Terms and Conditions
PLEASE READ THE FOLLOWING TERMS AND CONIDTIONS CAREFULLY BEFORE AGREEING TO USE THE SERVICE.
"Client" refers to an entity intending to use the service, in either the present or future. The Client represents and warrants that the person reviewing these terms and conditions is duly authorised to bind his or her principal or employer and has the capacity to enter into binding agreements on behalf of the Client.
THE PARTIES AGREE AS FOLLOWS:
1. Service to be provided by Vaping SA
Vaping SA has set up a service that allows clubs to increase the level of service it is able to offer its members without the need to replace existing systems., as well as other branded or co-branded Services.
2. Obligations of the Parties
As part of the Service, Vaping SA shall provide to the Client website links, subject to change by Vaping SA from time to time, to hosted pages on Vaping SA's servers ("Hosted Pages") for use by the Clients staff, clients or the general public. Links may be used to access data from, or input data to, Clients database that is being hosted by Vaping SA. The Client shall display such links on its website on the appropriate pages, and shall not modify such links so as to change their destination. On each Hosted Page, Vaping SA shall integrate the Clients logo (to be provided by the Client) and a Vaping SA logo.
3. Clients trademarks and copyrights
The Client grants to Vaping SA a non-exclusive, non-transferrable, worldwide royalty-free licence to use the Clients trademarks and copyrights, solely to provide the Services to the Client in accordance with these terms and conditions. Use of these trademarks and copyrights will cease upon termination of the Service. Other than as set out above, Vaping SA has no other right, title or interest in any of the Clients trademarks or copyrights.
Subject to Clause 12 and unless otherwise indicated in the License Agreement, the term shall be for 1 Year from the effective date of this Agreement. The Effective Date of the Agreement is as set out in the License Agreement.
5. Resale of the Service
Except as specifically authorised, the Client agrees not to reproduce, duplicate, copy, sell, resell or exploit for any purpose other than for the purposes of this Agreement, any portion of the Service, use of the Service or access to the Service.
In consideration for the Service, the Client agrees to pay Vaping SA the fees as specified in the License Agreement. Unless otherwise indicated in the License Agreement, the fees, if any, are due and payable upon signing. Any fees which are not paid on time shall accrue interest at the rate of 4% above the base lending rate of the First National Bank of South Africa per annum until paid.
7. Responsibility for Password and Account
Vaping SA shall provide the Client with a password and account. The Client is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under the Clients password or account. Vaping SA will not be liable for any loss or damage arising from the Clients failure to comply with this responsibility.
During the term of this Agreement, it may be required for Confidential Information to be exchanged between the parties. "Confidential Information" includes but is not limited to, membership data, pricing information, business plans, employees, inventions or products, proprietary user interfaces and financial information. The disclosing party ("Discloser") of Confidential Information agrees to provide such information to the receiving party ("Recipient"), solely for furthering the relationship described in this Agreement. The Recipient agrees that it will at all times (both during the term of this Agreement and after its termination) keep confidential, and will not use (other than strictly for the purposes of this Agreement) and will not without the prior written consent of the Discloser disclose to any third party any Confidential Information, unless the information:
(a) was public knowledge or already known to the Recipient at the time of disclosure; or
(b) subsequently becomes public knowledge other than by breach of this Agreement; or
(c) subsequently comes lawfully into the possession of the Recipient from a third party.
To the extent necessary to implement the provisions of this Agreement (but not further or otherwise), the Recipient may disclose the Confidential Information to any customers or prospective customers, to any relevant governmental or other authority or regulatory body, and (where the Recipient is a body corporate) to any member of the same group of companies, and to any employees of the Recipient or of any of the above provided that before any such disclosure the Recipient shall make those persons aware of its obligations of confidentiality under this Agreement and shall use its best endeavours to obtain a binding undertaking as to confidentiality from all such persons.
All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Recipient from the Discloser shall be returned promptly to the Discloser on termination, and no copies shall be kept.
9. Data Protection
Vaping SA agrees that it will in relation to personal data processed in connection with this Agreement (the "Data") :
(a) Process the Data in accordance with the data protection regulations and legislation as updated from time to time;
(b) process the Data only so far as is necessary for the purpose of performing its obligations under this Agreement;
(c) not disclose Data to or allow access to it other than by employees and/or third parties engaged by Vaping SA to perform the obligation imposed on Vaping SA by this Agreement and to ensure that such employees and/or third parties are subject to written contractual obligations concerning the
Data which are no less onerous than those imposed on Vaping SA by this Agreement;
(d) use all reasonable efforts to assist the Client to comply with such obligations as are imposed on the Client by such legislation.
It is understood and agreed that on termination such Data shall be the sole property of [the Client] and Vaping SA shall ensure that all necessary consents are obtained from the data subjects to ensure that such subjects are aware that this will be the case.