169.43
6.4 Domain Registration
Your domain name will only be registered once your first payment has been received by ShopOn. If you have selected to use the ShopOn Free Trial Package, then your selected domain will only be registered once you have upgraded to the ShopOn Plus Paid Package and made first payment. This means that until your domain name has been registered by ShopOn, it will be available for other persons/companies to register the domain themselves and take ownership of it.
NB: ShopOn will not be liable in anyway whatsoever for Clients’ whose desired domain name (which was once available upon signup with ShopOn) has now become unavailable as another entity had registered and paid for the domain name before ShopOn received payment from the Client for first invoice.
6.5 Online Payments
All online credit card payments that are accepted for ShopOn’s SaaS are processed by Sage’s Pay Now Internet Payment Gateway. Card Holders may go to the link below to view Sage’s security policies. ShopOn also uses Sage for executing debit orders.
7. User Comments, Feedback, and Other Submissions
a) You acknowledge that you are responsible for the information, profiles, opinions, messages, comments and any other content (collectively, the “Content”) that you post, distribute or share on or through our website or services available in connection with our website. You further acknowledge that you have full responsibility for the Content, including but limited to, with respect to its legality, and its trademark, copyright and other intellectual property ownership. You agree that any Content submitted by you in response to a request by us for a specific submission may be edited, adapted, modified, recreated, published, or distributed by us. You further agree that we are under no obligation to maintain any Content in confidence, to pay compensation for any Content or to respond to any Content.
b) You agree that you will not post, distribute or share any Content on our website that is protected by copyright, trademark, patent or any other proprietary right without the express consent of the owner of such proprietary right. You further agree that your Content will not be unlawful, abusive or obscene nor will it contain any malware or computer virus that could affect our website’s operations. You will be solely liable for any Content that you create and its accuracy. We have no responsibility and assume no liability for any Content posted by you or any third-party. We reserve the right to terminate your ability to post on our website and to remove and/or delete any Content that we deem objectionable. You consent to such removal and/or deletion and waive any claim against us for the removal and/or deletion of your Content.
8. Termination of Account
Note: The terms “cancellation” and “termination” are used interchangeably and hold the same meaning throughout this document.
a) The Client may terminate or cancel his/her ShopOn account at any time. The Client will have to give ShopOn formal notice of termination via email to avoid being billed for the following month of service.
b) If the Client cancels the account whilst there is no outstanding amount then the Client will not be liable for any outstanding payments. It is recommended that the Client cancel his/her account before the next periodic invoice is generated. The Client will be held liable for any payment due (i.e. unpaid invoices) at the time of cancellation
c) After cancellation has been performed, the Client’s data will be permanently deleted off of ShopOn’s servers. No backups will be stored for any Client account that has been cancelled and subsequently deleted. ShopOn will cease providing the product/service after the account cancellation has been processed.
d) Upon cancellation of account, you will not be entitled to any refunds of product/service fees or any other fees, pro rata or otherwise. Any outstanding balance due for product/services used prior to cancellation will immediately become due and payable in full by the Client.
e) ShopOn reserves the right to remove any content or suspend or terminate a Client's service if it deems this necessary due to an infringement of these Terms and Conditions of Service.
9. Term and Compensation
The parties agree to a monthly or annual billing cycle, beginning after ShopOn’s receipt of payment of the initial monthly/annual invoice.
10. Disclaimer of Warranty
a) ShopOn’s service is provided on an “as is, as available” basis. Due to ShopOn’s relationship with online networks, ShopOn gives no warranty, expressed or implied, for the service provided, including without limitation, warranty of the merchantability and warranty of the fitness for a particular purpose. This disclaimer of warranty expressly disclaims any right to reimbursement for direct or consequential losses of income, due to disruption of the service by ShopOn or beyond the fees paid by the Client to ShopOn for products/services.
b) The Client expressly agrees that use of ShopOn’s products/services is at the Client's sole risk. ShopOn, its employees, affiliates, agents, third party information providers, merchants, licensers or the like, indicate that ShopOn’ Software as a Service (SaaS) may be interrupted and is not likely to be error free. ShopOn makes no warranty as to the results that may be obtained from the use of the SaaS or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the service, unless otherwise expressly stated in this Agreement.
c) Under no circumstances, including negligence, shall ShopOn, its offices, agents or anyone else involved in creating, producing or distributing ShopOn service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the ShopOn services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to ShopOn records, programs or services. The Client hereby acknowledges that this paragraph shall apply to all content on ShopOn products/services.
d) Use of any information obtained by way of ShopOn is at the Client's own risk and ShopOn specifically denies any responsibility for the accuracy (or inaccuracy) or quality of information obtained through its services.
e) ShopOn disclaims liability for any damages arising from the Client's use of ShopOn or by the Client's server(s). ShopOn disclaims liability for the Client's data, files, or directories residing on ShopOn equipment or its ShopOn equipment.
f) Notwithstanding the above, the Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate Rand amount which the Client paid during the term of this Agreement.
g) Email - It is the responsibility of the Subscriber to make sure that mail spooled on ShopOn servers are retrieved at least once a week, as the Mail Spool File gets cleared at regular intervals. ShopOn will not be held responsible for any mail lost due to non-retrieval.
11. Use of Template Policies Provided by ShopOn
The provision of these sample documents (and the documents themselves) do not constitute
legal advice or opinions of any kind, or any advertising or solicitation. No lawyer-client,
advisory, fiduciary or other relationship is created between ShopOn Online (Pty) Ltd and any person accessing or otherwise using any of the sample documents.
12. Errors and Omissions
Please note that our website may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time, without prior notice (including after an order has been submitted). Such errors, inaccuracies or omissions may relate to product description, pricing, promotion and availability and we reserve the right to cancel or refuse any order placed based on incorrect pricing or availability information, to the extent permitted by applicable law. We do not undertake to update, modify or clarify information on our website, except as required by law.
13. Trademarks and Copyrights
a) The Client warrants that it has the right to use the applicable trademarks of the Client, and grants to ShopOn the rights to use such trademarks, if any, in connection with ShopOn’s motion of, referencing of, cataloguing of, or indexing of ShopOn’s Clients.
b) The Client herby agrees that any material submitted for publication on ShopOn through the Client’s account/website/online store will not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything harmful. The Client will hold ShopOn harmless and indemnify ShopOn from any damages, fines or costs including attorney’s fees which might arise from any such violation or infringement.
c) You may not use ShopOn, ShopOn Plus, ShopOn Online, or any other ShopOn trademark, including ShopOn-owned logos, graphic symbols, icons, website content, phrases, in a manner that would imply ShopOn’s affiliation with or endorsement, sponsorship, or support of you or of a third party product or service.
The Client certifies that he or she has full right and authority to enter into this agreement to bind the Client hereto.
15. Disclaimer and Limitation of Liability
a) The Client hereby agrees that any material submitted for publication on ShopOn through the Client’s account will not contain anything leading to abusive or unethical use of ShopOn service or products. This includes, but is not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity and infringement of privacy or libel.
b) You assume all responsibility and risk with respect to your use of our website, which is provided “as is” without warranties, representations or conditions of any kind, either express or implied, with regard to information accessed from or via our website, including without limitation, all content and materials, and functions and services provided on our website, all of which are provided without warranty of any kind, including but not limited to warranties concerning the availability, accuracy, completeness or usefulness of content or information, uninterrupted access, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose.
c) We do not warrant that our website or its functioning or the content and material of the services made available thereby will be timely, secure, uninterrupted or error-free, that defects will be corrected, or that our websites or the servers that make our website available are free of viruses or other harmful components. The use of our website is at your sole risk and you assume full responsibility for any costs associated with your use of our website. We will not be liable for any damages of any kind related to the use of our website. In no event will we, or our affiliates, our or their respective content or service providers, or any of our or their respective directors, officers, agents, contractors, suppliers or employees be liable to you for any direct, indirect, special, incidental, consequential, exemplary or punitive damages, losses or causes of action, or lost revenue, lost profits, lost business or sales, or any other type of damage, whether based in contract or tort (including negligence), strict liability or otherwise, arising from your use of, or the inability to use, or the performance of, our website or the content or material or functionality through our website, even if we are advised of the possibility of such damages.
Certain jurisdictions do not allow limitation of liability or the exclusion or limitation of certain damages. In such jurisdictions, some or all of the above disclaimers, exclusions, or limitations, may not apply to you and our liability will be limited to the maximum extent permitted by law.
a) The Client agrees that it shall defend, indemnify, save and hold ShopOn harmless from any and all demands, liabilities, losses, costs and claims, including attorneys' fees, asserted against ShopOn, agents, its Clients, servants, officers and employees, that may arise or result from publication or use of the Client's account/website/online store (and associated materials), any service provided or performed or agreed to be performed or any product sold by the Client (using ShopOn’s Saas), its agents, employees or assigns. The Client agrees to defend, indemnify and hold harmless ShopOn against Liabilities arising out of (i) any injury to person or property caused by any products or services sold or otherwise distributed in connection with ShopOn service; (ii) any material supplied by the Client infringing on the proprietary rights of a third party; (iii) copyright infringement and (iv) any defective product which the Client sold.
b) The Client agrees to defend and indemnify us, and hold us and our affiliates harmless, and our and their respective directors, officers, agents, contractors, and employees against any losses, liabilities, claims, expenses (including legal fees) in any way arising from, related to or in connection with your use of our website, your violation of the Terms, or the posting or transmission of any materials on or through the website by you, including but not limited to, any third party claim that any information or materials provided by you infringe upon any third party proprietary rights.
17. Bandwidth Use Policy
In rare cases, ShopOn may find a customer to be using server resources to such an extent that he or she may jeopardize ShopOn server performance and resources for other Clients. In such instances, ShopOn reserves the right to impose the High Resource User Policy for the consideration of all Clients.
18. High Resource User Policy
a) Resources are defined as bandwidth and / or processor utilisation.
b) ShopOn may implement the following policy at its sole discretion.
c) When a website is found to be monopolising the resources available, ShopOn reserves the right to suspend the Client’s site immediately or renegotiate the current hosting package in accordance with the use. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of the ShopOn servers.
Our failure to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us is effective unless it is communicated to you in writing.
Any headings and titles herein are for convenience only.
If any of the provisions of the Terms are determined by any competent authority to be invalid, unlawful or unenforceable, such provision will to that extent be severed from the remaining Terms, which will continue to be valid and enforceable to the fullest extent permitted by law.
22. Entire Understanding
This Agreement contained in this Contract constitutes the sole agreement between ShopOn and the Client regarding ShopOn’s product/service. It is construed in accordance with the laws of South Africa. Any litigation or lawsuits incidental to this Agreement shall be filed and be determined in South Africa unless otherwise agreed to in writing by ShopOn. The Client will use the services in a manner consistent with any and all applicable laws of South Africa. Signing up for an account binds the Clients to the above contract.
The Terms and any documents expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of the Terms and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing. Both you and we acknowledge that, in entering into these Terms, neither you nor we have relied on any representation, undertaking or promise given by the other or implied from anything said or written between you and us prior to such Terms, except as expressly stated in the Terms.
23. Governing Law
24. Questions or Concerns
Please send all questions, comments and feedback to us at firstname.lastname@example.org